Exhibit
10.17


 


Execution
Version


 


CONSULTING
AGREEMENT


 


This
Consulting Agreement (the “Agreement”) is entered into as of this 22nd day of May, 2020 (the “Effective
Date”) by and between Qualigen Therapeutics, Inc. (formerly known as Ritter Pharmaceuticals, Inc.), at 2042 Corte
Del Nogal, Carlsbad, California 92011 (the “Company”), and Andrew J. Ritter, at 2800 W. Oxnard St. # 250, Woodland
Hills, CA 91367 (“Consultant”). Company and the Consultant are collectively referred to herein as the “Parties.”


 


TERMS
AND CONDITIONS


 


1.
Services. Consultant shall perform the services (“Services”) described in the Statement of Work attached hereto
as Exhibit A, and any subsequent Statement of Work mutually agreed upon by the Parties in writing in the form attached hereto
as Exhibit A and signed by authorized representatives of each Party (each, a “Statement of Work”).


 


2.
Fees; Invoices; Payment. In consideration for the performance of the Services by Consultant, Company agrees to pay Consultant
for Services rendered as stipulated in the applicable Statement of Work. Consultant shall submit invoices upon achievement of
milestones as set forth in the applicable Statement of Work. The invoices will be paid within 14 days following receipt of invoice,
absent any unresolved contract or billing issues.


 


3.
Effective Date; Term. This Agreement shall be effective as of the Effective Date, and shall end on the Expiration Date
outlined on the applicable Statement of Work, unless extended by mutual written agreement signed by both parties or terminated
earlier by either party under Section 8.


 


4.
Nature of Engagement.


 


	 	a.	Independent
    Contractor. It is the express intention of the parties that Consultant provides services as an independent contractor
    and not an employee, agent, joint venture or partner of Company. Nothing in this Agreement shall be interpreted or construed
    as creating or establishing any relationship to the contrary. Both Parties acknowledge that Consultant is not an employee
    for federal and state tax purposes. Company shall not have the right to direct or control the means, manner, or details by
    which Consultant accomplishes the Services, nor will Company instruct Consultant as to when, where, or how the order of tasks
    are to be performed, subject to the agreed upon details in the Statement of Work attached hereto and all reasonable deadlines
    set by Company. The Consultant shall have the right to control and determine the time, place, methods, manner and means of
    performing the services, subject to the agreed upon details in the Statement of Work attached. In performing the services,
    the amount of time devoted by the Consultant on any given day will be entirely within the Consultant’s control, and
    the Company will rely on the Consultant to put in the amount of time necessary to fulfill the requirements of this Agreement.
    The Consultant reserves the right to decline a proposed project at any time. The Consultant is not required to attend meetings
    at the Company, or make on-site visits to the Company. At the option of Company, Consultant may be required to execute other
    documents evidencing compliance with Consultant’s tax obligations related to this Agreement, including without limitation,
    a federal Form W-9 and any other tax and/or work eligibility documentation required for Company to remit payment. Consultant
    shall retain the right to perform services for others during the term of this Agreement.


 




    	 



     


    

 


	 	b.	State
    and Federal Taxes. Consultant is responsible for paying all required state and federal taxes and insurance. In particular:
	 	 	 	 
	 	 	●	Company
    will not withhold FICA (social security) and medicare taxes from Consultant’s payments.
	 	 	 	 
	 	 	●	Company
    will not make state or federal unemployment contributions on behalf of Consultant.
	 	 	 	 
	 	 	●	Company
    will not obtain workers’ compensation insurance on behalf of Consultant.
	 	 	 	 
	 	 	●	Company
    will not withhold state or federal income tax from payments made to Consultant.
	 	 	 	 
	 	 	●	Company
    will not make disability insurance contributions on behalf of Consultant.


