EX 10-8





 






  Exhibit
10.8




SEPARATION AGREEMENT


 


THIS
SEPARATION AGREEMENT (the “Agreement”) is entered into as of
the 11th
day of March, 2019 (the “Effective Date”) by and between
Timothy Ryan (“Employee”) and Exactus, Inc., a
Nevada corporation, and subsidiaries (the “Company”, and together with the
Employee, the “Parties”).


 


WHEREAS, Employee has been a Director of
the Company since February 29, 2016;


 


WHEREAS, Employee has been employed as
the Executive Vice President of the Company since March 24, 2016;
and


 


WHEREAS, the Parties desire to enter
into this Agreement providing for Employee’s termination as
Executive Vice President of the Company and as a director of the
Company following the Effective Date of this Agreement, for
Employee’s amicable resignation from the Company’s
employment and to settle any and all payments that may now be or
may in the future become due to Employee.


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements contained herein and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and intending to be legally bound, the
Parties hereby agree as follows:


 


1. Termination Date.


 


Employee hereby
resigns as a member of the Board of Directors and as Executive Vice
President of the Company and the Company hereby accepts such
resignation. Employee acknowledges that his last day of employment
as an employee, officer and director of the Company shall be March
11, 2019 (the “Termination
Date”). Employee’s resignation will be effective
as of the Termination Date and shall not be as a result of any
change in control or change of control of the Company. Employee
further understands and agrees that, as of the Termination Date, he
will no longer be authorized to conduct any business on behalf of
the Company or to hold himself out as an officer or employee of the
Company.  Any and all positions and/or titles held by
Employee with the Company will be deemed to have been resigned as
of the Termination Date. Beginning on the Effective Date, Employee
shall receive from the Company Payment and Benefits as provided in
Paragraph 2.


 


2. Payment and
Benefits.   The Company shall pay or provide
Employee the following payment and benefits:


 


All
Base Salary earned from December 1, 2018 through the date of
termination and any and all reasonable expenses paid or incurred by
the Executive in connection with and related to the performance of
his duties and responsibilities for the Company during the period
ending on the termination date and


 


$5,000
per month for 12 months, to be paid under the Consulting Agreement
attached hereto as Exhibit
A.


 


(a)
Equity Awards. The
Company acknowledges and agrees that, as of the Effective Date, all
of Employee’s rights and interests in all unvested options
and unvested restricted stock units held by Employee are hereby
vested.


 


(b)
Health Benefits.
Employee shall be entitled to continue to receive his existing
medical and other insurance benefits, if any, and may, if eligible,
elect to continue healthcare coverage at Employee’s expense
in accordance with the provisions of the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended, or
COBRA.


 


Employee shall be
responsible for the payment of all employee obligations for payroll
taxes, Medicare and other taxes, and shall indemnify the Company
with respect to the payment of all such amounts with respect to the
benefits in subparagraph 2(a) and (b).


 


 




 








 






 


(c)
Waiver of Right to Bonus
Compensation. Employee expressly acknowledges and agrees to
the cancellation of the any bonus compensation he may have been
entitled to receive and that, in consideration for the promises
contained herein and for the payments more particularly described
in Paragraph 2, he hereby waives and surrenders any and all rights
to receive payment of the any bonus compensation or any other
bonus, retention payment, separation payment or other payment, not
expressly provided for herein.


 


(d)
Waiver of Right to Other
Compensation. Employee expressly acknowledges and agrees
that the Company has disputed the satisfaction of conditions
precedent to payment of any other compensation and, in
consideration for the promises contained herein and for the
payments contemplated herein, including, without limitation,
Paragraph 2 hereof, Employee waives and surrenders any and all
rights to receive payment of the any other compensation, including
any other compensation not expressly provided for herein. Any and
all payments that are made or required to be made under any law,
rule or regulation (including vacation pay) shall be credited
against any payments required to be made hereunder.


 


(e)
Tax Matters.
Employee shall be responsible for the payment of all Employee
payroll taxes, Medicare and other taxes. Except as otherwise set
forth herein, Employee will not be entitled to payment of any carry
forward bonus, vacation or other incentive compensation, other than
in accordance with Company policy with respect to payment of unused
vacation pay (up to a maximum of 4 weeks). Any employee tax,
penalties or interest as a result thereof shall be the sole
responsibility of Employee who agrees to indemnify and hold
harmless the Company with respect thereto.


