Lexaria Corp. - Exhibit 10.2 - Filed by newsfilecorp.com









CONSULTING AGREEMENT 


  
    
      
        THIS AGREEMENT is made effective this 26th day of
          March, 2015. 

      

    

  



BETWEEN: 


  
    
      
        Lexaria Corp., a body corporate duly incorporated under
          the laws of the State of Nevada, and having an Office at 950-1130 W Pender St,
          Vancouver BC, V6E 4A4, and its wholly owned subsidiary Lexaria CanPharm
            Corp, a body corporate duly incorporated under the laws of Canada and having
          an office at 950-1130 W Pender St, Vancouver BC, V6E 4A4 

        (hereinafter together or separately called the "Company") 

      

    

  



AND: 


  
    
      
        Docherty Management Limited, a body corporate duly incorporated
          under the laws of the Province of Ontario, and having an office at 23 Mikelen
          Drive, Port Perry ON, L9L 1V1, Canada 

        (hereinafter called the "the Consultant," or, “Consultant”) 

      

    

  



WHEREAS: 

A.                            
Consultant agrees to serve as PRESIDENT of Lexaria Corp., and any
subsidiaries required, and to provide services as described below, effective
April 15, 2015; 

B.                             
The Company is desirous of retaining the consulting services of Consultant on a
twenty-four month contract basis with the option to renew the contract for an
additional twenty-four months at the end of the initial term. The Consultant has
agreed to serve the Company as an independent contractor upon the terms and
conditions hereinafter set forth; 

C.                             
Consultant declares he is fully capable of performing the tasks and roles noted
within this agreement and that he has no prior commitments or conflicts of
interest that would in any way prevent him from fulfilling his duties. 

	 
	950, 1130 West Pender Street  |  Vancouver, BC
      V6E 4A4  |  Canada  |  604.602.1675







- 2 - 

                                 
FOR VALUABLE CONSIDERATION it is hereby agreed as follows: 

1.            
Services. The Consultant shall serve as President of Lexaria Corp.
and provide services to the CEO and in his absence or as appropriate, to the CFO
of the Company, and perform such tasks in general, including but not limited to,
the following: 

	 	a) 	
      Manage development and expansion of the Company’s new and
      existing product pipeline based on its proprietary technologies, including
      proposing and developing new or novel methods or procedures related to
      cannabidiol (CBD) and tetrahyrdocannibinol (THC) human delivery methods;
      and identifying potential technology and intellectual property
      acquisitions that are or could be related to CBD or THC;

	 	b) 	
      Manage development and expansion of the Company’s new and
      existing product pipeline based on its current proprietary technologies,
      and implementing new technologies as they become available;

	 	c) 	
      Develop and compile appropriate scientific
      validation/materials/studies supporting the Company’s technology,
      processes, production and testing merits as applicable;

	 	d) 	
      Collaborate with the CEO to maintain and then oversee
      development and delivery of the Company’s corporate/investor outreach
      materials as needed including overall corporate messaging through direct
      creation and development of corporate presentations, powerpoints,
      websites, shareholder and community communications, business plans, fact
      sheets, etc;

	 	e) 	
      Strategize, define and communicate essential disclosure
      guidance concerning growth targets, product pipeline development
      milestones –both within the company for consistent messaging – and
      external to the company for delivery to interested parties;

	 	f) 	
      Identify and evaluate opportunities for capital raising
      and/or strategic collaboration with suitable third-parties at appropriate
      points in time for the Company, including research, plan, propose, execute
      and close approved projects, acquisitions, mergers and partnerships, as
      well as locate and cultivate finance sources, all of which create value
      for the Company;

	 	g) 	
      Collaborate with PoViva Tea, LLC President Tom Ihrke (a
      51%-owned US subsidiary of Lexaria Corp) regarding PoViva’s operations and
      assist in the management and execution of its development including
      evaluating and implementing supply chain efficiencies and facilitating
      distribution and sales growth across all ViPova product lines;

	 	h) 	
      Administer and manage Lexaria and Lexaria CanPharm Corp
      (a 100% owned Canadian subsidiary of Lexaria Corp) employees, junior
      executives and consultants in their regular needs and duties; and
      day-to-day operations that are currently focused on the pursuit of a MMPR
      license with Health Canada;

	 	i) 	
      Collaborate with the CFO and/or the CEO as required, to
      evaluate, manage and communicate with various state, provincial and
      federal regulatory bodies that have oversight of the
  company;




