Exhibit
10.12


 


CLIENT
Agreement


 


This
Client Agreement (the “Agreement”) entered into as of July 22, 2021 (the “Effective
Date”) is a binding contract between RenovoRx, Inc. and its affiliates (“you” or
“your”) and LS Associates, a division of LifeSci Advisors, LLC (the “Company,” “we,” or “us”).
Please read it carefully and, if you agree to and accept all of its terms and conditions, sign the Agreement in the space provided below.
You understand that by accessing and using the Company’s Services (as defined herein), you are agreeing to be bound by all of the
terms and conditions contained in this Agreement.


 


		1.	Overview
                                            and Use of Services



 


		1.1	The
                                            Company shall arrange for the provision of one or more professionals (each a “Professional”)
                                            to perform certain services for you, up to and including servicing as your Interim CFO (the
                                            “Services”).



 


		1.2	The
                                            scope of the Services (the “Engagement”) shall be set forth in one or
                                            more agreed upon statements of work (each a “Statement of Work”) attached
                                            to this Agreement and numbered in sequential order.



 


		1.3	You
                                            agree that you will not expand the scope of a Statement of Work without the prior agreement
                                            of the Company.



 


		1.4	You
                                            agree that you will not use Services to compete with the Company or any of its Services.



 


		1.5	You
                                            agree that neither your use of any Services nor this Agreement will prevent the Company from
                                            offering or providing Services to any other parties in its sole discretion.



 


		2.	Professionals



 


		2.1	You
                                            understand and agree that the Company relies on Professionals to provide accurate information
                                            about themselves and is not responsible for the accuracy of biographical information provided
                                            by Professionals. The scope and manner of any background checks or other investigations that
                                            the Company may undertake with regard to Professionals whom it engages are within the Company’s
                                            sole discretion unless otherwise agreed to in writing.



 


		2.2	You
                                            understand and agree that Professionals are not employees of the Company, but are independent
                                            contractors delivering services to you pursuant to the terms of this Agreement and any agreements
                                            between the Company and its Professionals, and that the Company cannot and does not guarantee
                                            the quality, accuracy, or completeness of any information any Professional provides to you.



 


		3.	Non-Solicitation
                                            of Professionals and the Company’s Personnel



 


		3.1	You
                                            agree not to knowingly solicit work of any kind (including but not limited to paid and
                                            unpaid advice, information, or content), or propose or agree to any kind of consulting,
                                            advisory, directorship, or employment arrangement, with any Professional to whom you are
                                            first introduced through the Company, for a period of one (1) year from your most recent
                                            Engagement with or including the Professional without first agreeing to pay the Company a
                                            placement fee (a “Placement Fee”) equal to twenty percent (20%) of such Professional’s
                                            starting annual base salary. The Placement Fee shall be paid to the Company within thirty
                                            (30) days of any such Professional’s commencement of employment.



 




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		3.2	You
                                            agree not to knowingly solicit for employment, or for any consulting arrangement, any employee
                                            of the Company, for a period of one year from the termination of this Agreement or any subsequent
                                            agreement between you and the Company.



 


		3.3	You
                                            agree that you will not pay or compensate a Professional to whom you are first introduced
                                            through the Company for the duration of the term set forth in a Statement of Work. and for
                                            a period of one year following the conclusion such term. If no term is specified in the Statement
                                            of Work, the foregoing restriction shall apply for the Term and for a period of one year
                                            following the Term. You will make all payments for the Services directly and exclusively
                                            to the Company.



 


		4.	Termination
                                            and termination



 


		4.1	The
                                            term of this Agreement (the “Term”) shall commence on the Effective Date
                                            and shall continue for a period of two (2) years from the Effective Date and shall be extended
                                            only by mutual written consent of the parties; provided, however, that if a Statement of
                                            Work is in effect at such time as this Agreement expires, then the Term shall be extended
                                            until the expiration of such Statement of Work. Each Statement of Work attached hereto shall
                                            specify the term of such Statement of Work.



 


		4.2	The
                                            provisions of the sections (including subsections) of this Agreement entitled Non-Solicitation
                                            of Professionals and the Company’s Personnel, Confidentiality, Indemnification, Limitation
                                            of Liability, and Miscellaneous Provisions, and Integration and Amendments, shall survive
                                            any termination of this Agreement.



 


		4.3	Client
                                            may cancel this agreement without cause with thirty (30) days written (email) notice.