 


(f)
Termination of
Employment. Employee and the Company hereby acknowledge and
agree that the Employee shall not be entitled to any payment in the
nature of severance or termination pay from the Company, and that
the terms set forth herein is in full satisfaction of all
obligations owed to Employee.


 


(g)
Full Satisfaction.
The Parties acknowledge and agree that the consideration set forth
in this Paragraph 2 is in full, final and complete settlement of
any and all claims which Employee could make in any complaint,
charge, or civil action, whether for actual, nominal, compensatory,
or punitive damages (including attorneys’ fees). Employee
acknowledges that such consideration is being made as consideration
for the waivers and releases set forth in this subparagraph 2(h)
and Paragraph 3. Employee further acknowledges that the
consideration set forth in this Paragraph 2 are separate and
distinct of and from each other, and that either payment is
independent valuable consideration for the waiver and releases set
forth in this subparagraph 2(c), subparagraph 2(d) and Paragraph
3.


 


3.  Release.


 


(a)
Employee’s Release
of the Company. In consideration for the payments and
benefits described above and for other good and valuable
consideration, Employee hereby releases and forever discharges the
Company, as well as its affiliates and all of their respective
directors, officers, employees, members, agents, and attorneys (the
“Company Released Parties”), of and from
any and all manner of actions and causes of action, suits, debts,
claims, and demands whatsoever, in law or equity, known or unknown,
asserted or unasserted, which he ever had, now has, or hereafter
may have on account of his employment with the Company, the
termination of his employment with the Company, and/or any other
fact, matter, incident, claim, injury, event, circumstance,
happening, occurrence, and/or thing of any kind or nature which
arose or occurred prior to the date when he executes this
Agreement, including, but not limited to, any and all claims for
wrongful termination; breach of any implied or express employment
contract; unpaid compensation of any kind;  breach of any
fiduciary duty and/or duty of loyalty; breach of any implied
covenant of good faith and fair dealing; negligent or intentional
infliction of emotional distress; defamation; fraud; unlawful
discrimination, harassment; or retaliation based upon age, race,
sex, gender, sexual orientation, marital status, religion, national
origin, medical condition, disability, handicap, or otherwise; any
and all claims arising under arising under Title VII of the Civil Rights Act of
1964, as amended (“Title VII”); the Equal Pay Act of 1963, as
amended (“EPA”); the Age Discrimination in Employment Act
of 1967, as amended (“ADEA”); the Americans with Disabilities Act of
1990, as amended (“ADA”); the Family and Medical Leave Act,
as amended (“FMLA”); the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"); the Sarbanes-Oxley Act of 2002, as
amended (“SOX”); the Worker Adjustment and Retraining
Notification Act of 1988, as amended (“WARN”);
the New York State Human Rights Law and the New York City Human
Rights Law; and/or any other federal, state, or local law(s) or
regulation(s); any and all claims for damages of any nature,
including compensatory, general, special, or punitive; and any and
all claims for costs, fees, or other expenses, including attorneys'
fees, incurred in any of these matters.  The Company
acknowledges, however, that Employee does not release or waive any
rights to contribution or indemnity under this Agreement to which
he may otherwise be entitled.  The Company also
acknowledges that Employee does not release or waive any claims,
and that he retains any rights he may have, to any vested 401(k)
monies (if any) or benefits (if any), or any other benefit
entitlement that is vested as of the Effective Date pursuant to the
terms of any Company-sponsored benefit plan governed by
ERISA.  Nothing contained herein shall release the
Company from its obligations set forth in this
Agreement.


