Exhibit 10.31


 


INDEPENDENT CONSULTING AGREEMENT


 


This
INDEPENDENT Consulting agreement
(the “Agreement”) is made and entered into effective as of May 20, 2020 (the “Effective
Date”), by and between Cannabis Global
Inc, a nevada corporation (“the Company”), and pinnacle
consulting services inc, a nevada corporation, (“Consultant”). For the purpose of this agreement,
Consultant and Company shall be collectively referred to as “Parties” and individually as “Party”.


 


RECITALS


 


Whereas,
the Company desires to engage Consultant, and Consultant desires to accept the engagement by the Company, as a consultant
to the Company on the terms and conditions set forth in this Agreement.


 


Now,
therefore,
in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows:


 


Agreement


 


1. Consulting
services.
Subject to the terms and conditions of this Agreement, the Company hereby engages Consultant, and Consultant hereby accepts
the engagement by the Company, to serve as a consultant to the Company. Consultant shall oversee the Company’s accounting,
strategic planning and business affairs (“Services”); provided, however, that: (i) Consultant
shall perform all Services in a timely and professional manner, using a degree of skill and care at most consistent with industry
standards; (ii) Consultant shall report the progress of its Services to the Company’s executive officers; and (iii) Consultant
shall commit to the Company at the minimum of 15 hours per week.


 


2. Consultant’s
representation.
Consultant represents that it and including its employees have the requisite education, expertise, experience and skills and
knowledge to render the desired Services and Consultant shall perform the Services in a competent and efficient manner. Consultant
shall abide by all laws, rules and regulations that apply to the performance of the Services.


 


3. Compensation.


 


3.1 As full and complete consideration for
Consultant’s performance of the Consultant’s Services outlined in §1 of this Agreement, the Company shall compensate
Consultant One Million one hundred thousand Common Shares (1,100,000) (the “Consulting Fees”) for twelve
(12) months (see §8 below for terms).


 


4. Expenses.
The Company will not reimburse Consultant for out-of-pocket expenses.


 


5. Independent
contractor
relationship.
Consultant’s relationship with the Company shall be solely that of an independent contractor, and nothing in this Agreement
shall be construed to create a partnership, joint venture, or employer-employee relationship. Consultant is not the agent, nor
an executive member, or affiliate as defined under SEC Rule 144 of the Company and is not authorized to make any representation,
contract or commitment on behalf of the Company. Consultant shall not be entitled to any of the benefits that the Company may
make available to its employees, such as group insurance, profit-sharing or retirement benefits. Consultant shall be solely responsible
for all tax returns and payments required to be filed with or made to any federal or provincial tax authority with respect to
Consultant’s performance of the Services and receipt of the Consulting Fees pursuant to this Agreement. Given that the Consultant
is an independent contractor, the Company will not withhold or make payments for unemployment insurance or disability insurance
contributions or obtain worker’s compensation insurance on Consultant’s behalf. Consultant agrees to accept exclusive
liability for complying with all applicable federal, provincial and local laws governing self-employed individuals, including,
without limitation, obligations such as the payment of taxes, disability and other contributions based on the Consulting Fees
paid to Consultant. Consultant hereby agrees to indemnify, hold harmless and defend the Company from and against any and all such
taxes and contributions, as well as any penalties and interest arising therefrom.


 




     


     


    

 


6. No
conflicting
obligation.
Consultant represents that Consultant’s entering into this Agreement, Consultant’s performance of all of the terms
of this Agreement and Consultant’s performance of the Services pursuant to this Agreement do not and will not breach or
conflict with any agreement or other arrangement between any Consultant and any third party, including, without limitation, any
agreement or other arrangement between Consultant and any third party to keep in confidence any proprietary information of another
entity acquired by Consultant in confidence or in trust prior to the date of this Agreement. Consultant agrees not to enter into
any agreement that conflicts with this Agreement while this Agreement remains in effect.


 


7. Term
and termination.


 


7.1 Term. This Agreement
shall be in effect from the Effective Date (the “Initial Term”) to May 31st, 2022. This Agreement
may be renewed for an additional time-period as the Parties may mutually agree upon on or prior to the expiration date of this
Agreement.


 


7.2 Termination by Consultant.
This Agreement may be terminated, for any reason or no reason at all, by Consultant at any time following the Effective Date
by delivering fourteen (14) days’ prior written notice to the Company.


