Exhibit
10.4


 


RENOVORX
CONSULTING AGREEMENT


 


Effective
Date: ____________________________


 


This
Consulting Agreement (the “Agreement”) is made as of the Effective Date set forth above by and between
RenovoRx, Inc, a Delaware corporation (“Client”) and the consultant named on the signature page hereto
(“Consultant”).


 


1.
Engagement of Services. Client may issue Project Assignments to Consultant in the form attached to this Agreement as Exhibit
A (“Project Assignment”). Subject to the terms of this Agreement, Consultant will render the services
set forth in Project Assignment(s) accepted by Consultant (the “Services”) by the completion dates set
forth therein. Except as otherwise provided in the applicable Project Assignment, Consultant will be free of control and direction
from the Client (other than general oversight and control over the results of the Services), and will have exclusive control over
the manner and means of performing the Services, including the choice of place and time. Consultant will provide, at Consultant’s
own expense, a place of work and all equipment, tools and other materials necessary to complete the Services; however, to the
extent necessary to facilitate performance of the Services, Client may, in its discretion, make certain of its equipment or facilities
available to Consultant at Consultant’s request. While on the Client’s premises, Consultant agrees to comply with
Client’s then-current access rules and procedures, including those related to safety, security and confidentiality. Consultant
agrees and acknowledges that Consultant has no expectation of privacy with respect to Client’s telecommunications, networking
or information processing systems (including stored computer files, email messages and voice messages) and that Consultant’s
activities, including the sending or receiving of any files or messages, on or using those systems may be monitored, and the contents
of such files and messages may be reviewed and disclosed, at any time, without notice.


 


2.
Compensation. Client will pay Consultant the fee set forth in each Project Assignment for Services rendered pursuant to this
Agreement as Consultant’s sole compensation for such Services. Consultant will be reimbursed only for expenses that are
expressly provided for in a Project Assignment or that have been approved in advance in writing by Client, provided Consultant
has furnished such documentation for authorized expenses as Client may reasonably request. Payment of Consultant’s fees
and expenses will be in accordance with terms and conditions set forth in the applicable Project Assignment. Upon termination
of this Agreement for any reason, Consultant will be paid fees on the basis stated in the Project Assignment(s) for work which
has been completed. Unless otherwise provided in a Project Assignment, payment to Consultant of undisputed fees will be due 30
days following Client’s receipt of an invoice that contains accurate records of the work performed sufficient to document
the invoiced fees.


 


3.
Ownership of Work Product. Consultant agrees that any and all Work Product (as defined below) will be the sole and exclusive
property of Client. Consultant hereby irrevocably assigns to Client all right, title and interest worldwide in and to any deliverables
specified in a Project Assignment (“Deliverables”), and to any ideas, concepts, processes, discoveries,
developments, formulae, information, materials, improvements, designs, artwork, content, software programs, other copyrightable
works, and any other work product created, conceived or developed by Consultant (whether alone or jointly with others) for Client
during or before the term of this Agreement, including all copyrights, patents, trademarks, trade secrets, and other intellectual
property rights therein (the “Work Product”). Consultant retains no rights to use the Work Product and
agrees not to challenge the validity of Client’s ownership of the Work Product. Consultant agrees to execute, at Client’s
request and expense, all documents and other instruments necessary or desirable to confirm such assignment. Consultant hereby
irrevocably appoints Client as Consultant’s attorney-in-fact for the purpose of executing such documents on Consultant’s
behalf, which appointment is coupled with an interest. Consultant will deliver any Deliverables in accordance with the applicable
Project Assignment and disclose promptly in writing to Client all other Work Product.


 




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4.
Other Rights. If Consultant has any rights, including without limitation “artist’s rights” or “moral
rights,” in the Work Product that cannot be assigned, Consultant hereby unconditionally and irrevocably grants to Client
an exclusive (even as to Consultant), worldwide, fully paid and royalty-free, irrevocable, perpetual license, with rights to sublicense
through multiple tiers of sublicensees, to use, reproduce, distribute, create derivative works of, publicly perform and publicly
display the Work Product in any medium or format, whether now known or later developed. In the event that Consultant has any rights
in the Work Product that cannot be assigned or licensed, Consultant unconditionally and irrevocably waives the enforcement of
such rights, and all claims and causes of action of any kind against Client or Client’s customers.