 


 




 








 






 


(b)
The Company’s
Release of Employee. In consideration for mutual covenants
and agreements of the Parties set forth in this Agreement and for
other good and valuable consideration, the receipt and sufficiency
of which the Parties acknowledge, the Company, for itself and for
and on behalf of its affiliates, shareholders, directors, officers
and agents, hereby releases and forever discharges Employee, and
each of the Executive’s heirs, beneficiaries, successors,
assigns, agents, employees, executors, administrators, attorneys
and representatives (the “Employee Released Parties”), of and from
any and all manner of actions and causes of action, suits, debts,
claims, and demands whatsoever, in law or equity, known or unknown,
asserted or unasserted, which it ever had, now has, or hereafter
may have arising out of or relating to Employee’s employment
with the Company, the termination of his employment with the
Company, and/or any other fact, matter, incident, claim, injury,
event, circumstance, happening, occurrence, and/or thing of any
kind or nature which arose or occurred, in whole or in part, prior
to the date when the Company executes this Agreement and/or any
other federal, state, or local law(s) or regulation(s); any and all
claims for damages of any nature, including compensatory, general,
special, or punitive; and any and all claims for costs, fees, or
other expenses, including attorneys’ fees, incurred in any of
these matters; provided however, that Employee shall not be
released from any claims asserted by or related to any claims that
can be asserted by shareholders of the Company or any regulatory
body or authority, including any claim that could be considered
within the scope of any release provided herein, including any of
the Company’s shareholders in any shareholder derivative
action, class claims or similar action brought by any shareholder
or on behalf of the Company. 


 


Notwithstanding the
foregoing, however, in the event that Employee is named as a
defendant in any shareholder derivative action or is threatened to
be made a party to any such action, Employee shall be entitled to
be indemnified by the Company to the full extent permitted by law
and shall be provided with coverage to the extent coverage is
available under the Company’s directors’ and
officers’ liability insurance policies. Moreover, Employee
acknowledges that the Company does not release or waive any rights
to contribution or indemnity under this Agreement to which he may
otherwise be entitled.   Nothing contained herein shall
release Employee from his obligations set forth in this
Agreement.


 


4.       Mutual
Consent. The Parties hereto, and each of them, do hereby:
(i) acknowledge that they have reviewed or cause to be reviewed
this Agreement; (ii) unconditionally consent to the termination of
the employment by the Company; and (iii) unconditionally consent to
the release of any and all claims as described in Paragraph 3 as
applicable.


 


5.       Non-Disparagement.
Each of Employee and the Company hereby agrees, for himself and
itself and any other of their respective representatives while they
are acting on his or its behalf, that he and it have not and will
not, directly or indirectly, disparage, make negative statements
about or act in any manner which is intended to or does damage to
the goodwill or business or personal reputations of the other party
or their respective affiliates.




 








 






 


6.
Confidential Information;
Proprietary Matters.


 


(a)
Confidential
Information. Employee understands and acknowledges that
during the course of his employment by the Company through the
Termination Date, he had access to Confidential Information (as
defined below) of the Company. Employee represents, warrants and
agrees that, at no time from and after the Termination Date, will
Employee (a) use Confidential Information for any purpose other
than in connection with services provided under this Agreement or
(b) disclose Confidential Information to any person or entity other
than to the Company or persons or entities to whom disclosure has
been authorized by the Company. As used herein, “Confidential
Information” includes all data or material (regardless of
form) with respect to the Company or any of its assets, prospects,
business activities, officers, directors, employees, borrowers, or
clients which is: (a) a trade secret, as defined by the Uniform
Trade Secrets Act: (b) provided, disclosed, or delivered to
Employee by the Company, any officer, director, employee, agent,
attorney, accountant, consultant, or other person or entity
employed by the Company in capacity, any client, borrower, advisor,
or business associate of the Company, or any public authority
having jurisdiction over the Company or any business activity
conducted by the Company; or (c) produced, developed, obtained or
prepared by or on behalf of Employee or the Company (whether or not
such information was developed in the performance of the
Agreement). Notwithstanding the foregoing, the term
“Confidential Information” shall not include any
information, data, or material which, at the time of disclosure or
use, was generally available to the public other than by a breach
of this Agreement, was available to the party to whom disclosed on
a non-confidential basis by disclosure or access provided by the
Company or a third party without breaching any obligations of the
Company or such third party, or was otherwise developed or obtained
legally and independently by the person to whom disclosed without a
breach of this Agreement. This subparagraph 6(a) shall not preclude
Employee from disclosing Confidential Information if compelled to
do so by law or valid legal process, provided that if Employee
believes Employee is so compelled by law or valid legal process,
Employee will notify the Company in writing sufficiently in advance
of any such disclosure to allow the Company the opportunity to
defend, limit, or otherwise protect its interests against such
disclosure unless such notice is prohibited by law. The rights and
obligations of the Parties under this subparagraph 6(a) shall
survive the expiration or termination of this Agreement for any
reason.


