Blueprint









 EXHIBIT 10.2











 



CONSULTING AGREEMENT


 


This
Consulting Agreement (the “Agreement”) is made on the
1st day of
March, 2019, by and among WEED
Inc., of 4920 Post Trail Tucson, Arizona, U.S.A. 85750 (the
“Company”) of
the one part, and Yissum Research
Development Company of The Hebrew University of Jerusalem
Ltd., of the Hi-Tech Park, Edmond J. Safra Campus, Givat
Ram, Jerusalem, Israel (“Yissum”) and Prof. Elka Touitou, of the Hebrew
University of Jerusalem (the “Consultant”) of the other part.
Company, Yissum and Consultant each: a “Party”, and collectively: the
“Parties”.


 



WHEREAS, the Company is a public company operating in the
field of cannabis and cannabis-related products; and


 



WHEREAS, concurrently with the entry into
of this Agreement, the Company and Yissum shall enter into an
Exclusive License and Assignment Agreement dated March 1, 2019,
pursuant to which Yissum agreed to assign to the Company certain
platform technologies relating to different formulations for
administration and delivery of lipophilic compositions, (including
Cannabinoids) and certain related patent applications (the
“Assignment
Agreement”); and


 



WHEREAS, the Company wishes to retain the consulting
services of the Consultant, a Professor Emeritus of the Hebrew
University of Jerusalem (“HUJ”), and the Consultant has
agreed to perform the Consulting Services (as defined below) for
the Company and its Affiliates (as defined below) in accordance
with the terms and conditions set forth in this
Agreement.


 


NOW
THEREFORE, the Parties agree and stipulate as follows:


 




1.

Permission
to Provide Services






 


Yissum,
on behalf of itself and HUJ, hereby permits the Consultant to
provide the consulting services detailed in Appendix A (the “Consulting Services”) to the
Company and its Affiliates, upon such terms and for such
consideration as set forth in this Agreement. For the purposes of
this Agreement, “Affiliate” shall mean any person,
organization or other legal entity which controls, or is controlled
by, or is under common control with, the Company, and
“control” shall mean (i) the holding of more than fifty
percent (50%) of (a) the equity, or (b) the voting rights of such
entity; or (ii) the right to elect or appoint more than fifty
percent (50%) of the directors of such entity.


 


The
Consultant, a professor Emeritus of the HUJ School of Pharmacy, has
received the necessary permissions to provide the Consulting
Services to the Company, upon such terms and conditions as set
forth in this Agreement.


 




2.

Provision
of the Consulting Services






 




2.1

The effective date
of this Agreement and the commencement of the performance of the
Consulting Services by the Consultant to the Company shall be the
Closing Date as defined in the Assignment Agreement and shall be
subject to the completion of the Closing pursuant to the Assignment
Agreement (the “Effective
Date”).






 



2.2 

The Consultant
shall be available at the locations and at such times as
coordinated by the Company and the Consultant at their mutual
convenience and the Consultant will devote on average forty (40)
hours per month to the provision of the Consulting Services,
provided that over a six (6) month period, the Consultant shall
devote not less than a total of two hundred and forty (240) hours
thereto. The Consultant and the Company may adjust the foregoing
hourly allocation every six (6) months by written mutual agreement.
Without derogating from the foregoing, it is agreed that the
Company and the Consultant shall be entitled to expand the scope of
the Consulting Services by written mutual agreement without
requiring Yissum’s written consent thereto, and in the event
of any agreed change to the scope of the Consulting Services, the
Company shall notify Yissum in writing of such change as soon as
practicable thereafter. All Consulting Services will be performed
personally by the Consultant.






 



 

1







 






 



2.3 

The Consulting
Services shall be carried out in a diligent, timely, responsible,
competent, and professional manner consistent with prevailing
standards for the performance of the same or similar services, in
accordance with the instructions of the Company as may be provided
from time to time and all applicable laws, regulations, rules,
guidelines and ethical conduct.