 


5.
License to Preexisting IP. Consultant agrees not to use or incorporate into Work Product any intellectual property developed
by any third party or by Consultant other than in the course of performing services for Client (“Preexisting IP”).
In the event Consultant uses or incorporates Preexisting IP into Work Product, Consultant hereby grants to Client a non-exclusive,
perpetual, fully-paid and royalty- free, irrevocable and worldwide right, with the right to sublicense through multiple levels
of sublicensees, to use, reproduce, distribute, create derivative works of, publicly perform and publicly display in any medium
or format, whether now known or later developed, such Preexisting IP incorporated or used in Work Product. However, in no event
will Consultant incorporate into the Work Product any software code licensed under the GNU GPL or LGPL or any similar “open
source” license. Consultant represents and warrants that Consultant has an unqualified right to license to Client all Preexisting
IP as provided in this section.


 


6.
Representations and Warranties & Consultant’s Business. Consultant represents and warrants that: (a) the Services
will be performed in a professional manner and in accordance with the industry standards and the Work Product will comply with
the requirements set forth in the applicable Project Assignment, (b) Work Product will be an original work of Consultant, (c)
Consultant has the right and unrestricted ability to assign the ownership of Work Product to Client as set forth in Section 3
(including without limitation the right to assign the ownership of any Work Product created by Consultant’s employees or
contractors), (d) neither the Work Product nor any element thereof will infringe upon or misappropriate any copyright, patent,
trademark, trade secret, right of publicity or privacy, or any other proprietary right of any person, whether contractual, statutory
or common law, (e) Consultant has an unqualified right to grant to Client the license to Preexisting IP set forth in Section 5,
and (f) Consultant will comply with all applicable federal, state, local and foreign laws governing self-employed individuals,
including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability, and other
contributions. Consultant further represents and warrants that Consultant is self-employed in an independently established trade,
occupation, or business, maintains and operates a business that is separate and independent from Client’s business, holds
himself or herself out to the public as independently competent and available to provide applicable services similar to the Services,
has obtained and/or expects to obtain clients or customers other than Client for whom Consultant performs services, and will perform
work for Client that Consultant understands is outside the usual course of Client’s business. Consultant agrees to indemnify
and hold Client harmless from any and all damages, costs, claims, expenses or other liability (including reasonable attorneys’
fees) arising from or relating to the breach or alleged breach by Consultant of the representations and warranties set forth in
this Section 6.


 




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7.
Independent Contractor Relationship. Consultant’s relationship with Client is that of an independent contractor, and
nothing in this Agreement is intended to, or should be construed to, create


 


a
partnership, agency, joint venture or employment relationship between Client and any of Consultant’s employees or agents.
Consultant is not authorized to make any representation, contract or commitment on behalf of Client. Consultant (if Consultant
is an individual) and Consultant’s employees will not be entitled to any of the benefits that Client may make available
to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. Because
Consultant is an independent contractor, Client will not withhold or make payments for social security, make unemployment insurance
or disability insurance contributions, or obtain workers’ compensation insurance on behalf of Consultant. Consultant is
solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to,
any federal, state or local tax authority with respect to the performance of Services and receipt of fees under this Agreement.
Consultant is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing Services
under this Agreement. No part of Consultant’s compensation will be subject to withholding by Client for the payment of any
social security, federal, state or any other employee payroll taxes. Client will regularly report amounts paid to Consultant by
filing Form 1099-MISC with the Internal Revenue Service as required by law. If, notwithstanding the foregoing, Consultant is reclassified
as an employee of Client, or any affiliate of Client, by the U.S. Internal Revenue Service, the U.S. Department of Labor, or any
other federal or state or foreign agency as the result of any administrative or judicial proceeding, Consultant agrees that Consultant
will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis,
any employee benefits under any plans or programs established or maintained by Client.


 


