CONSULTING
AGREEMENT


 


This
Agreement is made as of June 28, 2018 (the “Effective Date”), between PURE Bioscience, Inc. (the “Company”)
and William Otis (the “Consultant”), and together (the “Parties”) hereby enter into this Agreement on
the terms set forth below.


 


WHEREAS
Consultant has expertise in the areas of food science, food safety and food processing; and


 


WHEREAS
the Company desires to employ the services of Consultant in these areas of expertise;


 


Now,
Therefore the Company wishes to retain the Consultant in a consulting capacity and the Consultant desires to perform such
consulting services.


 


Accordingly,
the parties agree as follows:


 


	 	1.	Services.
    The field of interest for consulting hereunder is relating to implementation of the Company’s antimicrobial in the food
    science, food safety, food service and food processing industries (with a specific focus on poultry). Consultant will assist
    the Company in preparing its business development, marketing and sales plans relating to the field of interest as requested
    by the Company. The Company also engages Consultant during the term to advise the Company on its product and application development
    plans and to introduce the Company to potential customers and corporate, manufacturing and distribution partners for various
    food processing applications.
	 	 	 
	 	2.	Term.
    The term of this Agreement will begin on the Effective Date and the Agreement will terminate (3) years following the said
    Effective Date. 
	 	 	 
	 	3.	Termination.
    This Agreement may be terminated by either party at any time upon 30 days’ notice to the other party.
	 	 	 
	 	4.	Consideration.
    In consideration for the services provided by Consultant under the terms of this Agreement, Consultant shall be compensated
    as set forth below:


 


	 	●	Fee.
    The Company shall pay Consultant $100 per hour for work performed from the Effective Date of this Agreement until Termination
    or the end of the Term. 
	 	 	 
	 	●	Expenses.
    The Company will reimburse direct expenses incurred by the Consultant in connection with the Company-related business such
    as, but not limited to, travel expenses provided that all such expenses are pre-approved by the Company.
	 	 	 
	 	●	Equity.
    In addition, as consideration for the retention of Consultant and his services under this Agreement, Consultant shall continue
    to be deemed to be providing “Services” to the Company while serving as a Consultant pursuant to this Agreement.
    As a result, Consultant will continue to vest in accordance with the terms of his outstanding equity awards to purchase shares
    of the Company’s Common Stock (collectively, the “Equity Awards”) as long as he continues to serve as a
    Consultant of the Company pursuant to the terms of this Agreement. Additionally, Consultant’s period to exercise or
    settle his vested Equity Awards, if any, shall extend in accordance with the terms of his Equity Awards as a result of his
    continued Services to the Company pursuant to this Agreement.


 


	 	5.	Confidentiality.


 


	 	●	The
    Consultant acknowledges that, during the course of performing services hereunder, the Company will be disclosing information
    to the Consultant, and the Consultant will be developing information related to business development, inventions, projects,
    products, potential customers, personnel, business plans, and finances, as well as other commercially valuable information
    (collectively “Confidential Information”). The Consultant acknowledges that the Company’s business is extremely
    competitive; dependent in part upon the maintenance of secrecy, and that any disclosure of the Confidential Information would
    result in serious harm to the Company.
	 	 	 
	 	●	The
    Consultant agrees that the Confidential Information will be used by the Consultant only in connection with consulting activities
    hereunder, and will not be used in any way that is detrimental to the Company.
	 	 	 
	 	●	The
    Consultant agrees not to disclose, directly or indirectly, the Confidential Information to any third person or entity, other
    than representatives or agents of the Company. The Consultant will treat all such information as confidential and proprietary
    property of the Company.


 




    	 



    	 



    

 


	 	●	The
    term “Confidential Information” does not include information that (i) is or becomes generally available to the
    public other than by disclosure in violation of this Agreement, (ii) was within the relevant party’s possession prior
    to being furnished to such party, (iii) becomes available to the relevant party on a non-confidential basis, or (iv) was independently
    developed by the relevant party without reference to the information provided by the Company.
	 	 	 
