Live Current Media Inc.: Exhibit 10.3 - Filed by newsfilecorp.com






Distribution Agreement 

This agreement is between Live Current Media, Inc.
(“LIVC” or “Distributor”) located at 880 – 50 West Liberty
Street, Reno, NV 89501, and Cell MedX Corp. (“CMXC” or “Lessor”)
located at 123 W. Nye Ln, Suite 446 Carson City,
NV. For purposes of this agreement, LIVC and CMXC are referred to
collectively as “the Parties.” 

Background 

WHEREAS, CMXC is the manufacturer of a microcurrent medical
Device, namely the eBalanceTM Device and; 

WHEREAS, CMXC has identified two
  distribution market channels for sales of the eBalanceTM Device, home based and
  individual rights (“Direct Rights”) and clinic, doctor and practitioner rights
  (“Wholesale Rights”) to use the eBalanceTM Device to offer Sessions to clients;  

WHEREAS, CMXC now seeks to sell the worldwide Direct Rights to the eBalanceTM
  Device and LIVC wishes to purchase these rights; 

NOW, THEREFORE, in
  consideration of the mutual promises expressed herein, the sufficiency of which
  is acknowledged by the Parties, LIVC and CMXC agree as follows: 

Definitions 

	1. 	
      In this agreement:




	 	(a) 	
      Device means any microcurrent device that CMXC,
      manufactures or acquires for therapeutic or other use anywhere in the
      Territory, any microcurrent device that CMXC develops for personal use by
      individual users in the Territory, and manuals for the operation of the
      Device.

	 	 	 
	 	(b) 	
      Direct Rights means the rights to sell the Device
      directly to households and end users for personal use.

	 	 	 
	 	(c) 	
      Distributor means Live Current Media Inc., a
      Nevada corporation located at 880 – 50 West Liberty Street, Reno, NV
      89501.

	 	 	 
	 	(d) 	
      Effective Date means a date on which both parties
      agree that the Device is a Saleable Device as defined in this section and
      also following a date on which the Device has received its 510k from the
      United States FDA .

	 	 	 
	 	(e) 	
      License Fee means the fee paid by Distributor to
      CMXC for each Device to be distributed by Distributor.

	 	 	 
	 	(f) 	
      Products includes any ancillary product (such as
      electrolyte, tools attachable to a Device for any purpose, and any other
      item that is used for the delivery of a Session) that CMXC produces or
      offers for distribution or sale (either directly or indirectly through a
      subsidiary) to Distributor that Distributor then distributes to a
    User.

	 	 	 
	 	(g) 	
      Saleable Device is a device that in addition to
      the ebalance software and capabilities, includes a disclaimer before each
      Session, a red/yellow/green graph and has the
ability to accept credit card payments that are connected to
      automatically activating the monthly subscription or increase the Sessions
  on the Device.








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	 	(h) 	
      Session means a single Session or partial Session
      for “Wellness” or “Pain Management” or other Session program that may be
      added to the Device at any time with a Device that is provided to or
      administered by a User.

	 	 	 
	 	(i) 	
      Term means the period of time from the Effective
      Date to the date that is 5 years after the Effective Date and
      automatically renewable for one year periods thereafter unless terminated
      earlier by either party under the provisions of this Agreement.

	 	 	 
	 	(j) 	
      Territory means the whole world .

	 	 	 
	 	(k) 	
      User includes any clinic, health practitioner, end
      user, other entity or person who has a Device for any use who enters into
      a lease agreement with CMXC for a Device through the
Distributor.

	 	 	 
	 	(l) 	
      User Fees means the fees that CMXC charges a User
      for a Session from CMXC, net of any discounts, refunds or other reductions
      in gross fees.

	 	 	 
	 	(m) 	
      Wholesale Rights means the rights to sell the
      Device to clinics, doctors and practitioners whereby they will sell
      Sessions by the Device to their clients.





	2. 	
      All references to dollar amounts are in US dollars unless
      otherwise stated.



Distribution licence 

	3. 	
      CMXC grants to Distributor the exclusive Direct Rights to
      distribute Devices and Products to potential Users in the Territory as of
      the Effective Date on behalf of CMXC as the Lessor of the
  Devices.