8.
Confidential Information. Consultant agrees that during the term of this Agreement and thereafter it will not use or permit
the use of Client’s Confidential Information in any manner or for any purpose not expressly set forth in this Agreement,
will hold such Confidential Information in confidence and protect it from unauthorized use and disclosure, and will not disclose
such Confidential Information to any third parties except as set forth in Section 9 below. “Confidential Information”
as used in this Agreement means all information disclosed by Client to Consultant, whether during or before the term of this Agreement,
that is not generally known in the Client’s trade or industry and will include, without limitation: (a) concepts and ideas
relating to the development and distribution of content in any medium or to the current, future and proposed products or services
of Client or its subsidiaries or affiliates; (b) trade secrets, drawings, inventions, know-how, software programs, and software
source documents; (c) information regarding plans for research, development, new service offerings or products, marketing and
selling, business plans, business forecasts, budgets and unpublished financial statements, licenses and distribution arrangements,
prices and costs, suppliers and customers; (d) existence of any business discussions, negotiations or agreements between the parties;
and (e) any information regarding the skills and compensation of employees, contractors or other agents of Client or its subsidiaries
or affiliates. Confidential Information also includes proprietary or confidential information of any third party who may disclose
such information to Client or Consultant in the course of Client’s business. Confidential Information does not include information
that (x) is or becomes a part of the public domain through no act or omission of Consultant, (y) is disclosed to Consultant by
a third party without restrictions on disclosure, or (z) was in Consultant’s lawful possession prior to the disclosure and
was not obtained by Consultant either directly or indirectly from Client. In addition, this section will not be construed to prohibit
disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other
governmental authority; provided, however, that Consultant will first have given notice to Client and will have made a
reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes
for which the order was issued. All Confidential Information furnished to Consultant by Client is the sole and exclusive property
of Client or its suppliers or customers. Upon request by Client, Consultant agrees to promptly deliver to Client the original
and any copies of the Confidential Information. Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C.
Section 1833(b), Consultant will not be held criminally or civilly liable under any federal or state trade secret law for the
disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly
or indirectly, or to an attorney, and solely for the purpose of reporting


or
investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if
such filing is made under seal.


 




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9.
Consultant’s Employees, Consultants and Agents. Consultant will ensure that each of its employees, consultants and agents
who will have access to any Confidential Information or perform any Services has entered into a binding written agreement that
is expressly for the benefit of Client and protects Client’s rights and interests to at least the same degree as Section
8. Client reserves the right to refuse or limit Consultant’s use of any employee, consultant or agent or to require Consultant
to remove any employee, consultant or agent already engaged in the performance of the Services. Client’s exercise of such
right will in no way limit Consultant’s obligations under this Agreement.


 


10.
No Conflict of Interest. During the term of this Agreement, Consultant will not accept work, enter into a contract, or accept
an obligation from any third party, inconsistent or incompatible with Consultant’s obligations, or the scope of Services
rendered for Client, under this Agreement. Consultant warrants that there is no other contract or duty on its part inconsistent
with this Agreement. Consultant agrees to indemnify Client from any and all loss or liability incurred by reason of the alleged
breach by Consultant of any services agreement with any third party.


 


11.
Term and Termination.


 


11.1
Term. The initial term of this Agreement is for one (1) year from the


 


Effective
Date set forth above, unless earlier terminated as provided in this Agreement. Thereafter, this


 


Agreement
will automatically renew on its anniversary date, for one (1) year terms, unless Client


 


provides
15 days’ written notice prior to any such anniversary date that the Agreement will not renew.


 


11.2
Termination Without Cause. Client may terminate this Agreement with or without cause, at any time upon 15 days’ prior
written notice to Consultant. Consultant may terminate this Agreement without cause, at any time when no Project Assignment is
in effect upon 30 days’ prior written notice to Client.


 


11.3
Termination for Cause. Either party may terminate this Agreement immediately in the event the other party has materially breached
the Agreement and failed to cure such breach within 15 days after notice by the non-breaching party is given.


 


11.4
Survival. The rights and obligations contained in Sections 3 (“Ownership of Work Product”), 4 (“Other
Rights”), 5 (“License to Preexisting IP”), 6 (“Representations and Warranties”),
and 8 (“Confidential Information”) and 12 (“Noninterference with Business”)]
will survive any termination or expiration of this Agreement.


 


12.
Noninterference with Business. Consultant agrees that during the Term of this Agreement, Consultant will not, without Client’s
express written consent, either directly or indirectly engage in any employment or business activity that is competitive with,
or would otherwise conflict with the Services rendered to, or that would otherwise interfere with the business of, the Client.
Consultant agrees that during the Term of this Agreement, and for one year thereafter, Consultant will not either directly or
indirectly, solicit or attempt to solicit any employee, independent contractor, or consultant of Client to terminate his, her
or its relationship with Client in order to become an employee, consultant, or independent contractor to or for any other person
or entity.


 




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13.
Arbitration of All Disputes.


