Lexaria Bioscience Corp. - Exhibit 10.1 - Filed by newsfilecorp.com






CONSULTING SERVICES AGREEMENT 

THIS CONSULTING SERVICES AGREEMENT (this “Agreement”)
dated for reference the 25th day of May, 2018. 

BETWEEN: 


  
    
      
        Lexaria Bioscience Corp., a company duly incorporated
          under the laws of the State of Nevada and having its office at 156 Valleyview
          Rd, Kelowna BC Canada V1X 3M4 

        (hereinafter referred to as the “Company”) 

      

    

  



     OF THE FIRST PART 

AND 


  
    
      
        Nuka Enterprises, LLC, a Delaware limited
          liability company with offices at 9690 Dallas St., Henderson, Colorado
          (hereinafter referred to as "the Consultant" or “Consultant”) 

      

    

  



WHEREAS: 

	A. 	
      The Company wishes to engage Consultant as its external
      technology, partnering and branding liaison, reporting to the CEO and
      President of the Company, and assorted other opportunities on the terms
      and conditions hereinafter set forth, effective May 25, 2018 (the
      “Effective Date”).

	 	 
	B. 	
      Consultant has agreed to provide the Services (as
      hereinafter defined) to the Company on the terms and conditions set out in
      this Agreement.



NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of
the premises and of the covenants and agreements hereinafter contained the
parties hereto have agreed as follows: 

	1. 	
      ENGAGEMENT OF
SERVICES




	1.1. 	
      The Company hereby engages Consultant to provide Services
      as an independent contractor to the Company under the direction of the CEO
      and President of the Company; and

	 	 
	1.2. 	
      Consultant hereby agrees to perform the following duties
      required of it in accordance with the terms of this Agreement,
    namely:




	 	(a) 	
      Promote the Company and its technology at public events;
      conferences; industry events and in private corporate or industry-related
      discussions; and

	 	(b) 	
      Act as ambassador and promote a positive image about the
      Company to the press and news media when there are opportunities to do so;
      and

	 	(c) 	
      General Services. Consultant shall serve the
      Company (and/or such subsidiary or subsidiaries of the Company as the
      Company may from time to time reasonably require) in such consulting
      capacity or capacities as may from time to time be determined by senior
      management of the Company and shall perform such duties and exercise such
      powers as may from time be determined by senior Company management, as an
      independent contractor. Consultant will work as needed with partners,
      shareholders and other stakeholders as reasonably required by the Company.
      Consultant shall fulfill all duties expected of a senior consultant of a
      biotechnology/bioscience company that should be reasonably expected by and
      at the pleasure of the Board of Directors of the Company (together with
      all other items within Section 1.2, the
  “Services”).



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	2. 	
      TERM




	2.1. 	
      The initial term of this Agreement shall be for a period
      of three (3) years commencing as of the Effective Date and continuing
      thereafter until the third (3rd) anniversary of the Effective
      Date, with all terms in effect unless and until terminated as hereinafter
      provided in Section 5.

	 	 
	2.2. 	
      Unless earlier terminated or renewed with a new
      agreement, this Agreement will remain in force on a month-to-month basis
      upon its expiry, provided however that Consultant shall be compensated for
      any additional Services as mutually agreed upon by the
  parties.




	3. 	
      SERVICES




	3.1 	
      Consultant agrees to perform the Services contracted
      hereunder including the following:




	 	(a) 	
      to carry out all functions associated with the Services
      to the best of its skill and ability for the benefit of the
  Company;

	 	 	 
	 	(b) 	
      to carry out the Services in a timely manner;

	 	 	 
	 	(c) 	
      to NOT perform the same work or engage in the same
      services for any other company or client that provides technology that
      directly competes against the Company for gastro-intestinal delivery
      benefits or topical delivery benefits;

	 	 	 
	 	(d) 	
      to act, at all times during the term of this Agreement,
      in the best interests of the Company and to not participate in any
      activity to the material detriment of the Company or its reputation; and
      to use its commercially reasonable efforts to preserve the goodwill and
      positive reputation of the Company.




	4. 	
      REMUNERATION




	 	
      4.1. 
	
      Cash Compensation. In addition to the compensation
      set forth herein, the Company shall pay to Consultant for all Services
      rendered hereunder the sum of five-hundred dollars
  (US$500).

	 	 	 
	 	4.2. 	
      Expenses. Consultant shall be reimbursed for
      travelling and other expenses actually incurred by it in connection with
      its duties and Services hereunder only when approved in advance by Company
      and on an individualized basis. For all such expenses, Consultant shall
      furnish to the Company statements, receipts and vouchers for such
      out-of-pocket expenses within 30-days of occurrence.