 


		5.	Client’s
                                            Representations



 


		5.1	You
                                            represent and warrant that neither your use of the Services nor any of your discussions with
                                            Professionals would cause you to (a) breach any agreement with or other legal obligations
                                            to any person or entity, (b) violate any duty or obligation of any kind to, or policy or
                                            code of conduct of, any person or entity to which you are bound, or (c) violate any applicable
                                            provision of law.



 


		5.2	You
                                            represent and warrant that, to the extent any consent or waiver is required before you can
                                            permissibly obtain Services or sign this Agreement or a Statement of Work, you have obtained
                                            such consent or waiver.



 


		6.	Payment
                                            for Services



 


		6.1	The
                                            Client shall pay the Company for the Services in accordance with the terms specified in the
                                            applicable Statement of Work.



 


		6.2	The
                                            Client understands that the Company is not a broker-dealer and as such will not accept any
                                            commission-based fees in connection with a securities transaction.



 


		6.3	Unless
                                            provided otherwise in a Statement of Work, the Client shall pay the Company within thirty
                                            (30) days of receipt of invoice. Invoices shall be emailed or mailed to:



 




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RenovoRx,
Inc.


Attn:
Tricia McKenzie, Accounting


accounting@renovorx.com


 


Payment
shall be made in US Dollars to:


 


	If
    by wire:

     

    Bank
    name and address:

    City
    National Bank

    1140
    Ave of The Americas

    New
    York, NY 10036

    Account
    number: 665527115

    Routing
    Numbers (wires): 026013958

    Account
    holder’s name: LifeSci Advisors, LLC
	If
    by mail:

     

    LifeSci
    Advisors

    250
    West 55th Street, 34th Floor

    New
    York, NY 10019

     



 


		7.	Confidentiality



 


		7.1	Each
                                            party (the “Receiving Party”) shall hold in trust for the other party
                                            (the “Disclosing Party”), and shall not disclose to any person who is
                                            not party to this Agreement, any Confidential Information of the Disclosing Party; provided,
                                            however, the Receiving Party may disclose such Confidential Information (as defined below)
                                            only to the limited extent that such disclosure is absolutely necessary to allow the Receiving
                                            Party to perform the Receiving Party’s obligations hereunder.



 


		7.2	The
                                            terms, conditions and rates contained in this Agreement shall be considered the Confidential
                                            Information of each party, such that each party shall be deemed a Receiving Party with respect
                                            to such information. All information and other data in any media whatsoever that relates
                                            to the Client’s past, current or future products, research, discovery, development,
                                            tests, test results, clinical trials, procedures, inventions, ideas, processes, databases,
                                            techniques, designs and other technical data, any other intellectual property, software,
                                            and software documentation, as well as all other information and other data which relates
                                            in any way to any of the Client’s past, existing, proposed, or budgeted manufacturing,
                                            marketing, management, information technology, finances, administration, sales, distribution,
                                            undertakings, contracts, or agreements shall be the Client’s Confidential Information
                                            such that the Company is the Receiving Party with respect to such information, regardless
                                            of whether such information is disclosed to the Company or obtained or generated by the Company
                                            in the course of providing Services.



 


		7.3	Confidential
                                            Information shall not include information which is (i) previously known to the Receiving
                                            Party without obligations of confidentiality; (ii) publicly available through no fault of
                                            the Receiving Party; (iii) independently developed by the Receiving Party without reliance
                                            on the Confidential Information of the Disclosing Party; or (iv) disclosed to the Receiving
                                            Party without obligations of confidentiality by a third party without breach of any obligations
                                            of confidentiality. The Receiving Party may disclose Confidential Information without violating
                                            its obligations under this Section 7 to the extent that such disclosure is required pursuant
                                            to court order, duly authorized subpoena, or applicable laws or regulations, provided that
                                            the Receiving Party shall promptly notify the Disclosing Party of such intended disclosure
                                            and cooperate in any good faith efforts by the Disclosing Party to obtain a protective order
                                            or otherwise limit or protect such disclosure to the extent possible.



 




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		7.4	The
                                            obligations of this Section 7 shall survive the termination or expiration of this Agreement
                                            for a period of seven (7) years. Upon the termination or expiration of this Agreement, the
                                            Receiving Party shall deliver to the other, or at the option of the Disclosing Party, destroy
                                            all of the Disclosing Party’s Confidential Information, provided that each party shall
                                            be entitled to retain one copy of the Confidential Information as necessary for archival
                                            purposes and/or as required by law.