 


13.1
Agreement to Arbitrate. To ensure the timely and economical resolution of disputes that may arise between Consultant and Client,
both Consultant and Client mutually agree that pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest
extent permitted by applicable law, they will submit solely to final, binding and confidential arbitration any and all disputes,
claims, or causes of action arising from or relating to: (i) the negotiation, execution, interpretation, performance, breach
or enforcement of this Agreement; or (ii) the relationship between Client and Consultant; or (iii) the termination
of that relationship; provided, however, that this Section 13 shall not apply to any claim or cause of action that cannot
be subject to arbitration as a matter of law. BY AGREEING TO THIS ARBITRATION PROCEDURE, BOTH CONSULTANT AND CLIENT WAIVE THE
RIGHT TO RESOLVE ANY SUCH DISPUTES THROUGH A TRIAL BY JURY OR JUDGE OR THROUGH AN ADMINISTRATIVE PROCEEDING.


 


13.2
Arbitrator Authority. The Arbitrator shall have the sole and exclusive authority to determine whether a dispute, claim or
cause of action is subject to arbitration under this Section 13 and to determine any procedural questions which grow out of such
disputes, claims or causes of action and bear on their final disposition.


 


13.3
Individual Capacity Only. All claims, disputes, or causes of action under this Section 13, whether by Consultant or Client,
must be brought solely in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any
purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The Arbitrator
may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class
proceeding. To the extent that the preceding sentences in this Section 13.3 are found to violate applicable law or are otherwise
found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration.


 


13.4
Arbitration Process. Any arbitration proceeding under this Section 13 shall be presided over by a single arbitrator and conducted
by JAMS, Inc. (“JAMS”) in JAMS Silicon Valley Resolution Center 160 W. Santa Clara Street, Suite
1600, San Jose, CA 95113, under the then applicable JAMS streamlined rules for the resolution of disputes (available upon request
and also currently available at http://www.jamsadr.com/rules-streamlined-arbitration/). Consultant and Client both have
the right to be represented by legal counsel at any arbitration proceeding, at each party’s own expense. The Arbitrator
shall: (i) have the authority to compel adequate discovery for the resolution of the dispute; (ii) issue a written
arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award; and (iii)
be authorized to award any or all remedies that Consultant or Client would be entitled to seek in a court of law. Client shall
pay all JAMS arbitration fees in excess of the amount of court fees that would be required of Consultant if the dispute were decided
in a court of law.


 


13.5
Injunctive Relief and Final Orders. Nothing in this Section 13 is intended to prevent either Consultant or Client from obtaining
injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any final award in any
arbitration proceeding hereunder may be entered as a judgment in the federal and state courts of any competent jurisdiction and
enforced accordingly


 


14.
Successors and Assigns. Consultant may not subcontract or otherwise delegate or assign this Agreement or any of its obligations
under this Agreement without Client’s prior written consent. Any attempted assignment in violation of the foregoing will
be null and void. Subject to the foregoing, this Agreement will be for the benefit of Client’s successors and assigns, and
will be binding on Consultant’s assignees.


 




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15.
Notices. Any notice required or permitted by this Agreement will be in writing and will be delivered as follows with notice
deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification
of receipt; (iii) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by
certified or registered mail, return receipt requested, upon verification of receipt. Notice will be sent to the addresses set
forth below or such other address as either party may specify in writing.


 


16.
Governing Law. This Agreement will be governed in all respects by the laws of the United States of America and by the laws
of the State of California, without giving effect to any conflicts of laws principles that require the application of the law
of a different jurisdiction.


 


17.
Severability. Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the
legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.


 


18.
Waiver. The waiver by Client of a breach of any provision of this Agreement by Consultant will not operate or be construed
as a waiver of any other or subsequent breach by Consultant.


 


19.
Injunctive Relief for Breach. Consultant’s obligations under this Agreement are of a unique character that gives them
particular value; breach of any of such obligations will result in irreparable and continuing damage to Client for which there
will be no adequate remedy at law; and, in the event of such breach, Client will be entitled to injunctive relief and/or a decree
for specific performance, and such other and further relief as may be proper (including monetary damages if appropriate).


 


20.
Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and
supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement
will govern all services undertaken by Consultant for Client; provided, however, that in the event of any conflict between
the terms of this Agreement and any Project Assignment, the terms of the applicable Project Assignment will control. This Agreement
may only be changed or amended by mutual agreement of authorized representatives of the parties in writing. This Agreement may
be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one
and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature
complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission
method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for
all purposes.


 


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The
parties have executed this Agreement as of the Effective Date.