	 	 	 
	 	4.3. 	
      Equity Compensation.




	 	(a) 	
      Upon each and any time, between the Effective Date and
      the first (1st) anniversary of the Effective Date, that the
      Company’s revenues from any single customer of the Company
      introduced/developed or managed by Consultant in any consecutive 60-day
      period during such annual period equals or exceeds US$400,000 for combined
      “Lexaria Energy” and “ViPova” products and including all combined sales
      efforts and/or technology licensing revenues, the Company shall grant
      Consultant a restricted common share award of 75,000 shares of the
      Company’s Common Stock; and

	 	 	 
	 	(b) 	
      Upon each and any time, after the first (1st)
      anniversary of the Effective Date and expiring twenty-four (24) months of
      the Effective Date, that the Company’s revenues from any single customer
      of the Company introduced/developed or managed by Consultant in any
      consecutive 60-day period equals or exceeds US$400,000 for combined
      “Lexaria Energy” and “ViPova” products and including all sales efforts
      and/or technology licensing revenues, the Company shall grant Consultant a
      restricted common share award of 40,000 shares of the Company’s
  Common Stock; and



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	 	(c) 	
      Upon each and any time, between the Effective Date and
      the first (1st) anniversary of the Effective Date, that the
      Company’s revenues in any fiscal quarter during such annual period, equals
      or exceeds US$800,000 for combined “Lexaria Energy” and “ViPova” products
      and including all sales efforts and/or technology licensing revenues
      introduced/developed or managed by Consultant, the Company shall grant
      Consultant a restricted common share award of 150,000 shares of the
      Company’s Common Stock; and

	 	 	 
	 	(d) 	
      Upon each and any time, after the first (1st)
      anniversary of the Effective Date and expiring twenty-four (24) months of
      the Effective Date, that the Company’s revenues in any fiscal quarter
      during such annual period, equals or exceeds US$800,000 for combined
      “Lexaria Energy” and “ViPova” products and including all sales efforts
      and/or technology licensing revenues introduced/developed or managed by
      Consultant, the Company shall grant Consultant a restricted common share
      award of 80,000 shares of the Company’s Common
Stock.





	 	4.4. 	
      Upon the Effective Date of this Agreement and subject to
      approval of all regulatory bodies, the Company shall grant Consultant a
      warrant for 250,000 common shares of the Company with a three-year
      expiration and a strike price equal to one-cent above the previous day’s
      closing price (in U.S. dollars) (the “Warrant”). The Warrant, if at
      that time unexercised, will expire immediately if Company terminates this
      Agreement pursuant to Section 5.2 below. For the avoidance of doubt, if
      Company terminates this Agreement without cause or reason, the Warrant
      shall not expire until its scheduled three-year
  expiration.




	 	4.5. 	
      Sections 4.3 and 4.4 above, collectively or individually,
      are defined as “Milestone Payments”. Should the Company terminate
      this Agreement without cause or reason pursuant to Section 5.1 below,
      Consultant will be entitled to all Milestone Payments, as they relate to
      transactions which were in process but had not yet closed at the effective
      date of termination. Any and all awards granted pursuant to this Section
      4, including without limitation the Warrant and restricted common stock
      awards shall be deemed fully vested when granted and shall not be subject
      to any repurchase rights or forfeiture, regardless of whether or not this
      Agreement is terminated.




	5. 	
      TERMINATION




	 	5.1. 	
      This Agreement may be terminated by either party at any
      time by sixty (60) days’ notice in advance, in writing given by Consultant
      to the Company, or by the Company to Consultant.

	 	 	 
	 	5.2. 	
      Either party may terminate this Agreement, at any time,
      without further obligation to the other party, if such party breaches any
      of the terms and conditions of this Agreement, including, but not limited
      to, if:




	 	a) 	
      The Company or Consultant shall commit any material
      breach of any of the provisions herein contained; or

	 	 	 
	 	b) 	
      The Company or Consultant shall be guilty of any willful
      misconduct or negligence in the discharge of its duties hereunder;
    or

	 	 	 
	 	c) 	
      The Company or Consultant shall become bankrupt or make
      any assignments for the benefit of its creditors;
or



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	 	d) 	
      The Consultant shall be convicted of any felony offence
      other than an offence which, in the reasonable opinion of the Board of
      Directors of the Company, does not affect Consultant’s position as a
      Consultant of the Company; or

	 	 	 
	 	e) 	
      The Company shall be convicted of any criminal offence
      other than an offence which, in the reasonable opinion of the Consultant,
      does not affect Consultant’s position as a Consultant of the
    Company.




