Orgenesis Inc.: Exhibit 10.2 - Filed by newsfilecorp.com






STRATEGIC ADVISORY AGREEMENT 

     This Strategic Advisory Agreement
(this “Agreement”), dated effective as of November 18, 2016, (the
“Effective Date”) is entered into by and between Orgenesis Inc., a
Nevada corporation (herein referred to as the “Company”) and Scott
Carmer (herein referred to as the “Advisor”). Advisor and the Company
are sometimes referred to herein individually as a “Party,” and
collectively as the “Parties.” 

RECITALS 

     WHEREAS, Advisor has
previously served as the CEO of the Company’s wholly-owned subsidiary, Orgenesis
Maryland, Inc. (“Subsidiary”), from which position Advisor has resigned
as of November 18, 2016; 

     WHEREAS, Advisor has
experience in strategic planning, clinical development, commercialization and
overall business development in the regenerative medicine industry; and 

     WHEREAS, the Company
desires to engage the services of Advisor to provide the services outlined
below. 

     NOW THEREFORE, in
consideration of the promises and the mutual covenants and agreements
hereinafter set forth, the Parties hereto covenant and agree as follows: 

1. Term of Consultancy. The Company hereby engages
Advisor on a non-exclusive basis for the Term, as defined below, to provide the
Services defined below . The Company hereby agrees to retain Advisor in a
consulting capacity, upon the terms and conditions set forth herein, for a term
of one (1) year from the Effective Date (the “Term”). 

2. Duties of Advisor. Advisor shall, on a non-exclusive
basis, serve as an advisor and provide the Company with the following services
(collectively, the “Services”) during the Term hereof: 

     2.1 Consult with and assist the
Company in identifying and evaluating the most appropriate strategic and
clinical plans to develop and commercialize its technologies; 

     2.2 Make himself reasonably
available, at the Company’s request, to attend meetings or for conversations to
discuss the business of the Company with potential investors and/or strategic
partners; 

     2.3 At the Company’s request,
review business plans, strategies, mission statements, budgets, proposed
transactions and other plans for the purpose of advising the Company on the most
viable avenues for growth and business development; and 

     2.4 Advise the Company as
requested in any other area where Advisor may be able in order to help the
Company execute its business plan. 

3. Allocation of Time and Energies. Advisor hereby
promises to perform and discharge faithfully the responsibilities which may be
assigned to Advisor from time to time by the officers and duly authorized
representatives of the Company in connection with the conduct of its activities
herein, so long as such activities are in compliance with applicable securities
laws and regulations.

4. Remuneration. For undertaking this engagement and for
other good and valuable consideration, the Advisor agrees that the Company’s
agreement to extend the Advisor’s right to exercise the fully vested options
granted to him in connection with his pervious employment by the Subsidairy, as
specified in that certain Release Agreement entered into by the the
Advisor and Company dated November 18, 2016 shall qualify as full consideration
for services to be performed by Advisor hereunder. 

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5. Non-Assignability of Services. Advisor’s Services
under this Agreement may be assigned by the Company to any entity with which the
Company merges or which acquires the Company or substantially all of its assets
wherein the Company becomes a minority constituent of the combined company.
Advisor shall not assign its rights or delegate its duties hereunder without the
prior written consent of the Company. 

6. Expenses. The Company shall be responsible for all
expenses relating to Advisor’s Services under this Agreement as may be incurred
from time to time, subject to pre-approval by the Company. 

7. Indemnification. The Company warrants and represents
that all oral communications, written documents or materials furnished to
Advisor by the Company with respect to financial affairs, operations,
profitability and strategic planning of the Company are accurate in all material
respects and Advisor may rely upon the accuracy thereof without independent
investigation. The Company will protect, indemnify and hold harmless Advisor
against any claims or litigation including any damages, liability, cost and
reasonable attorney’s fees as incurred with respect thereto resulting from
Advisor’s communication or dissemination of any said information, documents or
materials excluding any such claims or litigation resulting from Advisor’s
communication or dissemination of information not provided or authorized by the
Company. Advisor warrants and represents that all oral communications, written
documents, or materials furnished to third parties by Advisor, originating with
Advisor and to the extent not mirroring material furnished by the Company, shall
be accurate in all material respects. The Advisor will protect, indemnify and
hold harmless the Company against any claims or litigation including any
damages, liability, cost and reasonable attorneys fees as incurred with respect
thereto resulting from any claims or litigation resulting from Advisor’s
communication or dissemination of information not provided or authorized by the
Company, or from Advisor’s negligence or misconduct. The Advisor will not trade
in the securities of the Company while in possession of material information
about the Company that has not been publicly disclosed by the Company.

8. Development Rights & Confidential
Information 

     8.1 Development Rights.
Advisor agrees and declares that all proprietary information including but not
limited to trade secrets, know-how, patents and other rights in connection
therewith developed by or with the contribution of Advisor's efforts during the
term of his provision of Services to the Company, shall be the sole property of
the Company. Upon the Company's request (whenever made), Advisor shall execute
and assign to the Company all the rights in the proprietary information.

     8.2 Confidentiality. 

     (a) The
term "Information" as used in this Article means any and all confidential and
proprietary information, designated as such by the Company, including but not
limited to any and all specifications, formulae, prototypes, software design
plans, computer programs, and any and all records, data, methods, techniques,
processes and projections, plans, marketing information, materials, financial
statements, memoranda, analyses, notes, and other data and information (in
whatever form), as well as improvements and know-how related thereto, relating
to the Company or its products. Information shall not include information that
(a) subject to Article 8.1 was already known to or independently developed by
Advisor prior to its disclosure as demonstrated by reasonable and tangible
evidence satisfactory to the Company; (b) shall have appeared in any printed
publication or patent or shall have become part of the public knowledge except
as a result of breach of this Agreement by the Advisor or similar agreements by
other Advisor’s or Company employees (c) shall have been
received by the Advisor from another person or entity having no obligation of
confidentiality to the Company or (d) is approved in writing by the Company for
release by the Advisor. 