	 	 
	4. 	
      To secure this distribution licence, Distributor has paid
      a deposit of $250,000 to CMXC on signing of an LOI on September 10,
      2018.

	 	 
	5. 	
      To maintain the exclusive distribution licence,
      Distributor must:




	 	(a) 	
      Order a minimum of 2,000 Devices as follows:

	 	 	 
	 	(i) 	
      a minimum of 500 Devices at the end of 14 months
      commencing on the Effective Date,

	 	 	 
	 	(ii) 	
      a minimum of 2,000 Devices at the end of 24 months
      commencing on the Effective Date; and

	 	 	 
	 	(b) 	
      require that all of its Users buy all of the Products
      required for the delivery of a Session exclusively from Distributor;
      and

	 	 	 
	 	(c) 	
      buy all of the Products required for Users under
      subparagraph (b) above exclusively from CMXC; and

	 	 	 
	 	(d) 	
      24 months after the Effective Date be generating minimum
      User Fees equal to $100,000 to CMXC per month, regardless of whether its
      Users have generated this amount; and







3 

	 	(e) 	
      In the event that LIVC does not meet the minimum order
      requirements as set out in this section, LIVC will maintain the right to
      continue to sell the Device on the same terms governed by this agreement
      other than that LIVC will lose the right to exclusivity. If CMXC decides
      to sell the exclusive rights to any portion of the Territory at any time
      after this occurs, LIVC will no longer have the right to sell the device
      in that portion of the Territory; and

	 	 	 
	 	(f) 	
      In the event that LIVC does not meet the minimum purchase
      requirements as set out in this section, LIVC will continue to receive
      User Fees collected resulting from all sales made to the date of this
      event occurring on the same terms as this agreement but will lose
      exclusivity rights. If the rights are sold to a third party LIVC and CMXC
      will negotiate, in good faith, a fee payable to LIVC for the existing
      clients setup by LIVC in the territory which may also include the third
      party.




	6. 	
      Distributor has the right to sell the Device under the
      Wholesale Rights in any territory that has not been granted to a
      distributor by CMXC. In addition, the Distributor has the first right of
      refusal to match any offer to purchase a Wholesale Right from CMXC for
      fifteen days after being notified. In the case the Wholesale Rights are
      sold to a third party LIVC and CMXC will negotiate, in good faith, a fee
      payable to LIVC for the existing clients setup by LIVC in the territory as
      part of the third party agreement. It is acknowledged that at the signing
      of this Agreement, no Wholesale Rights have been granted by
CMXC.

	 	 
	7. 	
      At any time that CMXC is approached by a potential
      distributor which wishes to distribute or buy the Direct Rights to
      exclusively distribute the device in any country, CMXC will introduce the
      interested party to LIVC and LIVC will negotiate in good faith to sign a
      distribution arrangement that is economically beneficial to all parties.
      These negotiations will be based on economic and financial
  criteria.

	 	 
	8. 	
      Distributor may incorporate wholly owned subsidiary
      companies to perform this agreement in specific areas of the Territory;
      and may, with the written consent of CMXC, not to be unreasonably
      withheld, sub-license the distributorship authorized by this agreement to
      distributors in specific areas of the Territory.

	 	 
	9. 	
      Nothing in this agreement transfers title of a Device to
      Distributor or a User. CMXC at all times owns the Devices and is entitled
      to all incidents of ownership. Distributor may not sell a Device without
      the written consent of CMXC.



Licence Fee 

	10. 	
      Distributor will pay to CMXC a Licence Fee equal to the
      retail cost of the Device less 20%, on the following schedule and
      terms:




	 	(a) 	
      50% of the Licence Fee when Distributor places a written
      order for Devices by e-mail or other method to be determined by CMXC;
      and

	 	 	 
	 	(b) 	
      the remaining 50% of the Licence Fee on the specified
      delivery date; and

	 	 	 
	 	(c) 	
      the Licence Fee for the current Device will not exceed
      $2,400 in the first 24 months of this agreement;
and







4 

	 	(d) 	
      Both Parties acknowledge that the price of new Devices
      developed in the future may be higher than the current price structure for
      the Device; and

	 	 	 
	 	(e) 	
      Distributor and CMXC intend to offer a 90-day, money back
      guarantee less shipping and handling. Each party is responsible for
      returning to buyers the funds they received from the original purchase;
      and

	 	 	 
	 	(f) 	
      The retail cost will be subject to change at the sole
      discretion of CMXC on providing 30 days of written notice of any such
      change.



