Exhibit 10.5


 





CONFIDENTIAL


 


UPPERCUT BRANDS, INC.


ADVISORY AGREEMENT


 


This ADISORY
AGREEMENT (the “Agreement”) is made and entered into as of April __, 2020 (the “Effective Date”), by and
between Uppercut Brands, Inc., a Delaware corporation (the “Company”), and ________________ (“Advisor”).


 


A. WHEREAS,
the Company desires to engage Advisor as an Advisor on a non-exclusive basis and in connection therewith to provide certain advisory
services to the Company and Advisor is willing to be engaged by the Company as an Advisor and to provide such services, on the
terms and conditions set forth below.


 


NOW THEREFORE,
in consideration of the foregoing and the mutual obligations set forth in this Agreement, the parties agree as follows:


 


1. Advisory Services. Commencing
on the Effective Date, the Company hereby retains Advisor, and Advisor hereby agrees to be engaged by the Company to provide the
services set forth on Exhibit A attached hereto (collectively, the “Services”). Advisor shall perform the Services
with the highest degree of professional skill and expertise.


 


2. Compensation. Advisor’s
compensation for performing the Services shall be as set forth in Exhibit A. In addition, the Company shall reimburse Advisor
for reasonable travel and other out-of-pocket expenses incurred in connection with providing the Services, provided that Advisor
furnishes receipts for such expenses in accordance with Company policy and obtains the prior written approval of the Company for
such expenses.


 


3. Independent Contractor.
The parties understand and agree that Advisor is an independent contractor and not an employee of the Company. Advisor has no authority
to obligate the Company by contract or otherwise. Advisor agrees not to hold himself or herself out as, or give any person any
reason to believe that he or she is, an employee, agent, joint venturer or partner of the Company. Advisor shall not be eligible
for any employee benefits, nor shall the Company make deductions from Advisor’s fees for taxes (except as otherwise required
by applicable law or regulation). Any taxes imposed on Advisor due to activities performed hereunder shall be the sole responsibility
of Advisor.


 




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CONFIDENTIAL


 


4. Confidential Information.


 


(a) At all
times, both during the term of this Agreement and thereafter, Advisor shall hold in strictest confidence and shall not disclose,
lecture upon or publish any of the Company’s Confidential Information (defined below), except to the extent such disclosure,
use or publication is expressly authorized in writing by an officer of the Company. Advisor shall use such Confidential Information
only as may be required in direct connection with Advisor’s performing the requested Services for the Company.


 


(b) The term
“Confidential Information” shall mean trade secrets, confidential knowledge, data and any other proprietary
information that the Company owns, licenses or has obtained from third parties to whom the Company owes a duty of
confidentiality with respect to such information. By way of illustration but not limitation, “Confidential
Information” includes: (i) inventions, trade secrets, ideas, data, programs, works of authorship, know-how,
improvements, processes, discoveries, designs, techniques and other sensitive information the Company receives from its
customers or other third parties; (ii) technical information relating to the Company’s existing and future products,
including, where appropriate and without limitation, financial techniques and procedures, financial production, software,
firmware, information, patent disclosures, patent applications, development or experimental work, formulae, engineering or
test data, product specifications, structures, models, techniques, processes and apparatus relating to the same disclosed by
the Company to Advisor or obtained by Advisor through observation or examination of information or developments; (iii)
confidential marketing information (including without limitation marketing strategies, customer names and requirements and
products and services, prices, margins and costs); (iv) confidential future product plans; (v) confidential financial
information provided to Advisor by the Company; (vi) personnel information (including without limitation employee
compensation); and (vii) other confidential business information of the Company or any third party. Notwithstanding the
foregoing, nothing received by Advisor shall be considered to be Confidential Information if (x) it has been published or is
otherwise readily available to the public other than by a breach of this Agreement, (y) it has been rightfully received by
Advisor from a third party without any confidentiality limitations, or (z) it was known by the Advisor, as evidenced by his
or her records, prior to its disclosure by the Company.