 


(b)
Proprietary
Matters. Employee expressly agrees that any and all
improvements, inventions, discoveries, processes, or know-how that
were generated or conceived by Employee during the term of his
employment through the Termination Date, whether conceived during
Employee’s regular working hours or otherwise, will be the
sole and exclusive property of the Company. Whenever requested by
the Company (either as of the Termination Date or thereafter),
Employee will assign or execute any and all applications,
assignments and/or other documents, and do all things which the
Company reasonably deems necessary or appropriate, in order to
permit the Company to: (a) assign and convey, or otherwise make
available to the Company, the sole and exclusive right, title, and
interest in and to said improvements, inventions, discoveries,
processes or know-how; or (b) apply for, obtain, maintain, enforce
and defend patents, copyrights, trade names, or trademarks of the
United States or of foreign countries for said improvements,
inventions, discoveries, processes, or know-how. However, the
improvements, inventions, discoveries, processes, or know-how
generated or conceived by Employee and referred to in this
subparagraph 6(b) (except those which may be included in the
patents, copyrights, or registered trade names or trademarks of the
Company) will not be exclusive property of the Company at any time
after having been disclosed or revealed or have otherwise become
available to the public or to a third party on a non-confidential
basis other than by a breach of the Agreement or after they have
been independently developed or discussed without a breach of this
Agreement by a third party who has no obligation to the Company.
The rights and obligations of the Parties under this subparagraph
6(b) shall survive the expiration or termination of this Agreement
for any reason.


 


(c)
Injunctive Relief.
Employee acknowledges and agrees that any violation of
subparagraphs 6(a) through 6(c) of this Agreement would result in
irreparable harm to the Company and, therefore, agrees that, in the
event of an actual, suspected, or threatened breach of
subparagraphs 6(a) through 6(c) of this Agreement, the Company
shall be entitled to an injunction restraining Employee from
committing or continuing such actual, suspected or threatened
breach. The Parties acknowledge and agree that the right to such
injunctive relief shall be cumulative and shall not be in lieu of,
or be construed as a waiver of the Company’s right to pursue,
any other remedies to which it may be entitled in law or in equity.
The Parties agree that for purposes of subparagraphs 6(a) through
6(c) of the Agreement, the term “Company” shall include
the Company and its affiliates.


 


 




 








 






 


7. 
Return of Property.
Immediately upon the Termination Date, Employee shall return to the
Company all of Company’s property, including, without
limitation, Confidential and Proprietary Information (as that term
is defined above), office keys, Company identification cards,
access passes, and all documents, files, equipment, computers,
laptops, printers, telephones, cell phones, beepers, pagers, palm
pilots, BlackBerry or similar devices, fax machines, credit cards,
computer software, diskettes and access materials and other
property prepared by, for or belonging to Company (all of such
Company Property being referred to herein as “Company
Property”). Following the Termination Date, Employee shall
not (i) utilize Company Property or make or retain any copies,
duplicates, reproductions or excerpts of Company Property; and (ii)
access, utilize or affect in any manner, any of Company Property,
including, without limitation, its electronic communications
systems or any information contained therein.


 


8. Future
Cooperation.  Employee agrees to reasonably
cooperate with the Company, its financial and legal advisors in any
claims, investigations, administrative proceedings or lawsuits
which relate to the Company and for which Employee may possess
relevant knowledge or information.  Any travel and
accommodation expenses incurred by the Employee as a result of such
cooperation will be reimbursed in accordance with the
Company’s standard policies. The Parties agree that should
Employee’s assistance be required in connection with any such
matters that the Parties will agree to reasonable compensation for
such services.


 


9. 
Market Stand-Off
Agreement. Employee hereby agrees that he shall not, to the
extent requested by an underwriter of securities of the Company,
sell or otherwise transfer or dispose of any shares of stock of the
Company then owned by the Employee for up to 90 days following the
closing date of an underwritten public offering by the Company;
provided, however, that such agreement shall be applicable only to
the registration statements of the Company that cover securities to
be sold to the public in an underwritten offering but not to shares
held by Employee sold pursuant to such registration statement, if
any. In addition, the Employee agrees to execute an agreement, in
the lead underwriter’s standard form, reflecting the
foregoing at the time of the underwritten offering.