 


		8.	Indemnification



 


		8.1	You
                                            agree to indemnify and hold harmless the Company and its affiliates, and their respective
                                            officers, directors, employees, members, managing members, managers, agents (including Professionals),
                                            representatives, successors and assigns from any and all actions, claims, charges, demands,
                                            costs, expenses and damages (including attorney’s fees and expenses) and liabilities
                                            of any kind whatsoever directly or indirectly resulting from, arising out of or in connection
                                            with your use of the Services, your violation of any law or contract arising from or relating
                                            to this Agreement or the Services, or your breach or violation of any provision of this Agreement.



 


		9.	Limitation
                                            of Liability



 


		9.1	You
                                            agree that under no circumstances will the Company or a Professional be liable to you or
                                            to any third party for any indirect, incidental, consequential, exemplary or punitive damages
                                            arising from or relating to the Services or this Agreement. The Company will not be liable
                                            for any claims against you by third parties. In no event shall the maximum cumulative liability
                                            of the Company arising from or related to any conduct in connection with this Agreement exceed
                                            the fees paid to the Company hereunder. These limitations will apply to any liability arising
                                            from any cause of action whatsoever, whether in contract, tort (including negligence), strict
                                            liability, or otherwise, even if the Company is advised of the possibility of such costs
                                            or damages.



 


		10.	Miscellaneous
                                            Provisions



 


		10.1	Governing
                                            Law & Arbitration



 


		(a)	This
                                            Agreement, as well as any claims arising from or related thereto, shall be governed by and
                                            be construed in accordance with the laws of the State of New York without regard to its choice-of-law
                                            rules.



 


		(b)	Any
                                            dispute, controversy or claim, whether in tort, contract, or otherwise, that arises from
                                            or relates to this Agreement, including the arbitrability of any such dispute, controversy
                                            or claim, shall be exclusively and finally determined by arbitration before a single arbitrator.
                                            The arbitration shall be administered by JAMS pursuant to its Streamlined Rules and Procedures.
                                            The enforceability of this arbitration agreement shall be governed by the U.S. Federal Arbitration
                                            Act. The venue for all arbitrations shall be New York City, unless the Client is headquartered
                                            (i) in Europe, in which case such Client may elect to have the arbitration held in London,
                                            England, or (ii) in Asia, in which case such Client may elect to have the arbitration held
                                            in Singapore. The language to be used in the arbitration proceeding will be English. Judgment
                                            upon the award rendered by the arbitrator may be entered by any court having jurisdiction
                                            thereof. Arbitration shall not be deemed a waiver of the Company’s right to seek injunctive
                                            relief in any court of competent jurisdiction as provided for in this Agreement. Each party
                                            is responsible for its own legal fees, and the arbitrator may not include the payment of
                                            attorneys’ fees or expenses as a part of any award. Arbitrations arising from the same
                                            or related claims may be consolidated in one arbitration proceeding. You agree to an arbitration
                                            on an individual basis. In any dispute, neither you nor the Company shall be entitled to
                                            join or consolidate claims by or against other Clients, or arbitrate any claim as a class
                                            representative, class member, or in a private attorney general capacity. If any provision
                                            of this arbitration agreement is found unenforceable, the unenforceable provision shall be
                                            severed, and the remaining arbitration terms shall be enforced (but in no case shall there
                                            be a class arbitration). You and the Company are agreeing to give up any rights to litigate
                                            claims in a court or before a jury or to participate in a class action or representative
                                            action with respect to a claim. Other rights that you would have if you went to court, such
                                            as access to discovery, may also be unavailable or may be limited in arbitration.



 




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		10.2	Notices



 


You
and the Company each agree that any notices under this Agreement may be provided electronically. You agree to send any notices under
this Agreement to the Company at compliance@lsassociates.com. You agree that notice to you under this Agreement will be considered
sufficient if it is emailed to you at the email address in the signature block below.


 


		10.3	Severability



 


If
any provision of this Agreement is determined by any court or other competent authority to be illegal, invalid, or unenforceable to any
extent, it will to that extent be severed from the remainder of this Agreement, and the remainder of the Agreement will otherwise continue
to be in full effect.


 


		10.4	No
                                            Waiver



 


No
delay or failure by any party in exercising any right under this Agreement, nor any partial or single exercise of any right, will constitute
a waiver of that right or any other rights under this Agreement. No consent to a breach of any express or implied term of this Agreement
constitutes a consent to any other or subsequent breach.