 



2.4 

The Consultant
hereby undertakes that the Consultant shall not, knowingly, use, during
the performance of the Consulting Services, any confidential or
proprietary information of any third party whatsoever, including,
any confidential or proprietary information of Yissum and HUJ
(including the Yissum Confidential Information, but, excluding the
Technology (as such terms are defined in the Assignment Agreement)
and other information, materials and documentation disclosed to the
Company that are considered as part of the Company Confidential
Information (as defined in Section 8 of the Assignment Agreement)
following the Closing).






 



2.5 

The Consultant
represents and warrants that that Consultant’s performance of
this Agreement and the Consulting Services does not conflict with
or result in a violation or breach of, or constitute (with or
without notice or lapse of time or both) a default under any
contract, agreement or understanding, to which the Consultant is a
party or by which the Consultant is bound.






 


Except
as expressly provided in this Agreement and without derogating from
any undertakings or obligations of the Consultant hereunder,
neither Yissum nor the Consultant makes any representation or
warranty, express or implied, as to the value or quality of the
Consulting Services or as to any results of the Consulting
Services, including, without limitation, that the Consultant will
be successful in assisting the Company to reach any of the goals
set by the Company or in providing any input that the Company may
request, or that the results of Consulting Services will be
non-infringing, merchantable or fit for a particular purpose, and
neither Yissum nor the Consultant shall have any liability related
to any of the foregoing, including, without limitation, for (a) any
exploitation of the Consulting Services by the Company or by any of
its Affiliates; or (b) any presentations, representations,
proposals or contracts made by or entered into by the Company
vis-à-vis, or with, any third party, unless resulting from
Yissum’s and/or the Consultant’s gross negligence or
willful misconduct, or the Consultant's breach of this Agreement.
The Company’s sole remedy in the event that it is
dissatisfied with any of the Consulting Services will be the
termination of this Agreement in accordance with Section
3.


 



2.6 

The Company shall
not be entitled to require the Consultant to provide and the
Consultant shall not render and/or perform any advisory, consulting
or other services or activities of whatsoever nature other than the
Consulting Services that the Consultant is required to perform, as
specified in this Agreement. In addition, the Consultant will not
use any of the resources, personnel or facilities of HUJ in her
provision of the Consulting Services, it being agreed, however,
that limited general office supplies, a HUJ phone(s) and/or laptop
shall not be considered as HUJ resources for the purpose of this
provision. Notwithstanding the foregoing, the Consultant may use
her laboratory at HUJ subject to the terms and conditions of a
separate agreement to be entered into with Yissum and/or the
University.






 



2.7 

During the Term as
defined in Section 3.1 below and continuing for twelve (12) months
after the termination or expiration of such
engagement:






 




(a)

the Consultant
shall not, directly or indirectly:






 



(i) 

solicit,
endeavor to entice away from the Company or otherwise interfere
with the relationship of the Company with any person or
organization who is a customer of the Company or is engaged by the
Company; or





 



 

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(ii)


own an interest in, manage, operate, join,
control, or participate in or be connected with, as an
officer, employee, partner, shareholder, agent, consultant,
researcher, employee or otherwise (including by way of providing
consulting, advisory, and/or other services, either alone or jointly with
others), any person, company or
other entity, that, at such time,
directly competes with the Company or its Affiliates in the field
of Cannabinoids and hemp (including high dosage THC, THC or
Cannabidiols (CBD)) or that develops systems, products and/or
services which compete directly with the business of the Company or
its Affiliates as currently conducted or as currently proposed to
be conducted in the field of Cannabinoids and hemp (including high
dosage THC, THC or Cannabidiols (CBD)), unless agreed by the
Company in advance and in writing, provided that this shall not preclude the
Consultant from owning an equity interest not greater than 5% in a
publicly traded company; and






 




(b)


the
Consultant shall avoid any situation of an actual or potential
conflict of interest with the Company and shall promptly notify the
Company of any situation which constitutes an actual or potential
conflict of interests with the Company or its
Affiliates.