 


10. Applicable Law and Dispute
Resolution. Except as to matters preempted by ERISA or other
laws of the United States of America, this Agreement shall be
interpreted solely pursuant to the laws of the State of Nevada,
exclusive of its conflicts of laws principles.  Each of
the Parties hereto irrevocably submits to the exclusive
jurisdiction of Washoe County, State of Nevada, for the purposes of
any suit, action, or other proceeding arising out of this Agreement
or any transaction contemplated hereby. 


 


11. Entire Agreement. This
Agreement may not be changed or altered, except by a writing signed
by both Parties. Until such time as this Agreement has been
executed and subscribed by both Parties hereto: its terms and
conditions and any discussions relating thereto, without any
exception whatsoever, shall not be binding nor enforceable for any
purpose upon any party.  This Agreement constitutes an
integrated, written contract, expressing the entire agreement and
understanding between the Parties with respect to the subject
matter hereof and supersedes any and all prior agreements and
understandings, oral or written, between the Parties.


 


12. Assignment.  Neither
Party has assigned or transferred any claim such Party is
releasing, nor has such Party purported to do so.  If any
provision in this Agreement is found to be unenforceable, all other
provisions will remain fully enforceable. This Agreement binds the
Parties and their heirs, administrators, representatives,
executors, successors, and assigns, and will insure to the benefit
of all of the Company Released Parties and Employee Released
Parties and their respective heirs, administrators,
representatives, executors, successors, and assigns.


 


 




 








 






 


13. Binding Effect.  This
Agreement will be deemed binding and effective immediately upon its
execution by the Employee; provided, however, that in accordance
with the Age Discrimination in Employment Act of 1967
(“ADEA”) (29 U.S.C. § 626, as amended),
Employee’s waiver of ADEA claims under this Agreement is
subject to the following: Employee may consider the terms of his
waiver of claims under the ADEA for twenty-one (21) days before
signing it and may consult legal counsel if Employee so desires.
Employee may revoke his waiver of claims under the ADEA within
seven (7) days of the day he executes this Agreement.
Employee’s waiver of claims under the ADEA will not become
effective until the eighth (8th) day following Employee’s
signing of this Agreement.  Employee may revoke his
waiver of ADEA claims under this Agreement by delivering written
notice of his revocation, via facsimile and overnight mail, before
the end of the seventh (7th) day following Employee’s signing
of this Agreement to: Joe Laxague, Esq., Laxague Law, Inc., 1 East
Liberty, Suite 600, Reno, NV 89501, Fax:
775-996-3283.  In the event that Employee revokes his
waiver of ADEA claims under this Agreement prior to the eighth
(8th) day after signing it, the remaining portions of this
Agreement shall remain in full force in effect, except that the
obligation of the Company to provide the payments and benefits set
forth in Paragraph 2 of this Agreement shall be null and void.
Employee further understands that if Employee does not revoke the
ADEA waiver in this Agreement within seven (7) days after signing
this Agreement, his waiver of ADEA claims will be final, binding,
enforceable, and irrevocable.


 


EMPLOYEE
UNDERSTANDS THAT FOR ALL PURPOSES OTHER THAN HIS WAIVER OF CLAIMS
UNDER THE ADEA, THIS AGREEMENT WILL BE FINAL, EFFECTIVE, BINDING,
AND IRREVOCABLE IMMEDIATELY UPON ITS EXECUTION.


 


14. Acknowledgements. The Parties
agree that:


 


(a)
Each has consulted with and has been represented by counsel in
connection with the negotiation and execution of this
Agreement;


 


(b)
Employee has been advised that Laxague Law, Inc. has acted as
counsel to the Company and not to Employee, and Employee has been
advised to consult and has been provided with an opportunity to
consult with legal counsel of his choosing in connection with this
Agreement;


 


(c)
Each fully understands the significance of all of the terms and
conditions of this Agreement and has discussed them with each of
their respective independent legal counsel or has been provided
with a reasonable opportunity to do so;


 


(d)
Each has had answered to his satisfaction any questions asked with
regard to the meaning and significance of any of the provisions of
this Agreement;


 


(e)
Employee is signing this Agreement knowingly, voluntarily and in
full settlement of all claims which existed in the past or which
currently exist that arise out of his employment with the Company
or the termination of his employment prior to the Termination Date;
and


 


(f)
Each agrees to abide by all the terms and conditions contained
herein.