 


5.
Proprietary Information. “Proprietary Information” shall mean all information and materials that relate to
the business of Company, its parents, subsidiaries, affiliates, and/or any of their donors, users, viewers, licensors, licensees
and distributors, in any form and whether or not labeled or identified as confidential or proprietary, including but not limited
to, (a) information about actual or potential investees or grantees; (b) financial and other information about costs, revenue,
profits or forecasts; (c) information regarding business strategy, marketing or methods of operation; (d) personnel files and
information about compensation and benefits; (e) third party information or materials that Company or its parents, subsidiaries
or affiliates agree to hold in confidence; and (f) technologies, concepts, methods, sources, methods of doing business, patterns,
processes, compounds, formulae, programs, devices, tools, compilations of information, development, manufacturing, purchasing,
engineering, computer programs (whether in source code or object code), theories, techniques, procedures, strategies, systems,
written works, and designs. Proprietary Information shall not include: (i) information or materials that are or become generally
known to the public through lawful means and through no fault of Consultant; or (ii) information or materials known to Consultant
without confidentiality restrictions prior to the initial disclosure by Company.


 


6.
Confidentiality. At all times, both during the term of this Agreement and thereafter in perpetuity, Consultant shall keep
and hold all Proprietary Information and IP (as defined below) in strict confidence and trust, and will not disclose any such
Proprietary Information to any third party whatsoever without the prior written consent of Company, except to Consultant’s
legal counsel or if required by court order from a court of competent jurisdiction, provided that Consultant shall first notify
Company such that Company has an opportunity to object to such court order. Consultant will not use any such Proprietary Information
except as may be necessary in order to perform Consultant’s Services under this Agreement. Consultant agrees to notify Company
of any unauthorized release or use of Proprietary Information.


 


Notwithstanding
the foregoing, Consultant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure
of a trade secret that: (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly,
or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in
a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, in the event
that Consultant files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Consultant may disclose
the trade secret to her attorney and use the trade secret information in the court proceeding, if Consultant: (A) files any document
containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.


 




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7.
Ownership; Assignment. All inventions, improvements, designs, works of authorship, formulas, processes, methods, software,
databases, trade secrets, know-how and ideas, and any other results or proceeds of Consultant’s services for Company made,
conceived, developed, created or incorporated by Consultant, either alone or jointly with others, in connection with the services
provided under this Agreement or otherwise related to the Proprietary Information whether or not patentable, copyrightable or
protectable as trade secrets, and all patents, copyright rights, trade secret rights and other intellectual property rights related
thereto (“IP”) shall be and remain the sole property of Company and its assigns in perpetuity, and Consultant hereby
assigns and agrees to assign all right, title and interest in and to such IP to Company and its assigns. Consultant irrevocably
assigns and agrees to assign to the Company, in each case without additional consideration, all right, title, and interest throughout
the world in and to these materials, including all intellectual property rights and unrestricted copyright. Consultant agrees
to waive and not to assert any and all rights of paternity, integrity, disclosure and withdrawal and any other rights that may
be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the
like to all IP.


 


8.
Termination. The duration of this Agreement shall be for the Consultant Term, as defined in the Contingent Value Rights
Agreement. Upon termination of this Agreement for any reason, Consultant agrees to promptly deliver to Company all documents and
materials whatsoever and in whatever form, whether hard copy and/or digital, containing any Proprietary Information or IP whatsoever
or otherwise pertaining to Consultant’s services, and any other documents, materials or property furnished by Company to
Consultant. Upon the termination of this Agreement, Consultant shall immediately cease performing any services under this Agreement.


 


9.
Compliance with Laws. Consultant agrees to comply with all applicable laws and regulations during the term of this Agreement.


 


10.
Relationship of the Parties. Neither party shall have any right or authority, express or implied, to assume or create any
obligation of any kind, or to make any representation or warranty, on behalf of the other party or to bind the other party in
any respect whatsoever.


 


11.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California
applicable to contracts wholly performed therein (regardless of where actually performed) without regard to principles of conflicts
of laws.


 


12.
Indemnification.


 


	 	a.	The
    Company agrees to indemnify and hold harmless Consultant as set forth in Section 6.3 of the Contingent Value Rights Agreement.


