Lexaria Bioscience Corp.: Exhibit 10.8 - Filed by newsfilecorp.com






SERVICES AGREEMENT 

THIS AGREEMENT dated for reference the 10th day of
January, 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 


	Correlation Capital Inc. of 702 - 39 Queens Quay
      East, Toronto, Ontario, M5E 0A5. 
	 
	(hereinafter referred to as "CORRELATION" or “Consultant”)
    



WHEREAS: 

	A. 	
      The Company wishes to engage CORRELATION for corporate
      development and to provide services to it on the terms and conditions
      hereinafter set forth.

	 	 
	B. 	
      CORRELATION has agreed to provide the services to the
      Company on the terms and conditions set out in this
  Agreement.



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 CORRELATION to provide
      services as an independent contractor to the Company under the direction
      and approval of the Company’s President and Chief Executive Officer; and
      CORRELATION hereby agrees to perform the following duties required of him
      in accordance with the terms of this agreement
namely:




	 	A. 	
      Introductions, discussions and negotiations with
      individuals and corporations to assist the company’s growth &
      financing – including potential technology partners; licensees; finance
      providers; strategic partners, and more.

	 	 	 
	 	B. 	
      Creating/maintaining investor related material including
      assisting with press release creation, corporate presentations, website
      content, etc. Keeping the message to the financial markets
  aligned.

	 	 	 
	 	C. 	
      Other corporate development activities, which may include
      contract negotiating and revisions.

	 	 	 
	 	D. 	
      Other activities as may be required to help build the
      business, which could also include strategic financing partners, or merger
      and acquisition opportunities.

	 	 	 
	 	E. 	
      New geographical markets for products; and contemplation
      of new products for existing geographical markets.

	 	 	 
	 	F. 	
      General Services. CORRELATION 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 as an independent contractor. CORRELATION will work as needed with
lawyers, partners, and other stakeholders as required by the Company.
CORRELATION shall fulfill all other duties that should be reasonably expected by
and at the pleasure of the Company’s management (together with all other items
within this Section 1.1, the “Services”). 



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	2. 	
      TERM

	 	 
	2.1. 	
      The initial term of this Agreement shall be for a period
      of six (6) months, commencing as of the 10th day of January
      2017 and continuing month to month thereafter with all terms in effect
      unless and until terminated or upon Agreement expiry as hereinafter
      provided.




	3. 	
      SERVICES

	 	 
	3.1 	
      CORRELATION agrees to perform the Services contracted
      hereunder in the following manner:




	 	(a) 	
      to carry out all functions associated with the Services
      to the best of his skill and ability for the exclusive benefit of the
      Company and to act at all times during the term of this Agreement in the
      best interests of the Company;

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

	 	 	 
	 	(c) 	
      to conduct himself within the expected levels of
      corporate professionalism and decorum always representing the Company to
      the highest corporate standards; and

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




	4. 	
      REMUNERATION




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

	 	 
	4.2. 	
      the sum of four thousand dollars (CDN$4,000.00) per
      month, plus HST if applicable, payable on the 30th day of each
      month (the “Monthly Fee”);

	 	 
	4.3. 	
      CORRELATION’s out of pocket expenses incurred on behalf
      of the Company will be paid as per Section 8.5 of this
Agreement.

	 	 
	4.4. 	
      CORRELATION will be entitled to receive a performance
      related bonus on the same terms and conditions as for persons
      participating in any bonus plan that may be established and approved by
      the Company’s board of Directors. Any bonus payable to
  CORRELATION will be at the sole discretion of the Company’s Board of
Directors, acting reasonably. 



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	4.5. 	
      For new customers sourced by the Consultant during the
      first six (6) months after signing; for combined Lexaria Energy and ViPova
      products and including all combined sales efforts and/or technology
      licensing revenues, achieving non-refundable revenues 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 six (6) months after signing and expiring twelve (12) months after
      signing; for combined Lexaria Energy and ViPova products and including all
      sales efforts, achieving non-refundable revenues 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 12-month period, but
      payable on each customer that meets these sales/licensing
    thresholds;

	 	 
	4.6. 	
      For new customers sourced by the Consultant during the
      first six (6) months after signing; for combined Lexaria Energy and ViPova
      products and including all combined sales efforts and/or technology
      licensing revenues, achieving non-refundable revenues 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 six (6) months after signing and
      expiring twelve (12) months after signing; for combined Lexaria Energy and
      ViPova products and including all sales efforts, achieving non-refundable
      revenues 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;

	 	 
	4.7. 	
      Sections 4.5 and 4.6, above, collectively or
      individually, are defined as “Milestone Payments”.

	 	 
	4.8. 	
      Sections 4.5 and 4.6, above, are additive to each other.
      For example, if Consultant sources a customer that produces $650,000 in
      revenue in the first six months, then Consultant is eligible to receive
      the Milestone Payment noted in Section 4.5, but NOT eligible to receive
      the Milestone Payment noted in Section 4.6, unless the customer produces
      revenue of $700,000 or more within the first six
months.