 




 








 






 


15. Notices.  For the
purposes of this Agreement, notices, demands and all other
communications provided for in this Agreement shall be in writing
and shall be delivered (i) personally or (ii) by first class mail,
certified, return receipt requested, postage prepaid, (iii) by
overnight courier, with acknowledged receipt, in the manner
provided for in this Paragraph 15, and properly addressed as
follows:


 


If to
the Company: 


 


Exactus,
Inc.


80 NE
4th
Avenue, Suite 28


Delray
Beach, FL
33483           


 


With a
copy to:


 


Laxague
Law, Inc.


1 East
Liberty, Suite 600


Reno,
NV 89501


 


If to
Employee:                      
 


 


Timothy
Ryan


c/o The
Shoreham Group


80
Eighth Avenue


Suite
1107


New
York, NY 10011


 


16. Counterparts.  This
Agreement may be executed in one or more counterparts, all of which
shall be considered one and the same agreement, and shall become
effective when one or more such counterparts have been signed by
each of the Parties and delivered to the other Parties. In the
event that any signature is delivered by facsimile transmission or
by an e-mail which contains a portable document format (.pdf) file
of an executed signature page, such signature page shall create a
valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect
as if such signature page were an original thereof.


 

 
17.
Attorneys’
Fees. If any Party shall commence any action or proceeding
against another Party in order to enforce the provisions hereof, or
to recover damages as the result of the alleged breach of any of
the provisions hereof, the prevailing Party therein shall be
entitled to seek to recover all reasonable costs incurred in
connection therewith, including, but not limited to, reasonable
attorneys’ fees.


 



[Signature page follows]


 


 




 








 





 





IN WITNESS HEREOF, the Parties hereby
enter into this Agreement and affix their signatures as of the date
first above written.


 


 


Exactus,
Inc.


 


 


By:  
/s/ Philip
Young



Name:
Philip Young


Title:
President


 


 


 


  


/s/ Timothy
Ryan



 Timothy
Ryan


 


 


 




 








 










 



CONSULTING AGREEMENT


 


THIS
CONSULTING AGREEMENT is made between Timothy Ryan having an address
at c/o The Shoreham Group, 80 Eighth Avenue, Suite 1107, New York,
NY 10011 (“Consultant”), and Exactus Inc, a Nevada
corporation having offices at 80 NE 4th Avenue, Suite 28, Delray
Beach, FL 33483 (“Exactus”).


 



THE PARTIES AGREE AS FOLLOWS:


 




1.

Effective
Date. This Agreement shall be effective on March 12,
2019.






 




2.

Term. The
initial term of this Agreement shall be from March 12, 2019 through
March 11, 2020 and shall continue thereafter until terminated.
Either party may terminate this Agreement at any time after twelve
(12) months, or sixty thousand dollars ($60,000) has been paid, by
either party on thirty (30) days’ notice, or by mutual
agreement by the parties at any time.






 




3.

General
Purpose. The general purpose of this Agreement is to engage
Consultant to provide consulting services related to investor
relations and general financial advisory services. Such services
shall exclude any assistance rendered in connection with any
capital raising transaction by Exactus. Such services shall be
performed in conformance with professional standards for performing
services of a similar kind, and under the direction of the Board of
Directors or otherwise as it shall direct.






 




4.

Compensation;
Reimbursement. During the term of this Agreement, Exactus
shall pay Consultant a stipend of five thousand dollars ($5,000)
per month.






 




5.

Independent
Contractor. The parties understand and hereby acknowledge
that nothing in this Agreement for consulting services shall be
construed to create any relationship other than that of an
independent contractor relationship. Exactus will not pay or
withhold federal, state or local income tax or other payroll tax of
any kind on behalf of Consultant. Consultant is not eligible for,
not entitled to, and shall not participate in, any of
Exactus’s health or other benefit plans.