  	 
	950, 1130 West Pender Street  |  Vancouver, BC
        V6E 4A4  |  Canada  |  604.602.1675 





- 3 - 

	 	j) 	
      General Services. The Consultant shall serve the Company
      (and/or such subsidiary or subsidiaries of the company as the Company may
      from time to time require) in such consulting capacity or capacities as
      may from time to time be determined by resolution of the Board of
      Directors or senior management of the Company and shall perform such
      duties and exercise such powers as may from time be determined by
      resolution of the Board of Directors, as an independent contractor. The
      Consultant will work as needed with lawyers, partners, shareholders and
      other stakeholders as required by the Company. The Consultant will
      regularly introduce Lexaria to potential investors whether corporate,
      institutional or private, and prepare and deliver investor
      presentations.



2.            
Time and Non-Compete. By virtue of this Agreement, the Company is
expecting, and Consultant is accepting, the responsibility of working an
irregular schedule and quantity of time on behalf of the Company. The position
of President is one that demands an irregular but demanding commitment. Some
weeks Consultant may be required to work more than 50 hours and some weeks
Consultant may be required to work fewer than 40 hours in order to fulfill the
terms of this Agreement. During the time that this Agreement remains in effect,
the Consultant shall not act in any capacity whatsoever, directly or indirectly
for or for the betterment of any other non-joint-ventured company, partnership,
or project that competes within North America within the sectors of medical
marijuana, hemp oil, Cannabidiol-containing food or beverage products without
the Company’s prior written consent.

		
      a. 
	
      Basic Remuneration. The basic remuneration of the
      Consultant for its services hereunder shall initially be at the rate of
      twelve thousand five hundred dollars (CDN$12,500) plus Harmonized Sales
      Tax (HST) per month payable the 30th day of each calendar month,
      together with any such increments or bonuses thereto as the CEO or the
      Board of Directors of the Company may from time to time determine. Basic
      Remuneration shall increase to a total of CDN$15,000 plus Harmonized Sales
      Tax (HST) per month effective at that time when the Company has
      US$1,000,000 or more in cash in its bank accounts, and continue at
      CDN$15,000 plus Harmonized Sales Tax (HST) per month from that moment
      until the termination or completion of this Agreement. The Company may pay
      the Consultant a bonus from time to time, at its sole discretion. Nothing
      in this Agreement confers on the Consultant a direct “Broker’s Interest”
      in the capital raising activities of the company; any additional
      remuneration the Consultant may receive is based on overall contributions
      to the betterment of the Company through the activities enumerated in
      Paragraph 1, which may, from time to time, include capital introduction.
      The Consultant has the HST number 816141048RT0001.

	 	b. 	
      Consultant is also eligible to participate in the as-yet
      uncreated Lexaria profit sharing plan that will be extended as soon as
      possible to all employees and managerial consultants, provided he is a
      contracted consultant when this anticipated profit sharing plan goes
      effective.




	3. 	
      Milestone Payments. Consultant will be entitled to
      receive common stock-based and stock- option based bonuses upon achieving
      certain milestones during the time of his Consultancy with the Company.
      All restricted common share awards and all stock option awards may be in
      the name of the Consultant or in the name of John Docherty, as per written
      instructions to be delivered to the Company by the Consultant and by John
      Docherty. These milestones are:

		a. 	
      Upon signing: A grant of 500,000 stock options priced
      one-cent above market prices at the time of
award.




