Exhibit 10.6


 


 


 


 


 


 


INDEPENDENT CONTRACTOR
AGREEMENT


 


THIS INDEPENDENT
CONTRACTOR AGREEMENT (the "Agreement") 1s made
September 14, 2020 (the "Effective Date").


 


BETWEEN:


 


ACASTI PHARMA INC.


 


(the "Company")


 


- and-


 


PFC BUSINESS ADVISORY SERVICES
INC.


 


(the "Contractor")


 


(collectively referred to as the "Parties")


 


WHEREAS the Company wishes to retain the
Contractor as an independent contractor to provide certain services to the Company, on the terms and conditions set forth in this Agreement.


 


THEREFORE ,
the Parties agree as follows:


 


		1.	TERM OF AGREEMENT



 


		(a)	The term of this Agreement shall be for the period commencing on the Effective
Date and continuing until March 14, 2021 unless terminated earlier in accordance with the provisions contained herein. Upon the mutual
agreement of the Parties, the term may be extended for one or more additional three (3)-month periods. Reference to "term"
in this Agreement shall include any mutually agreed period of renewal or extension.



 


		(b)	This Agreement may be terminated at any time and for any reason during this period
by:



 


		(i)	the Contractor providing the Company with 90 days prior written.notice; or



 


		(ii)	the Company providing the Contractor with 90 days prior written notice (the



"Company Notice Period").


 


		(c)	The Contractor agrees and acknowledges that: (i) instead of providing the Company
Notice Period, the Company may, in its sole discretion, elect to pay to the Contractor the Fees that would have been payable during the
Company Notice Period; and (ii) the Company Notice Period shall be in full satisfaction of all entitlements to notice of termination or
severance pay that the Contractor may have under common law, civil law or contract. In the event that it is determined that the Company
Notice Period is less than the notice of termination, severance pay,



 


 






     


     


    

benefits
and other entitlements required to be provided to the Contractor (or the Designee) under any applicable legislation, including employment
standards legislation if it is determined that such legislation applies to the Contractor (or the Designee) (all such legislation, "Applicable
Legislation"), then only the applicable minimum requirements under Applicable Legislation will apply, and any common law or civil
law notice will not apply.


 


		(d)	Notwithstanding Section ](b)(ii), the Company may tenninate this Agreement at
any time without prior notice, for fraud, dishonesty, wilful neglect, misconduct, or any material breach of the terms hereof by the Contractor,
subject only to the Company fully complying with any applicable minimum requirements under Applicable Legislation.



 


		(e)	Subject only to the Company fully complying with any applicable minimum requirements
under Applicable Legislation, upon termination of this Agreement for any reason whatsoever:



 


		(i)	the Contractor shall have no further claims against the Company for damages of
any nature whatsoever under common law, civil law or contract; and



 


		(ii)	the Company shall only be responsible for the payment of;



 


		A.	any reasonable pre-approved expenditures properly incurred by the Contractor under
this Agreement up to the effective date of termination; and



 


		B.	for payment of any Fees accrued under this Agreement up to the effective date
of termination or payment in lieu of Fees; and



 


		(iii)	the Contractor shall be under a duty to mitigate all damages that the Contractor
may claim or assert an entitlement to in respect of the termination of this Agreement.



 


		(f)	Sections 5, 7 and 8 shall survive the termination or expiration of this Agreement
and shall remain binding upon the Contractor.



 


		2.	SERVICES TO BE PROVIDED



 


		(a)	The Company hereby retains the Contractor to perform those services set out in
Schedule A of this Agreement and such other tasks as shall be assigned to the Contractor by the Company or any designee of the Company
at any time and from time to time (collectively, the "Services").



 


		(b)	The Company grants the Contractor the authority and discretion to do such things
as may be reasonably necessary for the purposes of performing the Services. However, the Contractor shall not have the authority or discretion
to enter into any agreement, contract or understanding that legally binds the Company or otherwise assume, create or incur any obligations
or liabilities on behalf of the Company,



 






     


     


    

except as expressly provided for in this Agreement,
withqut first obtaining the prior written consent of the Company.


 


		(c)	The Contractor shall provide Brian Ford (the "Designee") to render
the Services and the Designee shall render the Services primarily at the Company's offices, and such other places as the Company and the
Contractor may mutually agree; provided, however, that the Designee will be made available by the Contractor to travel from time
to time to such other locations of the Company as may be reasonably necessary in order to discharge the Services. The Parties agree that
during the term the Designee will remain solely the employee of the Contractor and shall not be an employee of the Company. For purposes
of this Agreement, all references to the "Contractor" shall also include and bind the Designee.



