EXHIBIT 10.9



 


MANAGEMENT CONSULTING AGREEMENT


 





This
Management Consulting Agreement (this “Agreement”) is entered into as of September 19,
2014 with an effective date of September 19, 2014 (the “Effective Date”), by and between
Bone Biologics, Corp., a Delaware corporation (the “Company”),
and the Musculoskeletal Transplant Foundation, Inc. (“Consultant”).


 


1. Scope
of Services.


 


1.1 Services.
Consultant agrees to provide the services of Michael Schuler (“Schuler”) to serve as the Company’s
Interim Chief Executive Officer (“CEO”) reporting directly to the Company’s Board of Directors
(the “Board”). To the extent determined by mutual agreement of the Company, Consultant, and Schuler,
Schuler will provide services to the Company as listed on Exhibit A attached hereto (the “Services”).
Such services, as outlined in Exhibit A, are subject to change as mutually agreed to between the Parties. The manner and means
by which Schuler chooses to provide the Services under this Agreement are in Schuler’s sole discretion and control, subject
to direction from Consultant. Schuler agrees to exercise the highest degree of professionalism in providing the Services under
this Agreement. Consultant agrees to use its reasonable commercial efforts to perform the Services such that the results are satisfactory
to the Company. Consultant may not subcontract or otherwise delegate its obligations under this Agreement without the Company’s
prior written consent.


 


2. Fees;
Expenses. In consideration for the Services to be provided hereunder, the Company shall provide to Consultant the fees
set forth under Exhibit B attached hereto. As a condition to receipt of reimbursement, Consultant shall be required
to submit to the Company reasonable evidence that the amount involved was expended and related to the Services provided under
this Agreement.


 


3. Directors
& Officers Insurance Coverage. Company shall provide proof of Directors & Officers insurance coverage from
a responsible company. Company shall name Consultant and Schuler as an additional insureds on said policy to the extent they
provide Services to Company, and shall provide Consultant and Shuler with an insurance certificate indicating the same.


 


4. Independent
Contractor Relationship. Consultant, and any of Consultant’s employees, including Schuler’s,
relationship with the Company will be that of an independent contractor and nothing in this Agreement should be construed to
create a partnership, joint venture, or employer-employee relationship. As part of the Services, Schuler may be engaged to
act on behalf of the Company in negotiations with investors, vendors, and other interested parties. In the event that Schuler
participates in these negotiations, the representations made and the positions advanced will be those of the Company and, not
Consultant. Consultant shall not be authorized to incur on behalf of the Company any potential liability in excess of $50,000
without the prior consent of the Board, which consent shall be evidenced in writing. Because Consultant and any of
Consultant’s employees, including Schuler, are independent contractors, the Company will not withhold or make payments
for social security; make unemployment insurance or disability insurance contributions; or obtain worker’s compensation
insurance on Consultant’s behalf. Consultant agrees to accept exclusive liability for complying with all applicable
state and federal laws, including obligations such as payment of taxes, social security, disability and other contributions
based on fees paid to Consultant, its agents or employees under this Agreement. Consultant further agrees to make all
necessary withholdings or payments for social security, make unemployment insurance and/or disability insurance
contributions, and provide worker’s compensation insurance for Schuler during the term of the Agreement.


 


 5. Confidential Information.




 


5.1 Confidential
Information. Consultant agrees during the term of this Agreement and thereafter that it will (and will cause all of its agents,
principals and employees to) take all steps reasonably necessary to hold the Company’s Confidential Information (as defined
below) in trust and confidence, and not use the Confidential Information in any manner or for any purpose not expressly set forth
in this Agreement, and not disclose any such Confidential Information to any third party without first obtaining the Company’s
express written consent on a case-by-case basis. “Confidential Information” means any information disclosed
by the Company to Consultant, or created by or on behalf of Consultant during the course of providing the Services hereunder,
and includes, without limitation, any: (a) trade secrets, inventions, antibodies and other biological materials, cell lines, samples
of assay components, mask works, ideas, processes, procedures, formulations, formulas, source and object codes, data, programs,
other works of authorship, know-how, improvements, discoveries, developments, designs and techniques; (b) information regarding
plans for research, developmental or experimental work, new products, clinical data, test data, marketing and selling, business
plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and (c) information
regarding the skills and compensation of the employees and other services providers of the Company. Notwithstanding the other
provisions of this Agreement, nothing received by Consultant will be considered to be Confidential Information if (1) it
has been previously published or is otherwise readily available to the public other than by a breach of any obligation of confidentiality
or (2) it has been rightfully received by Consultant from a third party without any obligation of confidentiality.