 


5. Intellectual Property Rights.


 


(a) Advisor
agrees that any and all inventions, trade secrets, ideas, data, programs, works of authorship, know-how, improvements, processes,
discoveries, designs, techniques, and related information (collectively, “Inventions”), whether or not patentable or
copyrightable, that the Advisor conceives or perfects: (1) as part of performing Services for the Company under this Agreement
or (2) using the Company’s Confidential Information (collectively, the “Company Work Product”) shall be the sole
and exclusive property of the Company. Advisor hereby assigns and agrees to assign to the Company his or her entire right, title
and interest, including all intellectual-property rights, in and to such Company Work Product.


 


(b) Advisor agrees to
execute, when requested, any documents deemed reasonably necessary by the Company to carry out the purposes of this
Agreement. Advisor further agrees to assist the Company in every proper way to obtain, and from time to time enforce, United
States and foreign patent and other intellectual property rights relating to Company Work Product including executing,
verifying and delivering such documents and performing such other acts as the Company may reasonably request from time to
time in applying for, obtaining, perfecting, sustaining, defending, and enforcing such rights and the assignment thereof.
Advisor’s obligation to assist the Company as described herein shall continue beyond the termination of this Agreement,
provided that the Company shall compensate Advisor at a reasonable rate after termination of this Agreement for time Advisor
actually spends performing the obligations described herein.


 






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CONFIDENTIAL


 


(c) If the
Company is unable, after reasonable effort, to secure Advisor’s signature on any document needed to apply for, obtain, perfect,
sustain, defend, or enforce any patents or other intellectual property rights relating to Company Work Product, Advisor hereby
designates and appoints the Company and its duly authorized officers and agents as his or her agent and attorney in fact, with
full power of substitution, to execute, verify and file applications and to do all other lawfully permitted acts necessary to apply
for, obtain, perfect, sustain, defend, or enforce such rights with the same legal force and effect as if executed by Advisor. Such
power of attorney shall be deemed coupled with an interest.


 


(d) Advisor
agrees to submit to the Company any proposed publication that contains any discussion relating to the Company, Confidential Information,
Inventions, Company Work Product or work performed by Advisor for the Company hereunder. Advisor further agrees that no such publication
shall be made without the prior written consent of the Company.


 


6. Non-Solicitation. Advisor
agrees that, during the term of this Agreement and for a period of one year thereafter, Advisor shall not directly or indirectly
solicit, induce, recruit or encourage any of the Company’s employees or Advisors to leave their employment or service with
the Company.


 


7. Additional Activities/No
Conflicting Obligations.


 


(a) Advisor
hereby represents and warrants that Advisor is not currently subject to, and shall not during the term of this Agreement become
subject to, any agreement or obligation inconsistent with the terms of this Agreement or the performance of Services hereunder
or that would give rise to any obligation to grant any rights or interests whatsoever in the Company Work Product to any third
party.


 


(b) Advisor
hereby represents and warrants that Advisor is not currently engaged in, and shall not during the term of this Agreement become
engaged in, any business activity that involves the development, production, marketing or selling of products, processes or techniques,
or the use of technologies, that are substantially similar to, or competitive with, products, processes, techniques or technologies
of the Company.


 


8. Term; Termination.


 


(a) Term.
Subject to the provisions for termination provided in Section 8(b) hereof, the term of this Agreement shall commence on the Effective
Date and shall continue until April 6, 2021.


 


(b) Termination.
Advisor or the Company may terminate this Agreement at any time by giving thirty (30) days prior written notice to the other party.
The obligations set forth in Sections 4, 5, 6, 8 and 9 shall survive any termination or expiration of this Agreement. Upon termination
of this Agreement, Advisor shall promptly deliver to the Company all documents and other materials of any nature pertaining to
the Services, together with all documents and other items containing or pertaining to any Confidential Information and Company
Work Product.