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     (b)
Advisor agrees to hold in trust and confidence all Information disclosed to it
and further agrees not to exploit or disclose the Information to any other
person or entity or use the Information directly or indirectly for any purpose
other than for Advisor’s work with the Company. 

     (c)
Advisor agrees to disclose the Information only to persons necessary in
connection with Advisor’s work with the Company and who have undertaken in
writing the same confidentiality obligations set forth herein in favor of the
Company. 

     (d)
Advisor acknowledges and agrees that the Information furnished hereunder is and
shall remain proprietary to the Company. Unless otherwise required by statute or
government rule or regulation, all copies of the Information, shall be returned
to the Company immediately upon request without retaining copies thereof.

     8.3 During Advisor’s provision of
Services to the Company Advisor will not improperly use or disclose any
confidential information or trade secrets, if any, of any former client or
employer or any other person to whom Advisor has an obligation of
confidentiality, and Advisor will not bring onto the premises of the Company any
unpublished documents or any property belonging to any former employer or any
other person to whom Advisor has an obligation of confidentiality unless
consented to in writing by that former employer or person. To the extent that
Company consents to receipt of confidential information of third parties
obtained by Advisor, the Company agrees to hold in trust and confidence all such
information disclosed to it and further agrees not to exploit or disclose such
information to any other person or entity or use the information directly or
indirectly for any purpose other than for Advisor’s work with the Company 

     8.4 Advisor's undertakings herein
under Article 8 shall survive espiration or termination of this Agreement.

9. Representation. The Company and Advisor represent to
one another that each has consulted with independent legal counsel and/or tax,
financial and business advisors, or was given an adequate opportunity to do so
prior to the execution of this Agreement, to the extent deemed necessary. 

10. Status as Independent Contractor. Advisor’s
engagement pursuant to this Agreement shall be as independent contractor, and
not as an employee, officer or other agent of the Company. Neither Party to this
Agreement shall represent or hold itself out to be the employer or employee of
the other. Neither the Company nor Advisor possesses the authority to bind each
other in any agreements without the express written consent of the entity to be
bound. 

11. Attorney’s Fee. If any arbitration is brought for
the enforcement or interpretation of this Agreement, or because of an alleged
dispute, breach, default or misrepresentation in connection with or related to
this Agreement, the successful or prevailing Party shall be entitled to recover
reasonable attorneys’ fees and other costs in connection with that action or
proceeding, in addition to any other relief to which it or they may be entitled.


12. Waiver. The waiver by either Party of a breach of
any provision of this Agreement by the other Party shall not operate or be
construed as a waiver of any subsequent breach by such other Party. 

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13. Notices. All notices, requests, and other
communications hereunder shall be deemed to be duly given if sent by U.S. mail,
postage prepaid, addressed to the other Party at the address as set forth herein
below: 

	 	To the Company: 	Orgenesis Inc. 
	 	  	
      20271 Goldenrod Lane 

	 	  	
      Germantown, MD 20876 

	 	  	
      Attn: Vered Caplan, Chief Executive Officer 

	 	  	
      Phone: 011-972-54-4301034 

	 	  	
      Email: vered.c@orgenesis.com 

	 	  	
       

	 	To Advisor: 	
      Scott Carmer 

	 	 	
      4817 Essex Avenue  

	 		
      Bethesda, MD 20815  

	 	  	
      Phone: (301) 204-1983 

	 	  	
      Email: spcarmer46@gmail.com 



14. Governing Law. This Agreement shall be governed by
and construed solely in accordance with the laws of the State of New York,
without giving effect to the conflict or choice of law principles thereof.

15. Termination. This Agreement may be terminated by the
Company on Thirty (30) days written notice to the Advisor at any time without
prejudice to any other rights or remedies either Party may have. The Agreement
may be terminated by Advisor on Thirty (30) days written notice only in
the event of a change in the business, properties, operations or financial
condition or prospects of the Company that adversely and substantially affects
the ability of Advisor to perform the Services hereunder.

16. Arbitration. Any controversy or claim arising out of
or relating to this Agreement, or the alleged breach thereof, or relating to
activities or remuneration under this Agreement, shall be settled by binding
arbitration in New York, whether commenced by the Company or Advisor, in
accordance with the applicable rules of the American Arbitration Association,
Commercial Dispute Resolution Procedures, and judgment on the award rendered by
the arbitrator(s) shall be binding on the Parties and may be entered in any
court having jurisdiction.

17. Entire Agreement; Execution in Counterparts. This
Agreement contains the entire Agreement of the Parties hereto as to the subject
matter hereof and may be modified or changed only by an agreement in writing
sighed by the Party against whom enforcement of any modification or change is
sought. If any provision of this Agreement is declared void, such provision
shall be deemed severed by this Agreement, which shall otherwise remain in full
force and effect. This Agreement may be executed in counterparts. 

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     IN WITNESS WHEREOF, the Parties
have executed this Agreement as of the day and year first above written. 

AGREED TO: 

ORGENESIS INC. 

	By: 	/s/  Vered Caplan	 
	Name: 	Vered Caplan, Chief Executive
      Officer 	 


SCOTT CARMER 

	By: 	/s/  Scott Carmer 	 
	Name: 	Scott Carmer 	 
	Title: 	Individual 	 


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