Exhibit 10.8


 


Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation
S-K due to personal privacy concerns. Redacted information is indicated by: [***]


 





CONSULTING AGREEMENT





 


THIS AGREEMENT made as of and effective from


 


April 1, 2021, BETWEEN:


 


ELLIOT PAUL GOLDSTEIN, MD.


 


[***]


 


(hereinafter called the “Consultant”)


 


AND:


 


ProMIS Neurosciences, Inc., a corporation existing under the laws
of the Province of Ontario


 


1920 Yonge St., Suite 200


 


Toronto, Ontario, M4S 3E2


 


(hereinafter called “ProMIS” or the “Sponsor”)


 


WHEREAS Dr. Goldstein is to be retained for CEO consulting services,


 


AND WHEREAS ProMIS wishes to retain the services of Dr. Gioldstein
to provide certain services as consulting CEO;


 


THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants
herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:


 


1.0            Consulting
Services: ProMIS hereby retains the Consultant and the Consultant agrees to be available to perform
services as described in Appendix A.


 


2.0            Term:
Subject to termination in accordance with Section 13.0, ProMIS hereby retains the Consultant for a term of 6 months commencing April 1,
2021. This Agreement may be renewed upon mutual agreement on substantially the same terms herein.


 


3.0            Compensation:
In exchange for the advice and services to be provided by the Consultant as set out in Section 1.0 and Appendix A, ProMIS agrees
to pay and the Consultant hereby acknowledges that the following compensation represents payment in full for such services and advice:


 


		(a)	ProMIS shall pay Consultant for his services at the rate of US $5000.00 per month (five thousand US dollars).
During the contract term, it is understood that the Consultant shall be available for the requirements of ProMIS to achieve the objectives
set out in Appendix A. During the contract term, it is also understood that the Consultant
will devote, on average 2 days per week up to a maximum of 8 days per month of his time to achieve the Objectives set forth in Appendix
A.






 






     


     


    




 


4.0            Expenses.
If the Consultant incurs out-of-pocket expenses in the course of providing the services hereunder, ProMIS shall reimburse the Consultant
for such expenses, provided that the Consultant has obtained approval in writing from ProMIS prior to incurring any such expense of $500
or greater. The Consultant shall provide receipts for expenses to ProMIS with any request for reimbursement.


 


5.0            Terms
of Payment. Payment is due and payable not more than 15 calendar days after receipt of an invoice
by ProMIS from the Consultant. ProMIS shall send payment to the Consultant at the address set out on the first page hereof or such
other address as the Consultant may advise ProMIS in writing from time to time, or; preferably send such payment via wire transfer
to the Consultant’s personal bank account.


 


6.0            Hours.
Notwithstanding anything contained in this Agreement, the parties acknowledge and agree that the Consultant shall spend no more than eight
days per month on the performance of the services hereunder; provided, however, that the Consultant may, in his sole discretion, consent
in writing to a greater number of hours per month in unique or special circumstances.


 


7.0            Non-Competition.
Consultant may, at any time during the term of this Agreement and thereafter, provide services to other corporations or business entities
provided that such services do not directly compete with those business activities of ProMIS .


 


8.0            Non-Disclosure.


 


8.1            The
Consultant agrees that any information provided by ProMIS to the Consultant or which the Consultant learns about the business of ProMIS
as a result of providing services hereunder (“Confidential Information”) shall be considered confidential and the Consultant
agrees that he will not divulge or use for his own purposes or benefit such information without the prior written consent of ProMIS or
as may be required to properly provide the services of the Consultant herein. It is hereby expressly acknowledged that the Consultant
may be bound by confidentiality agreements other than with ProMIS and the Consultant hereby covenants and agrees to abide by the provisions
of such other agreements and to indemnify and hold ProMIS harmless with respect to the breach of any other confidentiality or non-disclosure
agreement.