 






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CONFIDENTIAL


 


9. Lock-Up Agreement for New
Securities.  The Advisor hereby agrees that it will not, without the prior written consent of the Company, during the
period commencing on the date of this Agreement and ending on the one year anniversary of the final prospectus relating to the
next registration by the Company for its own behalf or on behalf of others of shares of its Common Stock or any other equity securities
under the Securities Act on a registration statement on Form S-1, (i) lend; offer; pledge; sell; contract to sell; sell any option
or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise
transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or
exchangeable (directly or indirectly) for common stock (whether such shares or any such securities are then owned by the Advisor
or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above
is to be settled by delivery of common stock or other securities, in cash, or otherwise.  The Advisor further agrees to execute
such agreements as may be reasonably requested by the Company that are consistent with this Section or that are necessary to give
further effect thereto.


 


10. General Provisions.


 


(a) The rights
and obligations of the parties hereto shall bind and inure to the benefit of their respective successors, heirs, executors, administrators
and permitted assigns. Because the Company has specifically contracted for Advisor’s Services, Advisor may not assign or
delegate Advisor’s obligations under this Agreement either in whole or in part without the prior written consent of the Company.
The Company may assign its rights and obligations hereunder to any person or entity that succeeds to all or substantially all of
the Company’s business.


 


(b) Because
Advisor’s Services are personal and unique and because Advisor may have access to and become acquainted with the Confidential
Information of the Company, the Company shall have the right to enforce this Agreement and any of its provisions by injunction,
specific performance or other equitable relief without prejudice to any other rights and remedies that the Company may have for
a breach of this Agreement and without the requirement to post a bond or other security.


 


(c) This Agreement
shall be governed by and construed according to the laws of the State of New York, including with respect to any statute of limitations
and without regards to conflicts of laws rules. The parties consent to the jurisdiction of all federal and state courts in New
York, and agree that venue shall lie exclusively in New York County, New York. If any provision of this Agreement is found by a
court of competent jurisdiction to be unenforceable, that provision shall be severed and the remainder of this Agreement shall
continue in full force and effect.


 


(d) This Agreement
and the Exhibit hereto, constitute the final, exclusive and complete understanding and agreement of the parties and supersedes
all prior understandings and agreements. Any waiver, modification or amendment of any provision of this Agreement shall be effective
only if in writing and signed by the parties.


 






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CONFIDENTIAL


 


(e) Any notices
required or permitted hereunder shall be given to the appropriate Party as follows:


 


		·	To Company: Attention Eric Weisblum , 560 Sylvan Avenue,
Engelwood Cliffs, NJ 07632.



 


		·	To Advisor: Bradley Woods & Co. Ltd. Attention: Dan
Ripp, 805 Third Avenue, New York, NY 10017.



 


		·	Such other address as the Party shall specify in writing
pursuant to this notice provision.



 


Such notice shall be deemed given
upon personal delivery to the appropriate address, upon delivery by facsimile or electronic mail (with delivery confirmation),
or three (3) days after the date of mailing if sent by certified or registered mail.


 


(f) This Agreement
may be executed in one or more counterparts each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


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


 


	UPPERCUT BRANDS, INC.	 	ADVISOR




 


	By:	 	 	By:	 
	Name:	 	 	Name:	 
	Title:	 	 	Title:	 




 




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CONFIDENTIAL


 


EXHIBIT A


To Advisory Agreement


 


Description of Advisory Services:


 


		·	Advisor shall, at the request of the Company, upon reasonable
notice, promptly render advice to the Company in connection with (i) the acquisition and/or merger of or with other companies,
any divestiture or any other similar transaction, or the sale of the Company itself (or any significant percentage, assets, subsidiaries
or affiliates thereof), and (ii) bank financings or any other financing from financial institutions or otherwise (including, but
not limited to, lines of credit, performance bonds, letters of credit or loans)



 


Compensation:


 


		·	Subject to and upon the approval of the Company’s
Board of Directors, the Company shall issue to Advisor a one-time stock award of ____________ shares of the Company that vest
immediately, which shares are valued at a price of $0.01 per share.



 


 


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