 


	 	CLIENT:
	 	 
	 	RenovoRx,
    Inc
	 	 	 
	 	By:
    	 
	 	 	 
	 	Name:	Shaun
    Bagai
	 	 	 
	 	Title:	Chief
    Executive Officer 
	 	 	 
	 	Email:
    	shaun@renovorx.com
	 	 	 
	 	Address:	4546
                                         El Camino Real, Suite 223,

                                                         Los
                                         Altos, CA 94022


 





                                                         



 


	 	CONSULTANT:
	 	 
	 	Paul
    H Manners
	 	Name
    of Consultant (Please Print)
	 	 
	 	Signature
	 	 
	 	CFO
	 	Title
    (if applicable)
	 	 
	 	paulhmanners@gmail.com
	 	Email
	 	 
	 	Address:

        943
        Aquarius Way, Oakland, CA 94611


 








 


	 	Tax ID	



 




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EXHIBIT
A


 


STATEMENT
OF WORK


 


This
Statement of Work (“SOW”) is incorporated into the Consulting Agreement by and between Company and Consultant (the
“Agreement”) to which this SOW is an Exhibit. This SOW describes services to be performed and provided by Consultant
pursuant to the Agreement. If any item in this SOW is inconsistent with the Agreement prior to such incorporation, the terms of
this SOW will control, but only with respect to the services to be performed under this SOW.


 


Scope
of Services:


 


	 	 ●	Consultant
    shall serve as the Company’s Chief Financial Officer, and shall report to the CEO. Consultant is expected to work 20-30
    hours per month.


 


Financial



 


	 	●	Develop
    the Annual Operating Plan
	 	●	Track
    actual spend against agreed Budget and report out to Executive staff on a monthly basis
	 	●	Track
    milestones against the agreed Plan
	 	●	Maintain
    QuickBooks Financials / General Bookkeeping as needed
	 	●	Remit
    payment to all incoming invoices (as per RenovoRx Signature Authority Policy)
	 	●	Monthly
    financial reporting of P&L, Cash flow and Balance Sheet
	 	●	Quarterly
    review of budget
	 	●	Maintain
    shared database of incoming invoices


 


Board
Relations / Communications


 


	 	●	Prepare
    and present financial slides for Board Meetings


 


Investors
Relations / Communications


 


	 	●	Prepare
    Quarterly Reports and send to all RRx major investors Updated
    financial reports (P&L, Balance Sheet, etc.)
	 	●	Budget
	 	●	Cap
    Table
	 	●	Bulleted
    list of achievement and misses – from executive team contributes
	 	●	Create
    the final reports based on input 


 


Stock/Options/Company
Value


 


	 	●	Maintain
    Stock Option Register and Cap Table in line with company law firm
	 	●	Maintain
    the proper fair market value of option grants (409a valuation)
	 	●	Prepare
    Financial Models to support Company Valuation as needed


 




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Fiscal
Matters


 


	 	●	Statutory
    Tax Filings, Federal and State
	 	●	1099’s
    and other compliance reporting


 


Note:
While this job description attempts to describe the essential functions of the position, it does not prescribe or restrict the
tasks that may be assigned. It does not restrict management’s right to assign or re-assign duties or responsibilities to
this job at any time.


 


Compensation


 


Consultant’s
compensation consists of stock options and an hourly wage of Fifty dollars ($50) per hour, not to exceed two thousand dollars
($2,000) per month without prior (email) authorization from the CEO. Subject to Board Approval, Consultant is hereby granted an
Option to purchase one hundred and forty thousand (140,000) shares of RenovoRx, Inc. Common Stock at the fair market value as
determined by the Board as of the grant date, pursuant to the Company’s 2013 Equity Incentive Plan (the “Equity Plan”)
which shall vest in accordance with the following:


 


The
Option will be subject to a two-year vesting period subject to Consultant’s continued service with RenovoRx, with a 25%
cliff at six (6) months of service and the remaining 75% of the shares subject to the Option vesting in equal monthly installments
over the remaining eighteen (18) months (or 24th of the Option per month) for each full month of Consultant’s
continued service following commencement of Consultant’s services.


 


Expenses


 


Company
will reimburse Consultant for reasonable out-of-pocket business expenses incurred in connection with the Services, provided that
such expenses are approved in advance by the Company and fully documented to Company’s satisfaction. As of the date hereof,
no amount is due to the Consultant for any such expenses. Consultant shall be reimbursed for approved out-of-pocket expenses as
soon as practicable after an invoice is received, on a monthly basis.


 


	 	Consultant
    Initial ________
	 	 
	 	Company
    Initial ________


 




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