	 	●	The
    Consultant may disclose any Confidential Information that is required to be disclosed by law, governmental regulation or court
    order. If disclosure is required, the Consultant will give the Company advance notice so that the Company may seek a protective
    order or take other action reasonable in light of the circumstances.
	 	 	 
	 	●	Upon
    termination of this Agreement, the Consultant will promptly return to the Company all materials containing Confidential Information
    as well as data, records, reports and other property, furnished by the Company to the Consultant or produced by the Consultant
    in connection with services rendered hereunder, together with all copies of any of the foregoing. Notwithstanding such return,
    the Consultant shall continue to be bound by the terms of the confidentiality provisions contained in this Section 5 in perpetuity
    after the termination of this Agreement.
	 	 	 
	 	●	The
    Consultant acknowledges that the Company is a publicly traded company in the United States, and that the Consultant may not
    trade in the Company’s common stock when in possession of material, non-public information.
	 	 	 
	 	●	Neither
    party may disclose the existence of any negotiations, discussions or consultations in progress between the parties to any
    person, firm or business or to any form of public media without the prior written approval of the other party.
	 	 	 
	 	●	Inventions:
    The Company is and shall be, the sole and exclusive owner of all right, title and interest throughout the world in and to
    all the results and proceeds of the Services performed under this Agreement, including all patents, copyrights, trademarks,
    trade secrets and other intellectual property rights (collectively “Intellectual Property Rights”) therein.
    Consultant shall make full and prompt disclosure to the Company of any inventions or processes, as such terms are defined
    in 35 U.S.C. § 100 (the “Patent Act”), made or conceived by Consultant alone or with others during
    the Term, whether or not such inventions or processes are patentable or protected as trade secrets and whether or not such
    inventions or processes are made or conceived during normal working hours or on the premises of the Company. Consultant shall
    not disclose to any third party the nature or details of any such inventions or processes without the prior written consent
    of the Company.
	 	 	 
	 	●	In
    addition to the confidentiality obligations codified above, the Parties shall not during the term of this agreement or for
    five years after its conclusion or termination, in any way disparage one another in the market place, or otherwise. In no
    event during the referenced time frame shall consultant seek directly or indirectly to undermine the reputation of the Company,
    its management or especially its products.


 


	 	6.	Use
    of Name. It is understood that the name of the Consultant and Consultant’s affiliation with any third party will
    appear in disclosure documents required by securities laws, and in other regulatory and administrative filings in the ordinary
    course of the Company’s business. The Company may also use Consultant’s name in news releases and corporate materials.
    The above-described uses will be deemed to be noncommercial uses. The name of the Consultant or any third party will not be
    used for any commercial purpose without the Consultant’s consent.
	 	 	 
	 	7.	No
    Conflict. Valid and Binding. The Consultant represents that neither the execution of this Agreement nor the performance
    of the Consultant’s obligations under this Agreement will result in a violation or breach of any other agreement by
    which the Consultant is bound. The Company represents that this Agreement has been duly authorized and executed and is a valid
    and legally binding obligation of the Company, subject to no conflicting agreements.
	 	 	 
	 	8.	Notices.
    Any notice provided under this Agreement shall be in writing and shall be deemed to have been effectively given (i) upon receipt
    when delivered personally or (ii) one day after sending when sent by private express mail service (such as Federal Express)
    to the following address or to other such address as may have been designated by the Company or the Consultant by notice to
    the other given as provided herein:


 


	 	●	In
    the case of the Company:


 


PURE
Bioscience


1725
Gillespie Way


El
Cajon, CA 92020


(619)
596-8600, Ext. 100


Attn:
Chief Executive Officer


 


	 	●	In
    the case of the Consultant:


 


William
Otis


 




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	 	9.	Independent
    Contractor: Withholding. The Consultant will at all times be an independent contractor, and as such will not have authority
    to bind the Company. The Company shall not control the manner or means by which the Consultant shall perform the Services,
    including but not limited to the time and place the Consultant performs the Services. Consultant shall not enter into any
    agreements or incur any obligations on behalf of the Company. Consultant will not be eligible under this Agreement to participate
    in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits
    or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying
    any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including
    unemployment or disability, or obtaining worker’s compensation insurance on Consultants behalf. Consultant shall be
    responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest.
    Any persons employed by Consultant in connection with the performance of the Services shall be Consultant’s employees
    and Consultant shall be fully responsible for them.
	 	 	 