	 
	950, 1130 West Pender Street  |  Vancouver, BC
      V6E 4A4  |  Canada  |  604.602.1675 





- 4 - 

	 	b. 	
      90 Days after signing: A grant of 500,000 restricted
      common shares.

	 	c. 	
      Twelve months after signing: A grant of 300,000 stock
      options priced one-cent above market prices at the time of
award.

	 	d. 	
      Eighteen (18) months after signing: A grant of 300,000
      restricted common shares.

	 	e. 	
      During the first twelve (12) months after signing; for
      combined Lexaria Energy and ViPova products and including all combined
      sales efforts, achieving non- refundable sales of US$200,000 to any single
      customer in any consecutive 60-day period would result in a restricted
      common share award of 100,000 Company shares; and, after the first twelve
      (12) months after signing and expiring twenty- four (24) months after
      signing; for combined Lexaria Energy and ViPova products and including all
      sales efforts, achieving non-refundable sales of US$200,000 to any single
      customer in any consecutive 60-day period would result in a restricted
      common share award of 50,000 Company shares; this clause limited to one
      payment per customer during the 24-month period, but payable on each
      customer that meets these sales thresholds;

	 	f. 	
      During the first twelve (12) months after signing; for
      combined Lexaria Energy and ViPova products and including all combined
      sales efforts, achieving non- refundable sales of US$500,000 in any fiscal
      quarter would result in a restricted common share award of 200,000 Company
      shares; and, after the first twelve (12) months after signing and expiring
      twenty-four (24) months after signing; for combined Lexaria Energy and
      ViPova products and including all sales efforts, achieving non-refundable
      sales of US$500,000 in any fiscal quarter would result in a restricted
      common share award of 100,000 Company shares; this clause limited to one
      payment per fiscal quarter;

	 	g. 	
      During the time this Agreement remains in effect, for
      each new provisional patent application substantially devised by the
      Consultant and successfully created, written and filed with the US Patent
      Office for Company-owned intellectual property, a restricted common share
      award of 250,000 Company shares, this clause not limited to frequency of
      payment but each patent application to be approved by the Board of
      Directors of the Company, in advance;



If so requested by the Consultant and through calculation with
and the Consultant’s approval at the time of any and each award, all restricted
common share awards mentioned in this Agreement shall be subject to a reduction
in the number of restricted common shares issued to the Consultant per grant to
be paid instead as cash proportional to the tax liability to be incurred by the
Consultant at the time of the award. The Company would withhold from payment to
the Consultant that fraction of restricted common shares in each of the
paragraphs in Section 3, above, that would correspond with the federal and
provincial income tax payments otherwise payable by the Consultant specifically
with respect to each award only, and the Consultant agrees that such a hybrid
payment of cash and restricted common shares would fulfill the obligations of
the Company with respect to each affected award. The intent of this partial cash
payment would be to provide cash compensation to the Consultant in the
proportionate amount of each restricted common share award and it is expressly
agreed that it remains the sole responsibility of the Consultant to remit all
amounts due to Provincial and Federal tax authorities. This provision does not
conflict with nor negate the validity of Section 4, below. 

4.            
Taxes, etc. The Consultant shall be responsible for the payment of its
income, capital gains and all other taxes and other remittances including but
not limited to any form of insurance as shall be required by any governmental
entity (including but not limited to health insurance and federal and state or provincial income taxes), though not including
Director’s and Officer’s insurance which is paid for and provided by the
Company, with respect to compensation paid by the Company to the Consultant, and
nothing in this Agreement implies or creates a relationship of employment. The
Consultant agrees to indemnify the Company for any tax, insurance or other
remittance the Consultant fails to make and which the Company may be obligated
to pay. 