If so requested by CORRELATION and through calculation with and
CORRELATION’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 CORRELATION per grant to be paid
instead as cash proportional to the tax liability to be incurred by CORRELATION
at the time of the award. The Company would withhold from payment to CORRELATION
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 CORRELATION specifically with respect to each
award only, and CORRELATION 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 CORRELATION in the proportionate amount of each
restricted common share award and it is expressly agreed that it remains the
sole responsibility of CORRELATION to remit all amounts due to Provincial and
Federal tax authorities. This provision does not conflict with nor negate the
validity of Section 4.6 or 4.7. 

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	5. 	
      TERMINATION




	5.1. 	
      This Agreement may be terminated by either party at any
      time by one (1) month notice in advance, in writing given by CORRELATION
      to the Company, or by the Company to
CORRELATION.




	 	(a) 	
      The Company may terminate this Agreement at any time,
      without further obligation to CORRELATION if CORRELATION breaches any of
      the terms and conditions of this Agreement;




	6. 	
      NOTICE




	6.1. 	
      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.




	7. 	
      TAXES




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




	8. 	
      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.



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	8.5 	
      Expenses. CORRELATION 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
      CORRELATION shall furnish to the Company statements, receipts and vouchers
      for such out-of-pocket expenses on a monthly basis. CORRELATION is
      pre-authorized to incur up to $500 per month, cumulatively, in relevant
      expenses. Amounts over $500 per month, and all air-travel and hotel
      expenses, 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 CORRELATION aware, in writing, of the changed amount.

	 	 
	8.6 	
      CORRELATION 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 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 CORRELATION 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.

	 	 	 
	 	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
      CORRELATION from a third party or parties without a duty of
      confidentiality, and information independently known or developed by
      CORRELATION without the assistance of the
Company.




	8.8 	
      CORRELATION 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 CORRELATION will maintain a high degree of
      professionalism and integrity as would be expected in keeping with his
      role. CORRELATION 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 CORRELATION without notice if either party breaches the Agreement. A breach may include, but
is not limited to, the following: 



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

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

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

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

	 	 	 
	 	(e) 	
      The Company or CORRELATION 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
thirty (30) 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), CORRELATION 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 CORRELATION or the written notice of the Company,
      then 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, CORRELATION shall do the following: CORRELATION must return to
      Lexaria immediately, all correspondence, information, reports, emails,
      phone recordings or transcripts, notes, CORRELATION 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 8.11 are the exclusive property of the Company. After returning,
      transmitting or otherwise sending such information to Lexaria, CORRELATION
      must destroy any and all remaining copy (ies) or records of
same.

	 	 	 
	 	b) 	
      All such materials and information as referred to in
      Section 8.11 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 CORRELATION gains or has 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 CORRELATION is independent and
      may have and may continue to have financial, management or business
      interests in other companies. The Company agrees that CORRELATION may
      continue to devote time to such outside interests, provided that such
      interests do not conflict with or hinder CORRELATION’s ability to perform
      his duties under this Agreement. 

	 	  
	8.13 	The services to be performed by CORRELATION
      pursuant hereto are personal in character, to be performed by Mr. Scott Urquhart, and neither this
Agreement nor any rights or benefits arising thereunder are assignable by
CORRELATION 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 CORRELATION 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
      CORRELATION hereunder shall be sufficiently given if delivered to
      CORRELATION personally or mailed by registered mail, postage prepaid,
      addressed to CORRELATION 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 CORRELATION 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 CORRELATION 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
      CORRELATION, CORRELATION agrees to allow it to be settled according to
      applicable Canadian law in an applicable British Columbia jurisdiction.
      

	 	
       

	8.20 	
      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. 



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	8.21 	
      This contract will expire on July 10, 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 in writing at that time. 

	 	  
	8.22 	
      Any common shares that may be issued under this Agreement
      will be subject to applicable hold periods and will include restricted
      legends as per regulations that exist at the time of issuance. These
      legends will substantially resemble the following:






	
      "THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE
      SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
      STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND,
      ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE
      EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS." 

	
       

	
      UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER
      OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE XXXXX.
  





	8.23 	
      CORRELATION understands and agrees that his name and
      likeness could be announced and circulated with regards to his role with
      the Company. His name could be disseminated through such avenues as press
      releases, websites, or other media; and in personal meetings and
      appearances and public events. CORRELATION 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 CORRELATION’s initial and ongoing relationship
      with the Company during the normal course of business.




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

Lexaria Bioscience Corp: 


	 
	Authorized Signatory 
	 
	 
	 
	CORRELATION CAPITAL Inc. 
	Scott Urquhart 



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