	 	10.	Assignment.
    Due to the personal nature of the services to be rendered by the Consultant, the Consultant may not assign this Agreement.
    The Company may assign all rights and liabilities under this Agreement to a subsidiary or an affiliate or to a successor to
    all or a substantial part of its business and assets without the consent of the Consultant. Subject to the foregoing, this
    Agreement will inure to the benefit of and be binding upon each of the heirs, assigns and successors of the respective parties.
	 	 	 
	 	11.	Severability.
    If any provision of this Agreement shall be declared invalid, illegal or unenforceable, such provision shall be severed and
    the remaining provisions shall continue in full force and effect.
	 	 	 
	 	12.	Remedies.
    The Consultant acknowledges that, due to the unique nature of the Pure Technology, the unauthorized use, transfer or disclosure
    of the Pure Technology shall cause irreparable harm and significant injury to the Company, the extent of which will be difficult
    to ascertain and for which there shall be no adequate remedy at law. Accordingly, Consultant further acknowledges that Company,
    in addition to any other available remedies, shall have the right to an immediate injunction and other equitable relief enjoining
    any breach or threatened breach of this Agreement, without the necessity of posting any bond or other security.
	 	 	 
	 	13.	Indemnification.
    Consultant shall defend, indemnify and hold harmless the Company and its affiliates and their officers, directors, employees,
    agents, successors and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments,
    interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys’ fees) arising
    out of or resulting from: (a) any contracted illness, bodily injury, death of any person or damage to real or tangible, personal
    property resulting from Consultants acts or omissions; and (b) Consultants breach of any representation, warranty or obligation
    under this Agreement.
	 	 	 
	 	14.	Insurance.
    Consultant assumes all risk and liability related to performing the Services required under this Agreement. During the
    Term, Company recommends Consultant maintain adequate workers’ compensation, commercial general liability, errors and
    omissions, and other forms of insurance, with policy limits sufficient to protect and indemnify the Company and its affiliates,
    and each of their officers, directors, agents, employees, subsidiaries, partners, members and controlling persons, from any
    losses resulting from you or your agents, servants or employees conduct, acts, or omissions. 
	 	 	 
	 	15.	Other
    Business Activities. Consultant may be engaged or employed in other business, trade, profession or other activity while
    providing services to the Company.
	 	 	 
	 	16.	Governing
    Law; Entire Agreement; Amendment. This Agreement shall be construed in accordance with, and governed by, the laws of California.
    Any action related to this agreement, including but not limited to its interpretation or enforcement shall be brought exclusively
    in the Superior Court of California in and for the County of San Diego. All parties acknowledge that said court has subject
    matter and personal jurisdiction in this matter and that it is a convenient forum for all concerned. This Agreement represents
    the entire understanding of the parties, supersedes all prior agreements between the parties, and may only be amended in writing.


 




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IN
WITNESS WHEREOF, this Agreement may be executed in counterparts, each of which shall constitute an original and all of which together
shall constitute one instrument, effective as of the date first above written.


 


	William
    Otis	 
	 	 	 
	By:	/s/
    William Otis	 
	Name:
    	William
    Otis	 
	 	 	 
	PURE
    BIOSCIENCE, INC.	 
	 	 	 
	By:	/s/
    Hank Lambert	 
	Name:
    	Hank
    Lambert	 
	Title:
    	Chief
    Executive Officer	 


 




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