	 
	950, 1130 West Pender Street  |  Vancouver, BC
      V6E 4A4  |  Canada  |  604.602.1675 





- 5 - 

5.            
The terms "subsidiary" and "subsidiaries" as used herein mean any corporation or
company of which more than 50% of the outstanding shares carrying voting rights
at all times (provided that the ownership of such shares confers the right at
all times to elect at least a majority of the Board of Directors of such
corporation or company) are for the time being owned by or held for the Company
and/or any other corporation or company in like relation to the Company and
include any corporation or company in like relation to a subsidiary. 

6.            
Expenses. The Consultant shall be reimbursed for all travelling and other
expenses actually and properly incurred by it in connection with its duties
hereunder, not including commuting to the office that is the normal place of
business. For all such expenses the Consultant shall furnish to the Company
statements, receipts and vouchers for such out-of-pocket expenses on a
monthly basis. The Consultant is pre-authorized to incur up to $2,500 per
month, cumulatively, in relevant expenses. Amounts over $2,500 per month must
be pre-approved by management of the Company or will be disallowed. Both
parties recognize that as the financial condition of the Company improves or
deteriorates, this amount may be increased or decreased without making changes
to this document, provided the Company makes Consultant aware of the changed
amount. 

7.            
The Consultant shall not, either during the continuance of its contract
hereunder or at any time thereafter, disclose the private affairs of the Company
and/or its subsidiary or subsidiaries, or any secrets or intellectual property
of the Company (together or separately, “Proprietary Information”) and/or its
subsidiary or subsidiaries, to any person other than the Directors of the
Company and/or its subsidiary or subsidiaries or for the Company's purposes and
shall not (either during the continuance of its contract hereunder or at any
time thereafter) use for its own purposes or for any purpose other than those of
the Company any information it may acquire in relation to the business and
affairs of the Company and/or its subsidiary or subsidiaries, unless required by
law.

8.            
Proprietary Information as that term is used herein shall consist of the
following: 

	 	a. 	
      all knowledge, data and information which the Consultant
      may acquire from the documents and information disclosed to it by the
      Company, its employees, attorneys, consultants, independent contractors,
      clients or representatives whether orally, in written or electronic form
      or on electronic media including, by way of example and not by limitation,
      any products, customer lists, supplier lists, marketing techniques,
      technical processes, formulae, inventions or discoveries (whether
      patentable or not), innovations, suggestions, ideas, reports, data,
      patents, trade secrets and copyrights, made or developed by the Company
      and related data and information related to the conduct of the business of
      the Company.

	 	b. 	
      Proprietary Information shall also include discussions
      with officers, directors, employees, independent contractors, attorneys,
      consultants, clients, finance sources, customers or representatives and
      the fact that such discussions are taking place.

	 	c. 	
      Proprietary Information shall not be directly or
      indirectly disclosed to any other person without the prior written
      approval of the Company.




      	 
	950, 1130 West Pender Street  |  Vancouver, BC
            V6E 4A4  |  Canada  |  604.602.1675 





- 6 - 

	 	d. 	
      Proprietary Information may not be used during the period
      of this contract nor thereafter, for the betterment of any other
      commercial enterprise, company, project or person without the prior
      written approval of the Company.

	 	e. 	
      Proprietary Information shall not include matters of
      general public knowledge, information legally received or obtained by the
      Consultant from a third party or parties without a duty of
      confidentiality, and information independently known or developed by the
      Consultant without the assistance of the Company.



9.            
The Consultant shall well and faithfully serve the Company or any subsidiary as
aforesaid during the continuance of its contract hereunder and use its best
efforts to promote the interests of the Company. At all times the Consultant
will maintain a high degree of professionalism and integrity as would be
expected in keeping with his senior executive role as President. The Consultant
reserves the right to refuse any request from the Company which may, in his
reasonable opinion, violate either Federal or State Laws in either the United
States or Canada.