 


8.2            The
restrictions set out in subsection 8.1 shall not apply to:


 


		(a)	any information which is, at the commencement of the term of this Agreement or at some later date, publicly
known under circumstances involving no breach of this Agreement;



 


		(b)	disclosure of Confidential Information where such disclosure is required by law, court order, court proceedings
or the rules of policies of any stock exchange or government or regulatory
authority having jurisdiction in the matter;






 


		(c)	disclosure of Confidential Information where such disclosure is consented to in writing by the Sponsor;



 












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		(d)	any knowledge of Confidential Information that the Consultant independently obtained, other than through
a breach of this Agreement, either before or after the date of this Agreement; or



 


		(e)	disclosure of Confidential Information in accordance with the provisions of Section 9.0 hereof.



 


9.0            Intellectual
Property. Both parties agree that intellectual property including all inventions and discoveries
arising from the consulting services and activities of the Consultant shall be the property of ProMIS Neurosciences.


 


10.0            Independent
Contractor. In the performance of the services hereunder, the Consultant shall be an independent
contractor and shall not be an employee of the Sponsor. As such, the Consultant shall have full and complete discretion in determining
the manner, times and places for the performance of the services hereunder. Without limitation, the Sponsor acknowledges and agrees that
the Consultant shall also have or may have other outside consulting and business interests and that the Consultant is not obligated to
provide services to the Sponsor on an exclusive basis. Nothing contained herein shall be construed as creating a joint venture or partnership
between the Consultant and the Sponsor.


 


11.0            Governing
Laws. The provisions hereof shall be construed in accordance with the laws of the Province of
Ontario and the laws of Canada applicable therein.


 


12.0            Termination.


 


13.0            Either
party may terminate this Agreement upon 30 calendar days prior written notice to the other.


 


13.1            If
either party commits any breach or default of any terms or conditions of this Agreement and also fails to remedy such breach or default
within 15 calendar days after receipt of a written notice from the other party, the party giving notice may terminate this Agreement by
sending a notice of termination in writing to the party in breach. This termination will be effective as of the date of the receipt of
such notice. Such termination will be in addition to all other remedies available at law or in equity.


 


13.2            In
the event of any termination of this Agreement, the Sponsor shall pay the Consultant within 15 calendar days of receipt of an invoice
therefor, all consulting fees, reimbursable expenses and other amounts owing to the Consultant pursuant to the terms of this Agreement
to the date of termination.


 









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14.0            Communications.
Any notice or other communication to be given in connection with this Agreement shall be given
in writing and may be given by personal delivery, electronic transmission or by registered or certified mail addressed to the recipient
as follows:


 


	To : Eugene Williams	
    ProMIS Executive Chairman

    ProMIS Neurosciences Inc,

    1920 Yonge St., Suite 200

    Toronto, Ontario, M4S 3E2

    Email: [***]

	 	 
	To the Consultant:	
    Eliot Goldstein, MD

    [***]

    Email: [***]









 


or such other address or individual as may be
designated by notice by any party to the other. Any such notice
or other communication shall be deemed to have been given
on the day delivered if delivered by personal delivery, on the day of transmittal thereof if given
by electronic transmission, and on the
fifth business day following the date of posting
if mailed.


 


15.0            Assignment.
This Agreement is not assignable by
either party without the prior written consent of the other party,
which shall not be unduly withheld.


 


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


 


17.0            Counterparts.
This Agreement may be executed in
one or more counterparts, each of which when executed shall be deemed
to be an original, but all of which taken together shall constitute
one and the same agreement. Counterparts may
be executed either in original or faxed form, or other form of
electronic transmission and the parties adopt any signatures received
by a receiving fax machine or by e-mail as original signatures
of the parties.


 


IN WI TNESS WHEREOF the
parties hereto have executed this Agreement as of the day
and year first above written.


 


On
behalf of ProMIS Neurosciences


 


	Per	 /s/ Eugene Williams	 
	Name/title: Eugene Williams, Executive Chairman	 
	 	 
	On behalf of the Consultant	 
	 	 
	Per	 /s/ Elliot Goldstein	 
	Name/title: Elliot Goldstein, MD	 




 









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Appendix A


 


Title & objectives


 


Consultant CEO will report directly to the Executive Chairman. Objectives
will be set in agreement with the Executive Chairman.


 









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