 


For the
removal of doubt, nothing herein shall restrict the Consultant from
performing any research activities at HUJ, subject to the
confidentiality, non-use, non-compete and no-conflict obligations
contained herein and in the Assignment Agreement; and subject to
the Company's rights with respect to patentable inventions in the
field of Cannabinoids and hemp
(including high dosage THC, THC or Cannabidiols (CBD))
created or reduced to practice as a result of such research
activities at HUJ, including research activities that commenced
prior to the date of signature of this Agreement, which shall be
governed by the terms of Section 13 of the Assignment
Agreement.


 


Nothing
contained herein shall prevent the Company from engaging the
services of and/or dealing directly or indirectly with any third
parties who provide services that are similar or identical to the
Consulting Services.


 



2.8 

The Consultant
shall report to and receive requests from the CEO of the Company or
any other person designated by the Company with respect to the
performance of the Consulting Services and shall submit reports
with respect to the performance of the Consulting Services as
reasonably requested from the Company. Any material or serious
issues, including, deviations from the Consulting Services, shall
be reported to the Company promptly after obtaining knowledge of
such circumstances.






 



2.9 

There are no
employee/employer relations between the Consultant and the Company
and no additional consideration will be payable to the Consultant
or Yissum in connection with the performance of the Consulting
Services other than as expressly set out hereunder or as required
by law.





 


The
Consultant hereby denies and waives any demand, claim and/or
allegation that an employment relationship of any kind has resulted
from this Agreement (including Appendix A hereto). The Consultant
shall indemnify the Company for any costs, expenses or liabilities
incurred by or imposed on the Company in the event of any decision
by a court or other competent authority that the Consultant is an
employee of the Company and/or to award any employment benefits to
the Consultant in connection with this Agreement and/or the
Consulting Services, arising from any claim or allegation made by
or on behalf of the Consultant that she is an employee of the
Company and/or that she is entitled to receive any monies and/or
rights as an employee of the Company.

 


The
Consultant further declares that she acknowledges that the
consideration agreed with the Company under this Agreement is based
upon her declaration and the absence of an employment
relationship.

 



 

3







 





 


Notwithstanding the
provisions of this Section 2.9 above, the Consultant’s
consideration for the performance of the Consulting Services shall
be seventy percent (70%) of her entire remuneration hereunder (as
detailed in Section 4 below) (the “Reduced Compensation”), in the
event that (i) she shall claim the existence of an
employer-employee relationship with the Company, and/or shall claim
monies and/or rights as an employee of the Company; and (ii) the
relationship between the Company and the Consultant shall be
regarded or determined by any court or other competent authority as
an employer-employee relationship as aforesaid as a result of any
claim by the Consultant as aforesaid in subsection (i) above. In
such an event, the Consultant shall return to the Company all
amounts paid to her (through Yissum) exceeding the Reduced
Compensation, and she shall reimburse and indemnify the Company,
for any sum which shall be demanded of it in connection with such
claims and/or determinations.

 


This
Agreement shall not be construed to create any relationship of
association, partnership or joint venture between the Company and
the Consultant and/or anyone on her behalf.

 


The
terms of this Section 2.9 shall survive the expiration or
termination of this Agreement.

 




3.

Term
of Agreement






 



3.1 

This Agreement will
be in force for a period of two (2) years from the Effective Date
(the “Initial
Term”). The Term of this Agreement may be extended for
an additional period of two (2) years by mutual written consent of
the Parties (the exchange of emails between the Parties shall also
be considered as written consent) (the “Extended Term” and together with
the Initial Term, the “Term”).






 



3.2 

This Agreement may
be terminated by the Company, or by Yissum and the Consultant
acting jointly, at any time prior to the expiration of the Initial
Term (or the Extended Term, as the case may be), without any
further liability except as set forth in Section 3.3 below, upon
the occurrence of any of the following events: (a) upon any
material breach of this Agreement which has not been cured within
thirty (30) days from delivery of written notice by a Party to the
allegedly breaching Party; or (b) at will, upon sixty (60) days
prior written notice to the other Party/ies, it being agreed,
however, that neither Yissum nor Consultant nor the Company shall
be entitled to terminate for convenience during the Initial
Term.