10.          
This Agreement may be terminated forthwith by the Company or Consultant without
notice if either party breaches the Agreement. A breach may include, but is not
limited to, the following: 

	 	a) 	
      The Company or Consultant shall commit any material
      breach of any of the provisions herein contained; or

	 	 	 
	 	b) 	
      The Company or Consultant shall be guilty of any
      misconduct or neglect in the discharge of its duties hereunder;
  or

	 	 	 
	 	c) 	
      The Company or Consultant shall become bankrupt or make
      any arrangements or composition with its creditors; or

	 	 	 
	 	d) 	
      Consultant shall become of unsound mind or be declared
      incompetent to handle his own personal affairs; or

	 	 	 
	 		
      (a) The Company or Consultant shall be convicted of any
      criminal offence other than an offence which, in the reasonable opinion of
      the Board of Directors of the Company, does not affect his/their position
      as a Consultant or a director of the Company.



This Agreement may also be terminated by either party upon
sixty (60) days written notice to the other. Should the Company terminate this
agreement for a reason not enumerated in items 10(a), 10(b), 10(c), 10(d), or
10(e), Consultant will be entitled to all Milestone Payments, as they relate to
transactions which were in process but had not yet closed at the date of his
termination, to which he would have otherwise been entitled for a period of 60
days after the date of his notice of termination. 

11         . In the
event this Agreement is terminated by reason of default on the part of the
Consultant or the written notice of the Company, then at the request of the
Board of Directors of the Company, the Consultant shall cause Consultant to
forthwith resign any position or office which he then holds with the Company or
any subsidiary of the Company. The provisions of Paragraph 7 and Paragraph 8
shall survive the termination or expiration of this Agreement. 

	 
	950, 1130 West Pender Street  |  Vancouver, BC
      V6E 4A4  |  Canada  |  604.602.1675 





- 7 - 

12.          Upon
Termination or expiration of this Agreement, for any reason, the Consultant
shall do the following: The Consultant must return to Lexaria immediately, all
correspondence, information, reports, emails, phone recordings or transcripts, notes,
consultant contact information and all other materials related to the work
performed for Lexaria including all Proprietary Information during the contract
period.

	 	a) 	
      All such materials and information as referred to in
      Section 12, above, are the exclusive property of the Company. After
      returning, transmitting or otherwise sending such information to Lexaria,
      the Consultant must destroy any and all remaining copy (ies) or records of
      same.

	 	 	 
	 	b) 	
      All such materials and information as referred to in
      Section 12 were obtained during the time of the paid contract with
      Lexaria, and may not be shown, lent, given, discussed or in any way
      disclosed with or to any other party as per the terms of the contract. The
      Proprietary Information the Consultant gained or had access to during the
      period of the contract is the exclusive property of Lexaria Corp, and the
      provisions governing such proprietary information survives the termination
      of this Consulting Agreement.



13)          The
Company is aware that the Consultant is independent and may have and may
continue to have financial, management or business interests in other companies.
The Company agrees that the Consultant may continue to devote time to such
outside interests, provided that such interests do not conflict with or hinder
Consultant’s ability to perform his duties under this Agreement. 

14)          The
services to be performed by the Consultant pursuant hereto are personal in
character, to be performed by Mr. John Docherty, and neither this Agreement nor
any rights or benefits arising thereunder are assignable by the Consultant
without the previous written consent of the Company. 

15)          With
the exception of any previously granted options or restricted stock, any and all
previous agreements, written or oral, between the parties hereto or on their
behalf relating to the agreement between the Consultant and the Company are
hereby terminated and cancelled and each of the parties hereto hereby releases
and forever discharges the other party hereto of and from all manner of actions,
causes of action, claims and demands whatsoever under or in respect of any such
previous agreements. 

