Lexaria Bioscience Corp.: Exhibit 10.3 - Filed by newsfilecorp.com






MANAGEMENT SERVICES AGREEMENT 

THIS AGREEMENT dated for reference the 19th day of
June 2017. 

BETWEEN:


	Lexaria Bioscience Corp.., a company duly
      incorporated under the laws of the State of Nevada and having its office
      at 156 Valleyview Rd, Kelowna BC Canada V1X 3M4 
	 
	(hereinafter referred to as the “Company”)




OF THE FIRST PART 

AND 


	Phil Ainslie, PhD, Professor and Canada Research Chair
      in Cerebrovascular Physiology, University of British Columbia Okanagan
      and having an office at 3333 University way, Kelowna BC Canada V1V 1V7
    
	 
	(hereinafter referred to as "the Consultant" or
      “Consultant”) 



WHEREAS: 

	A. 	
      The Company wishes to employ Consultant as its Advanced
      Education Research Manager on the terms and conditions hereinafter set
      forth, effective June 19, 2017.

	 	 
	B. 	
      Consultant has agreed to provide the Services to the
      Company on the terms and conditions set out in this Agreement. This
      Agreement dated June 19, 2017, supersedes any other previous agreements
      between the Parties.



NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of
the premises and of the covenants and agreements hereinafter contained the
parties hereto have agreed as follows: 

	1. 	
      ENGAGEMENT OF
  SERVICES

	 	 
	1.1. 	
      The Company hereby engages Consultant to provide Services
      as an independent contractor to the Company under the direction of the
      chief executive officer and president; and




	1.2. 	
      Consultant hereby agrees to perform the following duties
      required of him, in a part-time position expected to average 10 hours per
      week, in accordance with the terms of this agreement
  namely:




	 	(a) 	
      Initiate and complete grant-writing to obtain financial
      support for Consultant/Company research studies. In consultation with the
      Company President and CEO, design and manage R&D programs designed to
      investigate the Company’s technology and products, including but not
      limited to; nitric oxide and endothelial function response to ingestion of
      Company products and of products/substance processed with Company
      technology; pharmacokinetic and pharmacodynamic/performance studies to
      evaluate effectiveness and timeliness of human absorption of Company
      products, and of products/substances processed with Company technology;
      manage and supervise lab personnel and others as required to achieve any
      of the above objectives; and any other duties that should be
reasonably expected of an experienced Advanced Education Research Manager; 



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	 	(b) 	
      General Services. 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 senior management of the Company
      and shall perform such duties and exercise such powers as may from time be
      determined by senior Company management, as an independent contractor.
      Consultant will work as needed with partners, shareholders and other
      stakeholders as required by the Company. Consultant shall fulfill all
      duties expected of a Advanced Education Research Manager of a
      biotechnology/bioscience company that should be reasonably expected by and
      at the pleasure of the Board of Directors (together with all other items
      within Section 1.2, the “Services”).




	2. 	
      TERM




	2.1. 	
      The initial term of this Agreement shall be for a period
      of twelve (12) months, commencing as of the 30th day of June
      2017 and continuing month to month thereafter with all terms in effect
      unless and until terminated as hereinafter provided. A results-based
      evaluation and performance assessment will be carried out at the six-month
      mark to determine whether results acceptable to the Company has been
      achieved. A results-based evaluation and performance assessment will be
      carried out at the twelve-month mark to determine whether results
      acceptable to the Company has been achieved in which case this Agreement
      would be expected to continue on a month-to-month basis or on terms then
      to be negotiated.




	3. 	
      SERVICES




	3.1 	
      Consultant agrees to perform the Services contracted
      hereunder including the following:




	 	(a) 	
      to carry out all functions associated with the Services
      to the best of his skill and ability for the benefit of the
  Company;

	 	 	 
	 	(b) 	
      to carry out the Services in a timely manner;

	 	 	 
	 	(c) 	
      to work exclusively for the Company and to not work for
      other public companies during the time of engagement under this
      Agreement;

	 	 	 
	 	(d) 	
      to act, at all times during the term of this Agreement,
      in the best interests of the Company; and

	 	 	 
	 	(e) 	
      to use his best endeavors to preserve the goodwill and
      reputation of the Company and the relationship between the Company and its
      shareholders.