	 	5.3 	
      The provisions of Sections 8.4 and 8.5 (Proprietary
      Information and on Confidentiality) shall survive the termination or
      expiration of this Agreement.

	 	 	 
	 	5.4 	
      Upon Termination or expiration of this Agreement, for any
      reason, Consultant must destroy, or return to the Company immediately, any
      correspondence, information, reports, emails, phone recordings or
      transcripts, notes, Consultant contact information and all other materials
      related to all non-public work performed for the Company including all
      Proprietary Information during the term of the Agreement. All such
      materials and information as referred to in this Section 5.4, are the
      exclusive property of the Company. After returning, transmitting or
      otherwise sending such information to the Company, Consultant must destroy
      any and all remaining copy(ies) or records of same. Investor lists, banker
      and broker lists, and shareholder lists whether provided by the Company or
      developed by Consultant, if used by Consultant during activities provided
      under this Agreement, are the exclusive property of the Company any may
      not be used nor contacted in any manner by the Consultant for any non-
      Company purpose either during the term of this Agreement and for two (2)
      years following the expiration of this Agreement. All such materials and
      information obtained during the term of this Agreement may not be shown,
      downloaded, lent, given, discussed or in any way disclosed with or to any
      other party subject to the terms of this Agreement. The Proprietary
      Information Consultant gained or has access to during the term of this
      Agreement is the exclusive property of the Company, and the provisions
      governing such proprietary information survives the termination of this
      Consulting Agreement.




	6. 	
      NOTICE Any notice to be given under this
      Agreement shall be in writing and shall be deemed to have been given if
      delivered to, or sent by email, personal delivery or prepaid registered
      post addressed to, the respective addresses of the parties appearing on
      the first page of this Agreement (or to such other address as one party
      provides to the other in a notice given according to this paragraph).
      Where a notice is given by registered post it shall be conclusively deemed
      to be given and received on the fifth day after its deposit in a Canada
      post office any place in Canada.

	 	 
	7. 	
      TAXES Consultant shall be responsible for
      the payment of its income, capital gains and all other taxes and other
      remittances including but not limited to any form of insurance as shall be
      required by any governmental entity (including but not limited to health
      insurance and federal and state or provincial income taxes), though not
      including Director’s and Officer’s insurance which is paid for and
      provided by the Company, with respect to compensation paid by the Company
      to Consultant, and nothing in this Agreement implies or creates a
      relationship of employment. Consultant agrees to indemnify the Company for
      any tax, insurance or other remittance Consultant fails to make and which
      the Company may be obligated to pay.

	 	 
	8. 	
      MISCELLANEOUS




	8.1 	
      This Agreement may not be assigned by either party
      without the prior written consent of the other.

	 	 
	8.2 	
      The titles of headings to the respective paragraphs of
      this agreement shall be regarded as having been used for reference and
      convenience only.



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	8.3 	
      This Agreement shall inure to the benefit of and be
      binding upon the parties hereto and their respective heirs, executors,
      administrators, successors and permitted assigns.

	 	 
	8.4 	
      Consultant shall not, either during the continuance of
      its contract hereunder and for a period of two (2) years after termination
      of this Agreement, disclose the private affairs of the Company and/or its
      subsidiary or subsidiaries, or any secrets or intellectual property of the
      Company (together or separately and as described below, “Proprietary
      Information”) and/or its subsidiary or subsidiaries, to any person
      other than the Directors of the Company and/or its subsidiary or
      subsidiaries or for the Company's purposes or for the performance of
      fulfilling its obligations hereunder and shall not (either during the
      continuance of its contract hereunder and for a period of three (3) years
      after termination of this Agreement) use for its own purposes or for any
      purpose other than those of the Company any information it may acquire in
      relation to the business and affairs of the Company and/or its subsidiary
      or subsidiaries, unless required by law or as necessary to perform its
      obligations hereunder.