 



3.3 

Upon termination or
expiration of this Agreement for any reason, (i) the Company shall
pay the Consultant through Yissum such portion of the Annual
Consultancy Fee (as defined below) as shall have accrued but be
unpaid through the effective date of the termination; and (ii) the
Consultant shall cease using any Company Confidential Information
and shall promptly return to the Company all Company Confidential
Information in tangible form, including all copies thereof, and all
Company equipment or property in her possession or control, and
shall erase all Company Confidential Information that exists on the
Consultant’s personal computer(s).






 



4.

Consideration






 



4.1 

Consulting Fee. In
consideration of the provision of the Consulting Services, and
subject to the completion of the Closing pursuant to the Assignment
Agreement, the Company will pay the Consultant through Yissum (who
shall receive such consideration on behalf of the Consultant), the
following consideration:






 




4.1.1

a non-refundable
upfront payment in the amount of US$ 75,000 (seventy-five thousand
U.S. Dollars) (the “Upfront
Consultancy Fee”), to be paid on the Effective Date;
and






 




4.1.2

a monthly
consultancy fee of US$ 6,250 (six thousand two hundred and fifty
U.S. Dollars) (based on the scope of the Consultancy Services set
forth in Section 2.2 above), (the “Ongoing Consultancy Fee”), which
shall be payable by the Company on a monthly basis. Each monthly
payment in the amount of US$ 6,250 (six thousand two hundred and
fifty U.S. Dollars) shall be paid to Yissum (on behalf of the
Consultant) within thirty (30) days of presentation of a valid tax
invoice by Yissum to the Company. No amounts paid will be
refundable;






 



 

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(the
Upfront Consultancy Fee and the Ongoing Consultancy Fee,
collectively, the “Consultancy Fees”).


 


The
Company shall not make any payment of any sort directly to the
Consultant.


 




4.2

Equity. As additional
consideration, and subject to the completion of the Closing as
aforesaid, on the Effective Date, the Company will issue the
Consultant 75,000 (seventy-five thousand) restricted shares of
Common Stock of the Company, par value $0.001 each (the
“Consultant
Shares”).






 




4.3

No Sale. The Consultant shall
not be entitled to sell or transfer all or any part of the
Consultant Shares for a period of six (6) months from the date that
the applicable Consultant Shares are issued (the
“Restricted Period).
Following the Restricted Period, subject to applicable law and
regulations, the Consultant shall be entitled to sell or transfer
any of the Consultant Shares provided that the total number of
Consultant Shares sold on any given day shall not exceed ten
percent (10%) of the average daily volume of the Company’s
shares sold on the OTC Bulletin Board during the preceding five (5)
days (“Consultant Daily
Transfer Quota”).






 




4.4

The above
consideration is inclusive of all taxes and overhead, excluding
value added tax (“VAT”), if applicable, and shall be
added to each payment via wire transfer against a valid tax invoice
and in accordance with Section 4.7 below.






 




4.5

Without derogating
from Sections 4.7 and 4.8 below, the Consultant and Yissum (to the
extent relating to the Consultancy Fees) shall be responsible for
the payment of any and all of her or its (as applicable) respective
tax obligations, social security payments and other charges or
brokerage fees associated with the payment of the Consultancy Fees
and the issuance, sale or transfer of the Consultant Shares, as
contemplated hereunder. Notwithstanding the foregoing, the Company
shall be responsible for all costs associated with the release of
the Consultant Shares from any restriction or lock-up. Each Party
shall bear its own bank fees.






 




4.6

The Consultant,
through Yissum, shall be entitled to receive reimbursement of all
reasonable documented out-of-pocket expenses incurred by the
Consultant in performing the Consulting Services hereunder;
provided, in all events, that such expenses were approved in
advance and in writing by the Company, according to the
Company’s policies and procedures.






 




4.7

Any VAT (if any)
applicable to the payment of the Consultancy Fees or issuance or
transfer of the Consultant Shares to the Consultant as provided in
this Section 4 above, shall be borne by the Company and added to
each payment, and/or paid to Yissum (on behalf of the Consultant),
in accordance with the statutory rate in force at such time,
subject to provision of a proper invoice.