 


		3.	FEES AND EXPENSES



 


[n consideration of the Services provided,
the Company shall pay to the Contractor a fee of CON $36,000, plus HST (at a rate if 13%), per month in which Services are rendered (the
"Fee"). Payments will be made concurrently with the Company's payroll practices at $18,000 plus HST per pay period.
The Contractor shall provide the Company with a purchase order confirmation with respect to the Services, such purchase order confirmation
shall clearly reference the Contractor's goods and services tax registration number(s).


 


The Company will reimburse
the Contractor for all necessary and reasonable out-of-pocket expenses directly related to performance of the Services by the Contractor.
Any expenses in excess of$ 1,000 must be pre-approved by the Company (in advance of being incurred). All expenses, to the extent possible,
will be substantiated by original written receipts and submitted for reimbursement within 30 days of being submitted to the Company for
reimbursement.


 


		4.	HOURS OF WORK



 


There shall be no
set hours of work. However, the Contractor agrees to be reasonably available to provide Services to the Company as may be required. The
Contractor acknowledges that there may be special circumstances which will require Services to be provided outside standard working hours
for which no additional compensation will be provided.


 


S.       INDEPENDENT CONTRACTOR


 


The Contractor
is and shall remain at all times an independent contractor and is not, and shall not represent the Contractor or Designee to be an agent,
joint venturer, partner, director or employee of the Company. Nothing contained in this Agreement is intended to create nor shall be construed
as creating an employment relationship between the Contractor (or the Designee) and the Company.
The Contractor has sole responsibility, as an independent contractor, to comply with all laws, rules and
regulations relating to the provision of Services, including without limitation, requirements under the Income Tax Act (Canada),
the Employment Insurance Act (Canada), and the Canada Pension Plan Act. As an independent contractor, the Consultant shall
not be entitled to any employment related benefits, including without limitation, any payments under the Employment Standards Act (Ontario)
or the equivalent legislation in the Province of Quebec. The Contractor shall be responsible for deducting any and all applicable federal
and provincial taxes, deductions, premiums, and amounts owing with respect to those Fees paid by the Company. The


 



     


     


    




Contractor further
agrees to indemnify and hold the Company, its directors, officers, agents and employees harmless from and against any and all liabilities,
claims, demands, suits, losses, fines, surcharges, damages, costs and expenses in respect of any failure on the part of the Company to
(i) withhold any taxes, premiums, payments, benefit overpayments, levies or other amounts from all or any part of the Fees or other amounts
paid to the Contractor during the term of this Agreement; or (ii) comply with requirements to make
payments under Applicable Legislation.


 


		6.	CONFLICT OF INTEREST



 


The Contractor agrees
that, during the term of this Agreement, the Contractor will not, without the prior written consent of the Company, engage in, accept
employment from, perform services for, or become affiliated with or connected with, either directly or indirectly, any person, firm, corporation,
partnership or other business entity which is doing business with the Company relative to any project worked on by the Contractor under
this Agreement, and further agrees that the Contractor will avoid all circumstances and actions which would place the Contractor in a
position of divided loyalty with respect to the Contractor's obligations in connection with this Agreement.


 


		7.	CONFIDENTIALITY OF INFORMATION AND OWNERSIDP
                                                                                                    OF PROPRIETARY PROPERTY



 


Upon execution and delivery
of this Agreement, the Contractor shall execute and deliver the Confidentiality of Information and Ownership of Proprietary Property Agreement,
attached in Schedule B of this Agreement.


 


		8.	HEALTH AND SAFETY, DAMAGE TO PROPERTY



 


The Contractor shall
comply with applicable health and safety laws, and hereby agrees to indemnify and hold harmless the Company, its directors, officers,
agents and employees from and against any and all claims, demands, suits, losses, fines, surcharges, damages, costs and expenses arising
out of the Contractor's failure to comply with such laws. The Contractor further agrees to indemnify and hold the Company, its directors,
officers, agents and employees harmless from and against any and all liabilities, claims, demands, suits, losses, fines, surcharges, damages,
costs and expenses relating to the injury or death of any person, damage to or destruction of any property, which is directly or indirectly
caused by any act or omission on the part of the Contractor or any employees of the Contractor engaged in providing Services to the Company.


 


		9.	SEVERABILITY



 


In the
event that any covenant, provision or restriction contained in this Agreement is found to be void or unenforceable (in whole or in part)
by a court of competent jurisdiction, it shall not affect or impair the validity of any other covenant, provisions or restrictions contained
herein, nor shall it affect the validity or enforceability of such covenants, provisions or
restrictions in any other jurisdiction or in regard to other circumstances . Any
covenants, provisions or restrictions found to be void or unenforceable are declared to be separate and distinct, and the remaining covenants,
provisions and restrictions shall remain in full force and effect.