	 	 
	8.5 	
      Proprietary Information as that term is used
      herein shall consist of the following:




	 	a) 	
      all knowledge, data and information which Consultant may
      acquire from the documents and information disclosed to it by the Company,
      its employees, attorneys, consultants, independent contractors, clients or
      representatives whether orally, in written or electronic form or on
      electronic media including, by way of example and not by limitation, any
      products, customer lists, investor, banking or finance lists, supplier
      lists, marketing techniques, technical processes, formulae, inventions or
      discoveries (whether patentable or not), innovations, suggestions, ideas,
      reports, data, patents, trade secrets and copyrights, made or developed by
      the Company and related data and information related to the conduct of the
      business of the Company.

	 	b) 	
      Proprietary Information shall also include discussions
      with officers, directors, employees, independent contractors, attorneys,
      consultants, clients, finance sources, customers or representatives and
      the fact that such discussions are taking place.

	 	c) 	
      Proprietary Information shall not be directly or
      indirectly disclosed to any other person without the prior written
      approval of the Company, unless such disclosure is necessary for
      Consultant to perform the Services.

	 	d) 	
      Proprietary Information may not be used during the period
      of this Agreement nor thereafter, for the betterment of any other
      commercial enterprise, company, project or person without the prior
      written approval of the Company.

	 	e) 	
      Proprietary Information shall NOT include matters of
      general public knowledge, information posted on any of the Company’s
      websites or in any Company public regulatory filing; information legally
      received or obtained by Consultant from a third party or parties without a
      duty of confidentiality, and information independently known or developed
      by Consultant without the assistance of the
Company.




	8.6 	
      Consultant shall well and faithfully serve the Company or
      any subsidiary as aforesaid during the continuance of this Agreement and
      use its commercially reasonable efforts to promote the interests of the
      Company. At all times Consultant will maintain a high degree of
      professionalism and integrity in performing the Services. Consultant
      reserves the right to refuse any request from the Company which may, in
      its reasonable opinion, violate either Federal or State Laws in either the
      United States or Canada.

	 	 
	8.7 	
      The Company acknowledges and agrees that Consultant is an
      independent contractor and will have and will continue to have financial,
      management and business interests in other companies. The Company agrees
      that Consultant will continue to devote time to such outside
    interests.



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	8.8 	
      The Services to be performed by Consultant pursuant
      hereto are personal in character, to be performed by Mr. Peter Barsoom,
      and neither this Agreement nor any rights or benefits arising thereunder
      are assignable by Consultant without the previous written consent of the
      Company.

	 	 
	8.9 	
      Previous written agreements between the parties hereto
      are unaffected by this Agreement and any notice of cancellation, default
      or any other circumstances related to this Agreement shall not impose upon
      nor affect prior agreements in any manner in respect of any such previous
      agreements.




	8.10 	
      Every provision of this Agreement is intended to be
      severable. If any term or provision hereof is illegal or invalid for any
      reason whatsoever, such illegality or invalidity shall not affect the
      validity of the remainder of the provisions of this Agreement.

	 	 
	8.11 	
      This Agreement is being delivered and is intended to be
      managed from the Province of British Columbia and shall be construed and
      enforced in accordance with, and the rights of the parties shall be
      governed by, the laws of such Province. Similarly no provision within this
      contract is deemed valid should it conflict with the current or future
      laws of the United States of America or current or future regulations set
      forth by the United States Securities and Exchange Commission, the British
      Columbia Securities Commission, or the Ontario Securities Commission. This
      Agreement may not be changed orally, but only by an instrument in writing
      signed by the party against whom or which enforcement of any waiver,
      change, modification or discharge is sought.

	 	 
	8.12 	
      This Agreement and the obligations of the Company herein
      are subject to all applicable laws and regulations in force at the local,
      State, Province, and Federal levels in both Canada and the United
      States.

	 	 
	8.13 	
      The securities referred to herein will not be or have not
      been registered under the United States Securities Act of 1933, as
      amended, and may not be offered or sold in the United States absent
      registration or an applicable exemption from registration requirements.
      Any and all Warrants, restricted common share award or stock option awards
      will be in compliance with all applicable regulations in the USA and
      Canada. The securities issued will be subject to a hold period in Canada
      of not less than four months and one day, or for any resales possible into
      the USA under Rule 144, not less than six months and one day. Hold periods
      may be longer if regulations so stipulate.

	 	 
	8.14 	
      Consultant understands that as a publicly traded entity,
      the Company has certain transparency obligations to its shareholders,
      stock exchanges, and other regulatory bodies, and has legal obligations to
      disclose Consultant’s initial and ongoing relationship with the Company
      during the normal course of business. Consultant understands and agrees
      that its name and Mr. Peter Barsoom’s likeness could be announced and
      widely circulated with regards to his role with the Company. His name will
      be disseminated through such avenues as press releases, websites, or other
      media; and in personal meetings and appearances and public events;
      provided however, Consultant shall pre-approve the same in each
    case.



(signature page to follow) 

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