 




4.8

If the Company is
required by applicable law to make any tax deduction, tax
withholding or other similar payment from any amount paid or
payable by the Company hereunder, on account of income tax, tax on
profit or any other taxes of similar nature (“Withholding Tax”), then the
Company shall: (i) deduct such Withholding Tax from such payments,
as prescribed by applicable law, or at the reduced rate under the
applicable double taxation treaty; (ii) pay such Withholding Tax to
the proper taxation authority; and furnish Yissum (on behalf of the
Consultant) with a certificate or other evidence of the deduction
and payment thereof, unless Yissum has provided the Company with a
certificate of exemption from such Withholding Tax.






 




4.9

For the removal of
doubt, the consideration set out in this Section 4 constitutes the
only consideration payable by the Company or its Affiliates in
connection with the performance of the Consulting Services and/or
the use of the Company Results and IP (as defined in Section 6
below).






 




 

5








 






 


 




5.

Confidentiality;
Publication






 




5.1

Confidentiality. Each Party
agrees to abide by the confidentiality obligations of Section 10 of
the Assignment Agreement which shall also apply to any confidential
and/or proprietary information of the Company disclosed and/or
obtained under this Agreement, as well as the Company Results and
IP (as defined below). For clarity, following the Assignment (as
defined in the Assignment Agreement), the Technology and all
reports, information, data, formulations, solutions, designs,
inventions, know-how, materials, and documentation disclosed to the
Company under the Assignment Agreement as part of and/or in
connection with the Technology shall be considered as part of the
Company Confidential Information (as defined in the Assignment
Agreement).






 


Without
derogating from the foregoing, the Consultant is aware that the
Company has received and will receive from third parties
information that is confidential or proprietary of such third
parties (“Third Party
Information”) and that is subject to restrictions
regarding its usage and disclosure. The Consultant will hold all
Third Party Information in the strictest confidence and will not
disclose or use any Third Party Information except as permitted by
the agreement between the Company and the relevant third party,
unless expressly authorized in writing to act otherwise by the
Company.


 




5.2

Publication. The Consultant
agrees not to publish any information or material related to the
Company Results and IP or other Company Confidential Information or
intellectual property of the Company (irrespective of whether or
not conceived or generated as part of the Consulting Services),
without the prior written consent of the Company.






 




6.

Intellectual
Property






 


During
the Term, any inventions, know-how, data, materials, formulations,
solutions, deliverables, advice, ideas, technology, improvements,
designs or other results developed or generated by the Consultant
in the course of or as a result of providing the Consulting
Services that relate to the Technology licensed or assigned to the
Company under the Assignment Agreement and/or any proprietary or
confidential information and/or intellectual property and/or
products and/or business of the Company, and all related patent
applications, patents, copyright or other intellectual property
rights (collectively, “Company Results and IP”) shall be
owned exclusively by the Company. Without derogating from the
foregoing, each of Yissum and the Consultant hereby assigns to the
Company all right, title and interest in and to the Company Results
and IP and shall execute all documents and instruments (including
deeds of assignment) and shall take any further acts reasonably
required to transfer and/or assign the Company Results and IP to
the Company. The Company Results and IP shall be deemed as part of
the Company Confidential Information for the purposes of Section 5
above and Section 10 of the Assignment Agreement. All works of
authorship within the Company Results and IP shall be deemed "works
made for hire". The Consultant shall promptly notify the Company in
writing of any Company Results and IP.


 


Each of
Yissum and the Consultant confirms that neither the Consultant nor
Yissum will be entitled to royalties and/or to any other
consideration, other than the consideration set forth in Section 4
above, for or in respect of any invention and/or assignment and/or
the commercial use of any Company Results and IP; and such
consideration shall constitute full consideration in accordance
with section 134 of the Israeli Patents Law – 1967 (the
“Israeli Patents
Law”), or any other applicable laws, for all Company
Results and IP generated hereunder, including any service invention
as such term is defined in the Israeli Patents Law.