 



     


     


    




		10.	PROTECTION OF COMPANY INTERESTS



 


		10.1	Non-Competition/Non-Solicitation



 


The Consultant will
not, either while providing Services to the Company or for a period of one (1) year subsequent to the termination or expiration of this
Agreement, for any reason, without the Company's prior written consent, either as an individual, or in conjunction with any other person,
finn, corporation, or other entity, whether acting as a principal, agent, employee, consultant, or in any capacity whatsoever:


 


		(a)	engage in or in any way be concerned with any business or enterprise relating
to the business of the Company within the territory of Canada and the U.S.;



 


		(b)	solicit, attempt to solicit, call upon, or accept the business of any finn, person
or company who is or was a customer, client, supplier or distributor of the Company;



 


		(c)	take advantage of, derive a benefit or otherwise profit from any business opportunities
that the Consultant became aware of in the course of providing Services to the Company even if the Company does not take advantage of
or exploit such opportunities;



 


		(d)	take any action as a result of which relations between the Company and its customers,
clients, suppliers, distributors, employees or others may be impaired or which might otherwise be detrimental to the business interests
or reputation of the Company;



 


		(e)	solicit, attempt to solicit, or communicate in any way with any employees or consultants
of the Company for the purpose of having such employees or consultants employed or in any way engaged by another person, firm, corporation,
or other entity; or



 


(t)
hire, whether as an employee, consultant or otherwise, any person who, either at the time the Consultant is
providing Services to the Company, or who at any time within the preceding twelve month period was
employed or engaged by the Company.


 


		10.2	Vital Consideration



 


The Consultant agrees
that the covenants and restrictions contained in the preceding paragraph are reasonable and valid in terms of time, scope of activities
and geographical limitations and understands and agrees that they are vital consideration for the purposes of the Company entering into
this Agreement.


 


		10.3	Interpretation



 


For purposes of this
Article I 0, all references to the "Company" shall include the Company and its affiliates.


 


 


		11.	CHANGES TO AGREEMENT



 



     


     


    




Any modifications
or amendments to this Agreement must be in writing and signed by both Parties or else they shall have no force and effect. The Parties
specifically acknowledge that the Company's continued retention of the Contractor shall be sufficient and ample consideration supporting
any future modifications or amendments to this Agreement.


 


		12.	ENUREMENT



 


This Agreement shall
enure to the benefit of and be binding upon the Parties and their respective successors and assigns, including without limitation, the
Contractor's heirs, executors, administrators and personal representatives.


 


		13.	ASSIGNMENT



 


The
Contractor may not assign any of the Contractor's rights or delegate any of the Contractor's duties or responsibilities
under this Agreement, without the Company's prior written consent. The Company may, without the consent
of the Contractor, assign its rights, duties and obligations under this Agreement to an affiliate or to a purchaser of all, or substantially
all of the assets of the Company.


 


		14.	ENTIRE AGREEMENT



 


This Agreement constitutes
the entire agreement between the Parties and supersedes and replaces any and all other representations, understandings, negotiations and
previous agreements, written or oral, express or implied.


 


		15.	LEGAL ADVICE



 


The Contractor acknowledges
that the Contractor has read and understands the terms and conditions contained in this Agreement, and that the Company has provided a
reasonable opportunity for the Contractor to seek independent legal advice prior to executing this Agreement.


 


		16.	CURRENCY



 


All dollar amounts set forth or referred to in
this Agreement refer to Canadian currency.


 


		17.	NOTICES



 


		17.1	Notice to Contractor



 


Any notice required
or permitted to be given to the Contractor shall be deemed to have been received if delivered personally to the Contractor, sent to (contractor
address], or if mailed by registered mail to the Contractor's business address last known to the Company.


 


		17.2	Notice to Company



 


Any notice required
or permitted to be given to the Company shall be deemed to have been received if delivered personally to, mailed by registered mail, or
sent to 3009 boul. de la Concorde E., Suite I 02, Laval, Quebec, H7E 2B5, addressed to the attention of the Chief Executive Officer.


 



     


     


    




		18.	GOVERNING LAW



 


This Agreement shall
be interpreted and construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein.


 


		19.	LANGUAGE



 


The parties hereto
have expressly required that this agreement and documents ancillary thereto be drafted in the English language. Les parties a
la presente ont expressement exige que le present accord et Jes documents qfferents soient rediges en langue anglaise.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


     


    

IN WITNESS OF WHICH the Parties
have duly executed this Agreement:


 


 


	 	ACASTI PHARMA INC.

                                                   

                                                   

	 	/s/ Janelle D’Alvise
	 	
    Name: Jan D’Alvise

    Title: President and CEO

	 	 


 


 


 


 


 


 


 


PFC BUSINESS ADVISORY SERVICES


INC.