16)          Any
notice in writing or permitted to be given to the Consultant hereunder shall be
sufficiently given if delivered to the Consultant personally or mailed by
registered mail, postage prepaid, addressed to the Consultant at the address on
the front of this Agreement. Provided any such notice is mailed via guaranteed
overnight delivery, as aforesaid shall be deemed to have been received by the
Consultant on the first business day following the date of mailing. Any notice
in writing required or permitted to be given to the Company hereunder shall be
given by registered mail, postage prepaid, addressed to the Company at the
address shown on page 1 hereof. Any such notice mailed as aforesaid shall be
deemed to have been received by the Company on the first business day following
the date of mailing provided such mailing is sent via guaranteed overnight
delivery. Any such address for the giving of notices hereunder may be changed by
notice in writing given hereunder. 

17)          The
provisions of this Agreement shall inure to the benefit of and be binding upon
the Consultant and the successors and assigns of the Company. For this purpose,
the terms "successors" and "assigns" shall include any person, firm or
corporation or other entity which at any time, whether by merger, purchase or
otherwise, shall acquire all or substantially all of the assets or business of
the Company. 

	 
	950, 1130 West Pender Street  |  Vancouver, BC
      V6E 4A4  |  Canada  |  604.602.1675 





- 8 - 

18)          Every
provision of this Agreement is intended to be severable. If any term or
provision hereof is illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the validity of the remainder of the
provisions of this Agreement. 

19)          This
Agreement is being delivered and is intended to be managed from the Province of
British Columbia and shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of such Province. Similarly
no provision within this contract is deemed valid should it conflict with the
current or future laws of the United States of America or current or future
regulations set forth by the United States Securities and Exchange Commission,
the British Columbia Securities Commission, or the Ontario Securities
Commission. This Agreement may not be changed orally, but only by an instrument
in writing signed by the party against whom or which enforcement of any waiver,
change, modification or discharge is sought. 

20)          This
Agreement and the obligations of the Company herein are subject to all
applicable laws and regulations in force at the local, State, Province, and
Federal levels in both Canada and the United States. In the event that there is
an employment dispute between the Company and Consultant, Consultant agrees to
allow it to be settled according to applicable Canadian law in an applicable
British Columbia jurisdiction. 

21)          The
securities referred to herein will not be or have not been registered under the
United States Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent registration or an applicable exemption from
registration requirements. Any and all potential or actual common share award or
stock option awards will be in compliance with all applicable regulations in the
USA and Canada. The securities issued will be subject to a hold period in Canada
of not less than four months and one day, or for any resales possible into the
USA under Rule 144, not less than six months and one day. Hold periods may be
longer if regulations so stipulate. 

22)          This
contract will expire on April 14, 2017 unless renewed or extended by mutual
written consent of both parties prior to that date and can further serve as a
month-to-month agreement after that date if both parties so agree at that
time.

23)          The
Consultant understands and agrees that his name and likeness will be announced
and widely circulated with regards to his executive role with the Company. His
name will be disseminated through such avenues as press releases, websites, or
other media; and in personal meetings and appearances and public events. The
Consultant understands that as a publicly traded entity, the Company has certain
transparency obligations to its shareholders, stock exchanges, and other
regulatory bodies, and has legal obligations to disclose the Consultant’s
initial and ongoing relationship with the Company during the normal course of
business..

	 
	950, 1130 West Pender Street  |  Vancouver, BC
      V6E 4A4  |  Canada  |  604.602.1675 





- 9 - 

IN WITNESS WHEREOF this Agreement has been executed as of the
day, month and year first above written. 

	SIGNED by: 	 	DATED: 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Chris Bunka, 	 	  
	CEO and Director, 	 	  
	Lexaria Corp 	 	  
	  	 	  
	  	 	  
	  	 	  
	  	 	  
	SIGNED by: 	 	  
	  	 	  
	  	 	  
	  	 	  
	  	 	DATED: 
	 	 	 
	 	 	 
	John Docherty 	 	  
	Docherty Management Limited 	 	 
    



    	 
	950, 1130 West Pender Street  |  Vancouver, BC
          V6E 4A4  |  Canada  |  604.602.1675