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	4. 	
      REMUNERATION




	 	4.1. 	
      The Company shall pay to Consultant for all Services
      rendered hereunder:

	 	 	 
	 	4.2. 	
      the sum of three-thousand, eight-hundred and fifty-four
      dollars (CDN$3,854.17) plus Harmonized Sales Tax (HST) per month
      payable the last day of each calendar month, together with any such
      increments or bonuses thereto as the CEO or the President of the Company
      may from time to time determine.

	 	 	 
	 	4.3. 	
      Consultant’s out of pocket expenses incurred on behalf of
      the Company shall be paid by the Company. Examples would include but not
      be limited to: normal day to day office operational expenses,
      client/shareholder/investor entertainment, and travel but not including
      home office rent. In respect of expenses, Consultant shall provide
      statements and vouchers to the Company on a monthly basis and it is
      expressly agreed that expenses for which no receipt is provided will be
      disallowed. Monthly expenses are capped at $1,000 without written (email
      or other) approval in advance from either the chief executive officer or
      president.




	5. 	
      INTELLECTUAL
  PROPERTY




	5.1. 	
      Company Intellectual Property: the
      Company retains full, absolute, and complete rights to all processes
      covered or described in all of their issued patents and patent
      applications filed prior to the date of this Letter of Intent, and any
      future continuations, continuations in part or divisional applications
      filed thereto, including but not limited to the US Provisional patent
      applications, US Utility patent applications, and the International and
      national patent applications thereunder (the “Technology”
      or the “Company IP”), unless the Company allows these
      applications to abandon or lapse, or otherwise fails to protect the
      Technology .

	 	 
	5.2. 	
      Consultant Intellectual Property: Any
      existing intellectual property resulting from the Consultant’s prior work,
      know-how, or development that does not include or rely upon the
      Technology, Company IP or jointly owned intellectual property, shall be
      owned by the Consultant (“Consultant IP”).

	 	 
	5.3. 	
      Improvements: The entire right and title
      to the Technology, whether or not patentable, and any patent applications
      or patents based thereon, which directly relate to and are not severable
      from the Company IP and which are improvements thereto by the Company, the
      Consultant, its employees or others acting solely on the Company’s behalf
      under shall be owned solely by the Company. Rights and title to
      improvements whether or not patentable, and any patent applications or
      patents based thereon, which directly relate to and are not severable from
      the Company IP and which are improvements thereto by the Consultant, its
      employees or associates, and which are learned or discovered as a result
      of work conducted under this Agreement, shall be owned by the
    Company.




	6. 	
      TERMINATION




	6.1. 	
      This Agreement may be terminated by either party at any
      time by sixty (60) days notice in advance, in writing given by Consultant
      to the Company, or by the Company to Consultant.



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	6.2. 	
      The Company may terminate this Agreement at any time,
      without further obligation to Consultant if Consultant breaches any of the
      terms and conditions of this Agreement.




	7. 	
      NOTICE




	7.1. 	
      Any notice to be given under this Agreement shall be in
      writing and shall be deemed to have been given if delivered to, or sent by
      prepaid registered post addressed to, the respective addresses of the
      parties appearing on the first page of this Agreement (or to such other
      address as one party provides to the other in a notice given according to
      this paragraph). Where a notice is given by registered post it shall be
      conclusively deemed to be given and received on the fifth day after its
      deposit in a Canada post office any place in
Canada.




	8. 	
      TAXES




	7.1 	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 Consultant,
      and nothing in this Agreement implies or creates a relationship of
      employment. Consultant agrees to indemnify the Company for any tax,
      insurance or other remittance Consultant fails to make and which the
      Company may be obligated to pay. 



	9. 	
      MISCELLANEOUS




	8.1 	
      This Agreement may not be assigned by either party
      without the prior written consent of the other.

	 	 
	8.2 	
      The titles of headings to the respective paragraphs of
      this agreement shall be regarded as having been used for reference and
      convenience only.

	 	 
	8.3 	
      This Agreement shall enure to the benefit of and be
      binding upon the parties hereto and their respective heirs, executors,
      administrators, successors and permitted assigns.

	 	 
	8.4 	
      This Agreement shall be governed by and interpreted in
      accordance with the laws of British Columbia, Canada.