 


7.3 Termination by the
Company. This Agreement may be terminated, for any reason or no reason at all, by the Company at any time following the Effective
Date by delivering thirty (30) days’ prior written notice to Consultant.


 


7.4 Effect of
Termination. The obligations set forth under this Agreement, as well as any outstanding payment or reimbursement
obligations of the Company for Services performed prior to the date of notice of termination, shall survive any
termination of this Agreement. Upon any termination of this Agreement, Consultant shall promptly deliver to the Company all
documents and other materials of any nature pertaining to the Services, together with all documents and other items
containing or pertaining to any Proprietary Information, Third-Party Information or Inventions.


 


9. Miscellaneous.


 


9.1 Notices. All
notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to
the Party to be notified; (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the
recipient, and if not, then on the next business day; (iii) five (5) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying
next day delivery, with written verification of receipt. All communications shall be sent to The Company or to Consultant, as applicable,
at the respective addresses set forth on the signature page to this Agreement or at such other address(es) as the Company or Consultant
may designate by ten (10) days advance written notice to the other Party hereto.


 


9.2 Governing Law. This
Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of California, County of
Los Angeles, as applied to contracts to be performed entirely within such state.


 







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9.3 Successors and Assigns.
The rights and liabilities of the Parties hereto shall bind and inure to the benefit of their respective successors, heirs,
executors and administrators, as the case may be; provided, however, that, as the Company has specifically contracted
for Consultant’s services, which services are unique and personal, Consultant may not assign, subcontract or delegate Consultant’s
obligations under this Agreement either in whole or in part to any Party without the prior written consent of the Company. The
Company may assign its rights and obligations hereunder to any person or entity who succeeds to all or substantially all of the
Company’s business.


 


9.4 Waiver. No failure
on the part of any Party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any
Party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right,
privilege or remedy and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or
further exercise thereof or of any other power, right, privilege or remedy. No Party shall be deemed to have waived any claim arising
out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right,
privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party, and any
such waiver shall not be applicable or have any effect except in the specific instance in which it is given.


 


9.5 Amendments. This
Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered
on behalf of all of the Parties hereto.


 


9.6 Severability. If
one or more provisions of this Agreement are held to be unenforceable under applicable law, the Parties agree to renegotiate
such provision in good faith. In the event that the Parties cannot reach a mutually agreeable and enforceable replacement in
writing for such provision, then: (i) such provision shall be excluded from this Agreement; (ii) the balance of the
Agreement shall be interpreted as if such provision were so excluded; and (iii) the balance of the Agreement shall be
enforceable in accordance with its terms.


 


9.7 Entire Agreement.
This Agreement sets forth the entire understanding of the Parties hereto relating to the subject matter hereof and thereof
and supersedes all prior agreements and understandings among or between any of the Parties relating to the subject matter hereof
and thereof.


 


9.8 Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, email,
portable document format (or .pdf) or by any other electronic means intended to preserve the original graphic and pictorial
appearance of this Agreement shall have the same effect as the physical delivery of an original executed counterpart of this
Agreement.


 


9.9 Indemnification
and Warranty. The Parties shall at all times comply with all applicable laws, statutes, ordinances, rules, regulations and
other governmental requirements. The Parties agree to indemnify and hold the each other, its directors and officers, and its agents
and employees, harmless from any and all claims, causes of action, losses, damage, liabilities, costs and expenses, including attorney
fees, arising from the death of or injury to any person, from damage to or destruction of property, or from breach of the warranties
in this Section, arising from the provision of Services by each other, its agents or employees.


 


9.10 Attorney’s
Fees. The Parties agree that the non-prevailing Party will pay all costs and expenses, including reasonable attorneys’
fees, incurred by the prevailing Party to enforce this Agreement or other related agreements.


 




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In
witness whereof,
the Parties hereto have executed this Consulting Agreement as of the
Effective Date.


 


THE COMPANY:


 


Cannabis
global, inc.


 


	By: 	/s/ Arman Tabatabaei	 
	 	Arman Tabatabaei	 
	 	Chief Executive Officer	 


 


	Address: 	520 S. Grand Ave., Suite 320	 
	 	Los Angeles, CA 90071, USA	 


 


	CONSULTANT:	 
	 	 	 
	By: 	/s/ Pinnacle Consulting Services Inc	 
	 	Pinnacle Consulting Services Inc	 


 


	Address:	520 S. Grand Ave., Suite 320	 
	 	Los Angeles, CA 90071, USA	 


 


 




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