 


Nothing
contained herein shall be deemed to grant the Consultant and/or
Yissum and/or HUJ any right or license in or to use the Company
Results and IP for any purposes whatsoever except for the
performance of the Consulting Services by the Consultant pursuant
to this Agreement.


 



 

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7.

Liability
and Indemnification






 




7.1

Yissum, HUJ and
their respective officers, directors, employees and agents and the
Consultant (the “Indemnitees”), shall not be liable
for any and all claims, actions, demands, losses, damages, costs
and expenses (including, without limitation, reasonable legal and
expert fees) made, brought or suffered by the Company or by any
third parties arising from or in connection with the Consulting
Services, unless caused by the gross negligence or willful
misconduct or breach of this Agreement by or of any of the
Indemnitees (the “Damages”).





 




7.2

In the event one or
more of the Indemnitees should suffer any Damages, as set forth in
Section 7.1 above or will be obligated to pay third parties any
amount as compensation for any such Damages, the Company will
indemnify such Indemnitee/s and hold them harmless from and against
any and all such Damages. To be eligible to be indemnified
hereunder, Yissum and/or other Indemnitees shall (i) promptly
notify the Company of the relevant claim, action or proceeding;
(ii) the Company shall have the right to assume the sole control
over the investigation, defense and settlement of such claim,
action or proceeding, with the reasonable cooperation of the
Indemnitees, at the Company’s expense; and (iii) the
Indemnitees shall not make any admissions or compromise any claim,
action or proceeding without the Company’s prior written
consent. The Indemnitees shall be entitled to retain their own
counsel at their sole cost and expense, without interfering with
the Company’s control over the proceedings.





 




7.3

Except for any
liability or obligation under Section 5 (Confidentiality;
Publication) and Section 7.1 above, or for the misappropriation of
any of the Company’s intellectual property, or any liability
resulting from gross negligence or willful misconduct or
misrepresentation by the Company under applicable state and
securities law, none of the Parties shall be liable to the other
Parties (whether under contract, tort (including negligence) or
otherwise), for any special, punitive, indirect, incidental or
consequential damages of any kind, including lost profits, business
interruption losses, loss of business or loss of data, arising out
of or in connection with the performance of this Agreement, even if
such Party is advised or should have known of the possibility
thereof.





 




8.

Miscellaneous






 




8.1

Sections 2.7, 2.9,
3.3, 4.5, 4.8, 5, 6, 7 and 8 of this Agreement, any right that
accrued prior to termination and the obligation to make payments
that relate to the period prior to termination, shall survive
termination of this Agreement for any reason.





 




8.2

This Agreement
shall be governed by the laws of the State of Israel and any
disputes concerning this Agreement shall be treated in accordance
with section 14 of the Assignment Agreement.





 




8.3

Nothing in this
Agreement, express or implied, is intended to confer upon any
person other than the Parties any rights or remedies of any
sort.





 




8.4

This Agreement,
including Appendix A, and the Assignment Agreement constitute the
full and entire understanding and agreement between the Parties
with regard to the subject matter hereof and thereof. Any term of
this Agreement may be amended, terminated or waived only by written
agreement of all Parties.





 




8.5

No Party may assign
or transfer any of its rights under this Agreement to any person
without the written agreement of the other Parties, not to be
unreasonably withheld, except that the Company shall be entitled to
assign this Agreement to any of its Affiliates or in connection
with a merger, sale or license of all or substantially all of the
Company’s shares, assets or business pertaining to the
subject matter of this Agreement, provided in each case that such
assignee agrees to be bound in writing by this
Agreement.





 



 

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8.6

The validity,
legality or enforceability of the remainder of this Agreement will
not be affected if one or more of the provisions of this Agreement
will be held to be invalid, illegal or unenforceable in any respect
and such provision(s) shall be interpreted so as to give effect, to
the greatest extent consistent with and permitted by applicable
law, to the meaning and intention of the excluded
provision(s).