 


		10.5	Counterparts



 


This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


		11.	Complete
                                            Agreement



 


		11.1	This
                                            Agreement constitutes the entire agreement between the parties hereto with respect to the
                                            subject matter hereof. This Agreement supersedes all previous agreements, whether written
                                            or oral, entered into between the parties.



 


		11.2	No
                                            amendment to this Agreement shall be binding upon either party hereto, unless it is in writing
                                            and executed on behalf of each party hereto by a duly authorized representative and expressly
                                            specified as such.



 


Signature
page follows


 






    	 	-5-	 



     


    

 


IN
WITNESS WHEREOF, this Agreement is executed effective as of July 22, 2021.


 


	LS Associates	 	 	 
	a Division of LifeSci Advisors, LLC	 	RenovoRx, Inc.
	 	 	 	 	 
	By:	  /s/
    Scott Janssen 	 	By:	  /s/
    Shaun R. Bagai 
	 	 	 	 	 
	Name: 	 Scott
    Janssen 	 	Name:	Shaun
    R. Bagai
	 	 	 	 	 
	Title:	 Managing
    Director 	 	Title:	CEO
	 	 	 	 	 
	Email:	compliance@Lsassociates.com
    	 	Email:	shaun@renovorx.com


 




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STATEMENT
OF WORK # 1_2021


 


This
Statement of Work (“SOW”) by and between LS Associates, a Division of LifeSci Advisors, LLC (“LifeSci”) and RenovoRx,
Inc. (“the Client”) and pursuant to the terms of the Master Services Agreement dated July 22, 2021 shall be effective as
of July 22, 2021.


 


	1.       	DESCRIPTION OF
  SERVICES




 


		a.	LifeSci
                                            is providing Interim CFO consulting services to Client for projects on an as needed basis.



 


	2.       	TERM AND TERMINATION




 


		a.	The
                                            term of this SOW (the “SOW Term”) shall commence as of the date first written
                                            above and shall expire on the twelve (12)-month anniversary of such date unless earlier terminated
                                            in accordance with the terms hereof. Unless either party gives notice to the other at least
                                            thirty (30) days prior to the expiration of the SOW Term, the SOW Term of this Agreement
                                            shall be automatically renewed for successive twelve (12)-month periods.



 


		b.	In
                                            the event that either party materially breaches or defaults in the performance or observation
                                            of any of the provisions of this Agreement and such breach or default is incapable of cure,
                                            or with respect to a material breach or default capable of cure, such breach or default is
                                            not cured within thirty (30) days after receiving written notice from the other party specifying
                                            such breach or default, the non-defaulting party shall have the right to terminate this Agreement
                                            upon written notice to the defaulting party.



 


		c.	Client
                                            may cancel this SOW without cause with thirty (30) days written (email) notice.



 


	3.	FEES




  


		a.	LifeSci
                                            will bill Client on a monthly basis and based on hours worked by our Professionals at a rate
                                            of $400.00 (four hundred US dollars) per hour. LifeSci estimates the monthly fees will be
                                            between $20,000 and $25,000 for the first three months of the engagement. For the first three
                                            months the fees will be capped at $25,000 unless agreed in writing by Client and by our Professionals.
                                            After the first three months, LifeSci will adjust its time in order to meet a monthly fee
                                            range of $15,000 per month unless agreed in writing by Client and by our Professionals.



 


		b.	Once
                                            engaged, we will work with Client to prepare a specific project plan and monthly fee budget
                                            for the workstreams that will be jointly developed, completed, and approved in writing by
                                            Client.



 


IN
WITNESS WHEREOF, the parties hereto have executed this SOW as of the day and year first above written. Please confirm that this SOW meets
with your approval by signing where indicated below and returning a signed copy of this SOW to LifeSci.


 


Signature
page follows


 




    	 	-7-	 



     


    

 


	LS Associates	 
	a Division of LifeSci Advisors, LLC	 
	 	 	 
	By:	 /s/
    Scott Janssen 	 
	 	 	 
	Name: 	 Scott Janssen 
	 
	 	 	 
	Title:	 Managing
    Director 	 


 


Accepted
and agreed to as of the date first written above:


 


	RenovoRx, Inc.	 
	 	 	 
	By:	 /s/
    Shaun Bagai 	 
	 	 	 
	Name:
    	Shaun
    R. Bagai	 
	 	 	 
	Title:
    	CEO	 


 




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