 




6.

Confidentiality.
All data, materials and information submitted or made available to
Consultant by Exactus or by any other person or entity at the
direction of Exactus, or discovered in the course of the
consultancy services hereunder, unless otherwise publicly
available, and all data, materials and information, and other work
developed by Consultant under this Agreement, shall be utilized by
Consultant in connection with this Agreement only, shall be
maintained in confidence and shall not be made available by
Consultant to any other person or entity. Consultant will ensure
Consultant’s agents are bound to confidentiality of Exactus
data, materials and information to the same extent that Consultant
is bound under this Agreement.






 




7.

Ownership.
Exactus shall exclusively own all data, information, and other work
developed or obtained by Consultant pursuant to this Agreement.
Immediately upon termination of this Agreement for any reason, all
such data, information, and other work, in whatever form, shall be
turned over to Exactus.






 




8.

Insider
Trading. Consultant acknowledges and understands that the
purchase and sale of securities on the basis of material nonpublic
information, commonly referred to as “inside
information”, or the selective disclosure of inside
information to others who may trade, is prohibited by federal and
state laws. Consultant agrees to comply with all securities laws
and regulations, and Consultant will not use any inside information
gained through Consultant’s relationship with Exactus to
trade in the securities of Exactus or any other company to which
the inside information may apply.






 




9.

Compliance with
Applicable Laws. Consultant warrants and represents that
Consultant will comply with all federal, state, and local laws
applicable to performance of the work under this
Agreement.






 


 




 








 






 




10.

Authority and
Adherence. Consultant warrants that Consultant has the
authority to enter into this Agreement and that entering into this
Agreement is not restricted or prohibited by any existing agreement
to which Consultant is a party.






 




11.

Assignment and
Subcontract. This Agreement may not be assigned or
subcontracted by Consultant without the express written consent of
Exactus.






 




12.

Advertisement.
Consultant may not use the name Exactus Biosciences Corporation or
BioControl Ltd. or any variation thereof for advertising or
publicity purposes without first obtaining the written consent of
Exactus.






 




13.

Governing Law;
Jurisdiction. This Agreement is governed by the laws of the
State of Nevada, without regard to any conflicts-of-law principle
that directs the application of another jurisdiction’s laws.
Venue of any suit or proceeding arising out of or relating to this
Agreement shall lie exclusively in the state or federal courts
located in Washoe County, Nevada, and each party hereby irrevocably
and unconditionally submits to the exclusive jurisdiction of such
courts.






 




14.

No Presumption
Against Drafter. For purposes of this Agreement, the parties
hereby waive any rule of construction that requires that
ambiguities in this Agreement be construed against the
drafter.






 




15.

Notices.
Each notice required or permitted to be given pursuant to this
Agreement shall be in writing and can be delivered in person, via
email with confirmation of receipt, by fax or by an express
delivery service provided by a commercial carrier or the US Postal
Service, properly addressed to the other party at the address
designated in the first paragraph of this Agreement, or to such
other address as may be designated in writing.






 




16.

Waiver. A
delay or failure by either party to exercise any right under this
Agreement will not constitute a waiver of that or any similar or
future right.






 




17.

Severability.
If any provision of this Agreement is declared invalid by any
Court, then such provision shall be deemed automatically modified
to conform to the requirements for validity as declared at such
time, and as so modified, shall be deemed a provision of this
Agreement as though originally included herein. In the event that
the provision invalidated is of such a nature that it cannot be
modified, the provision shall be deemed deleted from this Agreement
as though the provision had never been included herein. In either
case, the remaining provisions of this Agreement shall remain in
effect.






 




18.

Survival of
Obligations. The provisions of paragraphs 7, 8, 9, 14, and
17 shall survive termination or expiration of this
Agreement.






 




19.

Entire
Agreement. This Agreement represents the entire
understanding of the parties and may not be modified except by
written agreement of the parties and supersedes all prior written
and/or oral agreements.






 


 

Consultant                                                                                  
Exactus Inc.


 

By:
_____________________________                                    
By: /s/ Philip
Young



 

Name (printed):
___________________                                    
Name (printed): Philip Young



 


Title:
____________________________