 




8.7

Each of Yissum and
Consultant represents and warrants that to its knowledge, the
Consultant is not and has never been disqualified, debarred or
under investigation for any action which may lead to debarment
under Section 306(a) or 306(b) of the Federal Food, Drug and
Cosmetic Act (21 U.S.C. §§ 335a(a)-(b)) or any other
applicable laws and regulations or by any regulatory authority or
health care provider. The Consultant shall promptly notify the
Company of any such disqualification, debarment, threat of
debarment or investigation during the Term and for one (1) year
thereafter.





 




8.8

All Parties to this
Agreement were represented by counsel. Therefore, there will be no
presumption that this Agreement should be interpreted against the
Party which drafted it.





 




8.9

The headings in
this Agreement are inserted only as a matter of convenience, and in
no way may be used to define, limit, extend or interpret the scope
of the Agreement or of any particular provision. In this Agreement, the words
“include” or “including” shall be construed
as incorporating, also, “but not limited to” or
“without limitation”.





 




8.10

None of the Parties
shall be liable for any delay in performance or any failure to
perform as required by this Agreement to the extent such delay or
failure to perform is due to circumstances beyond such
Party’s reasonable control, including, act of God, war, fire,
flood, terrorism, labor disturbances, or civil unrest (all of the
foregoing, collectively, “Force Majeure”); provided that the
Party claiming Force Majeure shall give notice in writing to the
other Parties without undue delay after such circumstance has
occurred. The provisions of this Section 8.10 shall not apply in
respect of any payment or indemnification obligations under this
Agreement.





 




8.11

Any notice or other
communication required to be given by one Party to the other
Party/ies under this Agreement shall be in writing and shall be
deemed to have been served: (i) if personally delivered, when
actually delivered; or (ii) if sent by electronic mail (provided
that any notice terminating this Agreement which is sent by
electronic mail shall be followed by a notice sent in any other
manner provided herein), the next business day after receipt of
confirmation of transmission; or (iii) 7 (seven) business days
after being mailed by certified or registered mail, postage prepaid
(for the purposes of proving such service, it being sufficient to
prove that such notice was properly addressed and posted) to the
respective addresses of the Parties set out below, or to such other
address or addresses as any Party hereto may from time to time in
writing designate to the other Parties hereto pursuant
hereto.





 


To Yissum and/or the Consultant
at:


 


Yissum
Research Development Company


of the
Hebrew University of Jerusalem Ltd.


P.O.
Box 39135


Jerusalem 91390,
Israel


Email:
lani.questembert@yissum.co.il


 


To the
Company at:


WEED
Inc.


4920
Post Trail


Tucson,
Arizona, U.S.A. 85750


 Email:
gemartin21@aol.com


 



 

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8.12

This Agreement may
be executed in any number of counterparts (including counterparts
transmitted by electronic mail in pdf format), each of which shall
be deemed to be an original, but all of which taken together shall
be deemed to constitute one and the same instrument.





 


 

 


 

 


 

 


 

 


 

 


 

 


[Signature
page follows]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 




 

9








 






 


IN
WITNESS WHEREOF the Parties hereto have executed this Agreement to
be effective as of the day and year written above.


 


 


____________________________________


WEED,
Inc.


 


____________________________________



Yissum Research Development Company of


The
Hebrew University of Jerusalem Ltd.


 


 


____________________________________


The
Consultant


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




 

10








 







Appendix A

 


 



Consulting Services

 


 


 


The
Consulting Service shall comprise (i) providing advice, support,
theories, techniques formulations and improvements in connection
with the Company’s scientific research and product
development activities related to the development and
commercialization of the Technology and products and
services (ii) make
presentations and shall be a speaker (including a keynote speaker)
at local and international conferences and events to be mutually
agreed upon by the Company and the Consultant in advance; (iii)
shall read and review relevant scientific publications; and (iv)
shall review and comment on all patent applications and patents
within the Technology and other new Company patents applications
and/or patents in the field of Cannabinoids and hemp (including
high dosage THC, THC or Cannabidiols (CBD)).