 


By:


/s/ Brian Ford                                                       



Name: Brian Ford


Title: Authorized Signatory


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature Page to Independent Contractor
Agreement


 






     


     


    

SCHEDULE A


 


SERVICES TO BE PROVIDED


 


All such services
and duties for the Company comparable to those performed by a Chief Financial Officer of a public company in a similar industry and at
a comparable stage of development as the Company.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


     


    

SCHEDULE B


 


CONFIDENTIALITY
OF INFORMATION


AND OWNERSHIP OF PROPRIETARY PROPERTY
AGREEMENT


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


     


    

AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT


 


THIS AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT is
made effective as of March 15, 2021.


 


BETWEEN:


ACASTI PHARMA INC.


 


(the "Company")


 


-and-


 


PFC BUSINESS ADVISORY SERVICES INC.


 


(the "Contractor")


 


(collectively referred to as the "Parties")


 


WHEREAS the Company and the
Contractor are parties to an independent contractor agreement dated September 14, 2020 (the "Contractor Agreement").


 


AND WHEREAS The Contractor and the Company wish
to mutually amend the Contractor Agreement in order to extend the term of the Contractor Agreement in accordance with the terms and conditions
of this amendment (the "Amendment").


 


THEREFORE, for good and sufficient consideration, the
Parties agree as follows


 


		1.	Pursuant to section l(a) of the Contractor Agreement, the term of the Contractor
Agreement shall be extended for an additional three (3) months from March 15, 2020 to June 14, 2021, unless terminated earlier in accordance
with the provisions contained in the Contractor Agreement. Reference to "term" in the Contractor Agreement shall include
any mutually agreed period of renewal or extension, including the extension by virtue of this Amendment.



 


		2.	Except as otherwise provided in this Amendment, all terms and conditions of the
Contractor Agreement shall continue in full force and effect.



 


		3.	This Amendment shall be interpreted and construed in accordance with the laws of
the Province of Quebec and the laws of Canada applicable therein.



 


		4.	This Amendment may be executed in counterparts and delivered by means of facsimile
or portable document format (PDF), each of which when so executed and delivered shall be an original, but all such counterparts together
shall constitute one and the same instrument.



 


 


 


 


 


 






     


     


    

IN WITNESS OF WHICH the Parties have duly executed this
Amendment:


 


	 	ACASTI PHARMA INC.

                                                   

                                                   

                                                   

	 	/s/ Janelle D’Alvise
	 	
    Name: Jan D’Alvise

    Title: President and CEO

	 	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature Pave to Amendment Agreement


 


 


 






     


     


    

PFC BUSINESS ADVISORY SERVICES


INC.


 


By:


/s/ Brian Ford                                                   



Name: Brian Ford


Title: Authorized Signatory


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature Page to Amendment Agreement






     


     


    

 


AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT


 


THIS AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT
is made effective as of June 16, 2021.


 


BETWEEN:


ACASTI PHARMA INC.


 


(the "Company")


 


-and-


 


PFC BUSINESS ADVISORY SERVICES INC.


 


(the "Contractor")


 


(collectively referred to as the "Parties")


 


WHEREAS the Company and the
Contractor are parties to an independent contractor agreement dated September 14, 2020 (the "Contractor Agreement").


 


AND WHEREAS The Contractor and
the Company wish to mutually amend the Contractor Agreement in order to extend the term of the Contractor Agreement in accordance with
the terms and conditions of this amendment (the "Amendment").


 


THEREFORE, for good and sufficient consideration, the
Parties agree as follows


 


		1.	Pursuant to section l(a) of the Contractor Agreement, the term of the Contractor
Agreement shall be extended for an additional three (3) months from June 15, 2020 to September 14, 2021, and will automatically be extended
if needed through the closing of the acquisition of Grace, unless terminated earlier in accordance with the provisions contained in the
Contractor Agreement. Reference to "term" in the Contractor Agreement shall include any mutually agreed period of renewal
or extension, including the extension by virtue of this Amendment.



 


		2.	Except as otherwise provided in this Amendment, all terms and conditions of the
Contractor Agreement shall continue in full force and effect.



 


		3.	This Amendment shall be interpreted and construed in accordance with the laws of
the Province of Quebec and the laws of Canada applicable therein.



		4.	This Amendment may be executed in counterparts and delivered by means of facsimile
or portable document format (PDF), each of which when so executed and delivered shall be an original, but all such counterparts together
shall constitute one and the same instrument.



 


 


 


 


 






     


     


    

IN WITNESS OF
WHICH the Parties have duly executed this
Amendment:


 


 


 


 


 


	 	ACASTI PHARMA INC.

                                                   

                                                   

	 	/s/ Janelle D’Alvise
	 	
    Name: Jan D’Alvise

    Title: President and CEO



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature page
to Amendment Agreement


 



     


     


    




 


PFC BUSINESS ADVISORY SERVICES


INC.


 


By:


/s/ Brian Ford                                                 



Name: Brian Ford


Title: Authorized Signatory


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature Page to Amendment Agreement