EdgarFiling





Exhibit 10.3


 


 





For Settlement Purposes Only-Without Prejudice


 


CONSULTING AGREEMENT


 


THIS CONSULTING AGREEMENT (the "Agreement") dated December 2, 2019


 


AMONG:


 


 


Zomedica Pharmaceuticals Corp.,


a corporation formed and governed under the laws
of the Province of Alberta, with a municipal address of 100 Phoenix Dr. Suite 190, Ann Arbor, Ml 48108 (the "Parent'')


 


-AND-


 


Zomedica Pharmaceuticals, Inc.,


a corporation formed and governed under the laws of
the State of Delaware, with a municipal address of 100 Phoenix Dr. Suite 190, Ann Arbor, Ml 48108 (the "Company")


 


-AND-


 


Gerald Solensky Sr.,


an individual residing at


4764 Old Orchard Trail, Orchard Lake Village, MI
48324


(the "Contractor"),


BACKGROUND:


 


		A.	The Contractor previously served as an officer of the Company and the Parent and was employed
by the Parent pursuant to an agreement dated on or about December 1, 2016, as amended, hereinafter referred to as "Employment
Agreement"



 


		B.	The Contractor has tendered his resignations as an officer of the Company and the Parent.



 


		C.	The Employment Agreement has been terminated and all amounts owing thereunder (whether by contract
or operation of law) will be settled in full.



 


		D.	The Company believes the Contractor has the necessary qualifications, experience and abilities
to provide certain services to the Company, as set forth in this Agreement.



 


		E.	The Contractor is agreeable to providing the Services described herein to the Company on the
terms and conditions set out in this Agreement



 


IN CONSIDERATION OF the matters described above and
of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which considerations is hereby
acknowledged, the Parent, the Company and the Contractor (individually the "Party" and collectively the "Parties"
to this Agreement) agree as follows:


 






     


     


    

Services Provided


 


		1.	The Company hereby agrees to engage the Contractor as an independent contractor to provide the
Company with professional and advisory services as may reasonably be requested by the Chief Executive Officer or Chairman, and
as may be agreed upon by Contractor (the “Services”). Services may include advice and assistance in relation to the
transition of the Company and the Parent to a new Chief Executive Officer. In providing the Services, the Contractor shall act
in good faith with due care, skill and diligence and shall provide the Services in a timely fashion in accordance with reasonable
requirements of the Company.



 


Terms of Agreement


 


		2.	The term of this Agreement (the "Term") will begin on the date this Agreement is signed
by all Parties.



		3.	In the event that any Party wishes to terminate this Agreement at any time, the Party will be
required to provide 10 days written notice to the other Party, following which this Agreement shall be deemed to have been terminated;
provided that the Parent and the Company may not exercise this termination right prior to December 21, 2020.



		4.	The parties will adhere to the terms of the Separation Agreement between Consultant and the Parent
dated December 2, 2019, and nothing in this Agreement supersedes or replaces any term or provision of the Separation Agreement
or any provision of the Employment Agreement that survives termination of the Employment Agreement.



 


Currency


 


		5.	Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement
are in US Dollars.



 


Compensation


 


		6.	For the Services rendered by the Contractor as required by this Agreement, the Company will
provide compensation (the "Compensation") to the Contractor of $150 per hour.



 


		7.	The Company will be invoiced monthly.



 


		8.	The Contractor shall be responsible for all taxes payable as a result of the provision of the
Services or which arise out of this Agreement.



 


		9.	Invoices submitted by the Contractor to the Company are due within 60 days of receipt.



 


Reimbursement of Expenses


 


		10.	The Contractor will be reimbursed for any expenses, including travel, supplies and fees reasonably
incurred in connection with providing the Services under this Agreement with prior approval from the Company (such approval not
to be unreasonably withheld).



 






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Return of Property


 


		11.	Upon the expiry or termination of this Agreement, or upon the written request of the Company,
the Contractor shall return to the Company any property, documents, records, or confidential information which is the property
of the Company or the Parent.



 


Confidentiality and Non-Competition


 


		12.	The Parties agree that:



 


(a)       the confidentiality
obligations of the Executive (as defined in the Employment Agreement) as provided in Article 10 of the Employment Agreement shall
apply, mutatis mutandis, to the Contractor under this Agreement; and


 


(b)        the
non-solicitation provisions in Article 11 of the Employment Agreement shall continue to apply in accordance with their terms, and
shall not be modified as a result of this Agreement.


 


Capacity/lndependent Contractor


 


		13.	In providing the Services under this Agreement, it is expressly agreed that
the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Company acknowledge that this
Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. Neither party
to this Agreement has any authority to bind or commit the other without that party's prior written consent nor will one party's
acts or omissions be deemed the acts of the other. The Company shall carry no workers' compensation insurance or any health or
accident insurance to cover Contractor. The Company shall not pay any contributions to Social Security, unemployment insurance,
international, federal, state, or local withholding taxes, or provide any other contributions or benefits that might be expected
in an employer-employee relationship and Contractor expressly waives any right to such participation or coverage.



 


Notices


 


		14.	All notices, requests, demands or other communications required or permitted by the terms of
this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:



 


		a.	Zomedica Pharmaceuticals, Corp. 100 Phoenix Dr. Suite 190



Ann Arbor, Ml 48108


 


		b.	Gerald Solensky Jr.



4764 Old Orchard Trail


Orchard Lake Village, MI 48324


 


Or to such other address as any Party may from time to
time notify the other.


 





    
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Miscellaneous


 


		15.	This Agreement (a) shall be governed by and construed in accordance with the laws of the State
of Michigan, and the Parties irrevocably attorn to the jurisdiction of courts of competent jurisdiction in the State of Michigan,
(b) may not be assigned, amended, waived or modified except by a writing signed by each Party (or, with respect to a waiver, the
Party against whom such waiver is asserted), (c) may be executed in any number of counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument, (d) represents the entire agreement between the
Parties with respect to the subject matter of this Agreement, (e) is not intended to be enforceable by any person who is not a
Party to this Agreement, (f) shall be binding upon the Parties and their respective heirs, administrators, successors and permitted
assigns; and (g) shall be deemed the work product of both Parties, and may not be construed against any Party by reason of its
drafting or preparation. This Agreement, and any rights and obligations hereunder, may not be assigned by a Party without the prior
written consent of the other Party, which may be withheld for any reason. From time to time, at the reasonable request of any Party
and without further consideration, each Party shall execute and deliver such additional documents as may be necessary or appropriate
to consummate and make effective, in the most expeditious manner, the transactions contemplated by this Agreement. If any provision
of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement
shall remain in full force and effect, to the extent not invalid or unenforceable.  



 


IN WITNESS WHEREOF the parties have executed this Agreement
as of the date and year first above written.


 


	Zomedica Pharmaceuticals Corp. (the Parent)	 	Zomedica Pharmaceuticals Inc. (the Company)
	 	 	 
	 	 	 
	By: /s/Shameze Rampertab	 	By: /s/Shameze Rampertab
	Name: Shameze Rampertab	 	Name: Shameze Rampertab
	 	 	 
	Title: CFO	 	Title:CFO




 


 


 


 


Per:/s/Gerald Solensky, Jr.


Gerald Solensky Jr.


 


 


 


 


 


 


 


 


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