User Fees 

	11. 	
      User Fees will:




	 	(a) 	
      be $240 per month for households and personal use end
      users on a monthly fee basis which will include at least 50 Sessions;
      and

	 	 	 
	 	(b) 	
      be split 50/50 between the Distributor and CMXC;
    and

	 	 	 
	 	(c) 	
      CMXC may set different User Fees in certain
      circumstances




	12. 	
      CMXC and the Distributor will agree on which company is
      to collect User Fees and the proceeds for the month will be distributed 15
      days after the month end.

	 	 
	13. 	
      All credit card fees will be the responsibility of
      LIVC.

	 	 
	14. 	
      Distributor or CMXC, at their own expense, may audit each
      others Sales and User Fee records—the calculations, invoices, receipts and
      any other record relating to Sales and User Fees—at any time upon 30 days
      written notice to the other Party.



Device shipping, warranty and damage 

	15. 	
      CMXC will ship, at its cost, all orders of Devices and
      Products to Distributor under this agreement, whether its own warehouse, a
      drop shipper or other distribution centre of Distributor’s choosing. LIVC
      will be responsible for shipping to the end User.

	 	 
	16. 	
      Distributor will replace any defective or damaged Device
      it has distributed to a User. Distributor will inform CMXC in writing of
      the serial number and location of the defective or damaged Device and
      request a replacement Device. Distributor will return the defective or
      damaged Device to CMXC. CMXC will ship the replacement Device with the
      next Device shipment order placed by LIVC.

	 	 
	17. 	
      All defective Devices will be replaced at CMXC’s
    cost.

	 	 
	18. 	
      Devices that have been physically damaged will not be
      guaranteed by the Distributor or CMXC.

	 	 
	19. 	
      CMXC will maintain an adequate inventory of Devices to
      ensure timely delivery of new Devices and CMXC and LIVC will maintain a
      number of Devices necessary to ensure the timely replacement of defective
      Devices.



Marketing plan and sales materials 




5 

	20. 	
      Distributor is responsible for producing its own
      marketing plan and sales materials. CMXC will provide all reasonable
      information that the Distributor requires for this purpose. Distributor
      will submit all sales and marketing materials to CMXC for review and
      approval by CMXC and will not use any such materials that have not been
      approved in advance by CMXC.

	 	 
	21. 	
      Distributor will use its best efforts to acquire, in a
      timely manner, all distribution and marketing licences needed to operate
      in each of the countries where it distributes the Device, in order that it
      can collect funds directly from users.



Referrals and in-house sales 

	22. 	
      CMXC expects that it will receive requests for Devices
      directly from potential Users, of the Direct Rights, within the Territory.
      All such requests will be referred to Distributor with the following
      exception:

	 	 
		
      CMXC will be able to sell and deliver Devices directly to
      individuals under the Direct Rights clause if those Devices have been sold
      through professional health care practitioners such as clinicians or
      Doctors. These orders must be supported by documentation signed by the
      practitioner acknowledging that he/she is recommending purchase of the
      Device. In addition, the health care practitioner must be receiving a
      commission for the referral of the sale to clients. The audit rights of
      clause 14 are designed to manage this process.



Termination 

	23. 	
      Either Party may terminate this
  Agreement:




	 	(a) 	
      for cause upon the other Party’s breach or default of any
      provision of this Agreement unless such breach or default is corrected or
      cured within thirty (30) days after receipt of written notice thereof from
      the non-breaching Party; and

	 	 	 
	 	(b) 	
      for cause immediately, in the event that the other Party:
      (i) is the subject of a voluntary or involuntary petition in bankruptcy;
      (ii) is or becomes insolvent; or, (iii) ceases to pay its obligations or
      conduct business in the normal course; and

	 	 	 
	 	(c) 	
      for cause upon findings that the other Party
      misrepresented any provision of this Agreement; and

	 	 	 
	 	(d) 	
      by mutual written consent.