 




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	 	b.	Consultant
    agrees to indemnify and hold harmless the Company against any liability, damages, loss or expense (including reasonable attorney
    fees and expenses of litigation) arising out of claims brought by a third party based on or related to the actions of Consultant
    in the performance of this Agreement or any Services performed or products developed or made under this Agreement, but only
    to the extent arising from the gross negligence or intentionally wrongful acts of Consultant. Except for liabilities arising
    from the gross negligence or intentionally wrongful acts of Consultant, any liability whatsoever of Consultant hereunder or
    otherwise relating to or arising out of performance of the Services will be limited in the aggregate to the fees and charges
    paid hereunder by the Company to Consultant (but not including Expenses) with respect to such Services.


 


13.
Notice. All notices, requests, demands and other communications under this Agreement must be in writing and given by personal
delivery, sent by trackable U.S. mail or FedEx or email, addressed to the party for which it is intended at its address set forth
on the first page of this Agreement (or such other address as such party may later designate) and shall be effective upon receipt.


 


14.
Waiver. The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective
unless in writing and shall not be construed as a waiver of any past, subsequent or contemporaneous breach of or default under
the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or
avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.


 


15.
Severability. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, void
or otherwise unenforceable, such provision shall be enforced to the maximum extent lawfully possible so as to affect the intent
of the parties, and the remainder of this Agreement shall remain in full force and effect.


 


16.
Captions; Interpretation. All captions and headings in this Agreement are for the purposes of reference and convenience
only, and shall not limit or expand the provisions of this Agreement. This Agreement shall be deemed to have been drafted by all
parties and, in the event of a dispute, no party hereto shall be entitled to claim that any provision should be construed against
any other party by reason of the fact that it was drafted by one particular party.


 


17.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed original, and together which
shall constitute one in the same instrument. Electronically transmitted counterparts shall be deemed originals for all purposes.


 


18.
Entire Agreement; Amendments. This Agreement (including the Statement of Work, as well as the Contingent Value Rights Agreement
which continues in full force and effect) constitutes the entire agreement with respect to the subject matter hereof, and shall
supersede any prior or contemporaneous oral or written agreements, understandings or communications or past courses of dealing
between Company and Consultant with respect to the subject matter hereof. This Agreement may not be amended or modified, except
in a writing signed by duly authorized representatives of both parties.


 


SIGNATURES
ON FOLLOWING PAGE


 




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IN
WITNESS WHEREOF, the parties or authorized representatives thereof have duly executed this Consulting Agreement as of the Effective
Date.


 


QUALIGEN
THERAPEUTICS, INC.:


 


	By:
    	/s/
    Michael Poirier	 
	 	An Authorized Signatory	 
	 	 	 
	CONSULTANT:	 
	 	 	 
	By:
    	/s/
    Andrew J. Ritter	 
	 	Andrew J. Ritter	 


 




    	 



     


    

 


EXHIBIT
A


STATEMENT
OF WORK 


 


This
Statement of Work is by and between Qualigen Therapeutics, Inc. (the “Company”), and Andrew J. Ritter (“Consultant”).
This Statement of Work is subject to all terms and conditions of the Consulting Agreement (“Agreement”) between Company
and Consultant to which this Statement of Work is attached.


 


	SERVICES
    DESCRIPTION	 	Consultant
    shall provide services as outlined in Section 2.6 of the Contingent Value Rights Agreement between the parties related to
    “Legacy Monetization” activities as outlined in section 1.1 of the Contingent Value Rights Agreement.
	PRICING/PAYMENT	 	Consultant
    will bill the Company at a rate of $275 an hour for any hours providing these services to the Company in good faith. Consultant
    will provide documentation for its billings.
	INSURANCE	 	Pursuant
    to (and subject to the terms, conditions and limitations of) the last paragraph of Section 6.3 of the Contingent Value Rights
    Agreement, the Company shall use reasonable efforts to have Consultant included (by rider/endorsement) on the Company’s
    directors and officers liability insurance policy, if any, as an additional insured person (for acts and omissions in the
    capacity of Consultant under this Agreement). 
	SURVIVAL	 	Expiration
    or termination of services under this Statement of Work does not affect the continuity of services under any separate written
    consulting agreement. Further, expiration or termination of services under this Statement of Work does not alter the terms
    of the Contingent Value Rights Agreement, which remains in full force and effect in accordance with its own terms.


 


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