	 	 
	8.5 	
      Expenses. 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
      Consultant shall furnish to the Company statements, receipts and vouchers
      for such out-of-pocket expenses on a monthly basis. Consultant is
      pre-authorized to incur up to $1,000 per month, cumulatively, in relevant
      expenses. Amounts over $1,000 per month must be pre-approved by
      management of the Company in writing or will be disallowed. Both
      parties recognize that this amount may be increased
or decreased without making changes to this document, provided the
Company makes Consultant aware of the changed amount. 



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	8.6 	
      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
      and as described below, “Proprietary Information”) and/or
      its subsidiary or subsidiaries, to any person other than the those
      necessary to effect this Agreement, 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.

	 	 
	8.7 	
      Proprietary Information as that term is used herein shall
      consist of the following:




	 	a) 	
      all knowledge, data and information which 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, investor, banking or finance 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.

	 	 	 
	 	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 posted at any o the Company’s
      websites or in any Company public regulatory filing; information legally
      received or obtained by Consultant from a third party or parties without a
      duty of confidentiality, and information independently known or developed
      by Consultant without the assistance of the
Company.




	8.8 	
      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 Consultant will maintain a high degree of
      professionalism and integrity as would be expected in keeping with his
      senior executive role as President. 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.

	 	 
	8.9 	
      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



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		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 
	 	  	  
		(e) 	
      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 8.9(a), 8.9(b), 8.9(c), 8.9(d),
or 8.9(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. 

	8.10 	
      In the event this Agreement is terminated by reason of
      default on the part of Consultant or the written notice of the Company,
      then at the request of the Board of Directors of the Company, Consultant
      shall forthwith resign any position or office which he then holds with the
      Company or any subsidiary of the Company. The provisions of Sections on
      Proprietary Information and on Confidentiality shall survive the
      termination or expiration of this Agreement. 

	 	  
	8.11 	
      Upon Termination or expiration of this Agreement, for any
      reason, Consultant shall do the following: 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 8.7, above, are the exclusive property of the Company. After
      returning, transmitting or otherwise sending such information to Lexaria,
      Consultant must destroy any and all remaining copy (ies) or records of
      same. Investor lists, banker and broker lists, and shareholder lists
      whether provided by Lexaria or developed by Consultant, if used by
      Consultant during activities provided under this Agreement, are the
      exclusive property of Lexaria any may not be used nor contacted in any
      manner by the Consultant for any non-Lexaria purpose either during the
      term of the this Agreement nor for two years following the expiration of
      this Agreement.

	 	 	 
	 	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 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.




	
      8.12	
      The Company is aware that Consultant is independent and
      may have and may continue to have financial, management or business
      interests in other companies. The Company agrees that 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. 

	
       
	
  

	
    8.13 	
      The services to be performed by Consultant pursuant
      hereto are personal in character, to be performed by Mr. Philip Ainslie,
      and neither this Agreement nor any rights or benefits arising thereunder
      are assignable by Consultant without the previous written consent of the
      Company. 



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      8.14 
	
      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 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. 

	
       
	
      

	
      8.15 
	
      Any notice in writing or permitted to be given to
      Consultant hereunder shall be sufficiently given if delivered to
      Consultant personally or mailed by registered mail, postage prepaid,
      addressed to 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 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. 

	
       
	
      

	
      8.16 
	
      The provisions of this Agreement shall inure to the
      benefit of and be binding upon 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. 

	
       
	
      

	
      8.17 
	
      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. 

	
       
	
      

	
      8.18 
	
      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. 

	
       
	
      

	
      8.19 
	
      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.
      

	
       
	
      

	
      8.20 
	
      This contract will expire on June 30, 2018 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. 

	
       
	
      

	
      8.21 
	
      Consultant understands and agrees that his name and
      likeness will be announced and widely circulated with regards to his 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. 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
Consultant’s initial and ongoing relationship with the Company during the normal course of business.



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IN WITNESS WHEREOF the parties have executed this
Agreement the day and year first above written. 

Lexaria Bioscience Corp: 




	Authorized Signatory
    




	SIGNED by: 		 	 	 
	 		 	 	 
	 	 	DATED: 		 
	 	 	 	 	 
			June 13, 2017		 
	Philip Ainslie 		 	 	 


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