Representations and Warranties 

	24. 	
      The Parties represent:



CMXC represents and warrants that: 

	 	(a) 	
      It is duly formed and in good standing under the laws of
      Nevada, it has the right to make and perform this agreement, and this
      agreement has been duly authorized by its board of directors,
and

	 	 	 
	 	(b) 	
      it has no agreement with any party that conflicts or
      could conflict with this agreement, and







6 

	 	(c) 	
      the device is electrically certified for home use,
      hospital use and clinic use.



Distributor represents and warrants
that: 

	 	(d) 	
      It is duly formed and in good standing under the laws of
      Nevada, it has the right to make and perform this agreement, and this
      agreement has been duly authorized by its board of directors,
and

	 	 	 
	 	(e) 	
      it has no agreement with any party that conflicts or
      could conflict with this agreement.



Other terms 

	25. 	
      The parties at all times will act in good faith to enable
      the other to perform this agreement and to resolve any disputes that might
      arise in the interpretation or performance of this agreement.

	 	 
	26. 	
      Time is of the essence of this agreement and any
      amendment to it.

	 	 
	27. 	
      If either party must perform under this agreement on a
      day that is not a business day in Vancouver BC, then the party must
      perform on the next business day in Vancouver, BC.

	 	 
	28. 	
      Notice:




	 	(a) 	
      Any notice or other document that must be given under
      this agreement must be in writing and signed by the appropriate authority
      and delivered by hand or overnight courier or transmitted by fax or email
      or other agreed electronic means to the following address, fax number or
      email address:

	 	 	 
	 	(i) 	
      To CMXC at_820 – 1130 West Pender Street, Vancouver, BC
      V6E 4A4; email: yana@cellmedx.com

	 	 	 
	 	(ii) 	
      To Distributor at 820 – 1130 West Pender Street,
      Vancouver, BC V6E 4A4; email: david@livecurrent.com

	 	 	 
	 	(b) 	
      Notice is deemed to have been received when it is
      delivered or transmitted if it is delivered or transmitted between 8:00
      and 17:00 hours in Vancouver, BC and on the next business day if it is
      delivered or transmitted outside of these
hours.




	29. 	
      This agreement is the entire agreement between the
      parties; and its terms may be waived or amended only in writing. No waiver
      of any term operates to waive any other term.

	 	 
	30. 	
      This agreement and any documentation or other information
      disclosed by one party to the other during their negotiations are
      confidential between the parties and may only be disclosed to others by
      either party if required by a regulatory agency with jurisdiction, such
      as, for example and without limitation, a securities commission and Health
      Canada.

	 	 
	31. 	
      This agreement does not create a partnership or joint
      venture or any other kind of business association between the parties; and
      neither party has the power to bind the other in any way.

	 	 
	32. 	
      Neither party may assign its interest in this agreement
      without the other party’s written consent, which cannot be unreasonably
      withheld.







7 

	33. 	
      This agreement is binding on and inures to the benefit of
      the parties and their respective successors and permitted
  assigns.

	 	 
	34. 	
      Each party participated in the drafting of this
      agreement; therefore, no presumption that either party or any other party
      drafted it applies in any interpretation, construction, or enforcement of
      this agreement.

	 	 
	35. 	
      This agreement must be construed in accordance only with
      the laws of British Columbia and the parties must submit to the
      jurisdiction of the courts of British Columbia.

	 	 
	36. 	
      No finding by a court of competent jurisdiction that any
      provision of this agreement is invalid, illegal, or otherwise
      unenforceable operates to impair or affect the remaining provisions which
      remain effective and enforceable.

	 	 
	37. 	
      This agreement may be signed in counterparts and
      delivered to the parties by the means described in paragraph 28; and the
      counterparts together are deemed to be one original
  document.



THE PARTIES’ SIGNATURES below are evidence of their agreement
to the foregoing 37 terms and conditions. 

	Cell MedX Corp. 	 	Live Current Media Inc. 
	  	 	  
	  	 	  
	/s/ Frank
      McEnulty 	 	/s/
      David Jeffs 
	Frank McEnulty, CEO and PResident 	 	David Jeffs 
	 	 	 
	Date:03/21/2019	 	Date:03/21/2019