 




    	 



    	 



    



 


5.2 Third
Party Information. Consultant understands that the Company has received and will in the future receive from third parties
confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s
part to maintain the confidentiality of such information and use it only for certain limited purposes. Consultant agrees to hold
Third Party Information in confidence and not to disclose to anyone (other than Company personnel) or to use, except in connection
with performing the Services, Third Party Information unless expressly authorized in writing by an officer of the Company.


 


5.3 No
Conflict of Interest. Consultant agrees and represents that it is not aware of any conflicts of interests or additional relationships
that would preclude Schuler from performing the Services. Consultant and Schuler will provide written notice to the Company if
any conflicts of interest arise. The Company will determine in its sole discretion if a conflict of interest arises.


 


5.4 Confidential
Information of Others. Consultant represents and warrants that, as of the Effective Date, Consultant’s act of entering
into this Agreement, acquiring any equity or other interest in the Company (if any), and providing the Services to the Company
do not violate any outstanding agreement or obligation, of Consultant’s. Consultant further agrees that it will not perform
any Services for the Company which would conflict with any agreement or obligation of Consultant or which would cause or result
in any other person or entity having any ownership interest in any intellectual property of the Company, and will promptly notify
the Company in writing in the event that any proposed Services may conflict with any such agreement or obligation, or result in
such person or entity having any ownership interest. If the Company determines, in its sole discretion, that any of the foregoing
has occurred or is likely to occur, the Company may terminate this Agreement immediately upon written notice.


 


 6. Work Product and Intellectual Property Rights.




 


6.1 Disclosure
of Work Product. As used in this Agreement, the term “Work Product” means any trade secrets, ideas,
inventions (whether patentable or unpatentable), antibodies and other biological materials, cell lines, samples of assay components,
mask works, processes, procedures, formulations, formulas, software source and object codes, data, programs, other works of authorship,
know-how, improvements, discoveries, developments, designs and techniques, trademarks, manufacturing techniques, or other copyrightable
or patentable works. Consultant agrees to disclose promptly in writing to the Company, or any person designated by the Company,
all Work Product which is solely or jointly conceived, made, reduced to practice, or learned by Consultant in the course of any
work performed for the Company (“Company Work Product”).


 


6.2 Assignment
of Company Work Product. Consultant irrevocably assigns to the Company all right, title and interest worldwide in and to
the Company Work Product and all applicable intellectual property rights related to the Company Work Product, including
without limitation, copyrights, trademarks, trade secrets, patents, moral rights, contract and licensing rights (the “Proprietary
Rights”). If Consultant has any rights to the Company Work Product that cannot be assigned to the Company,
Consultant unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any
kind against the Company with respect to such rights, and agrees, at the Company’s request and expense, to consent to
and join in any action to enforce such rights. If Consultant has any right to the Company Work Product that cannot be
assigned to the Company or waived by Consultant, Consultant unconditionally and irrevocably grants to the Company during the
term of such rights, an exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to
sublicense through multiple levels of sublicensees, to reproduce, create derivative works of, distribute, publicly perform
and publicly display by all means now known or later developed, such rights.


 




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6.3 Enforcement
of Proprietary Rights. Consultant will assist the Company in every proper way to obtain, and from time to time enforce, United
States and foreign Proprietary Rights relating to Company Work Product in any and all countries. To that end Consultant will execute,
verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably
request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment
thereof. In addition, Consultant will execute, verify and deliver assignments of such Proprietary Rights to the Company or its
designee. Consultant’s obligation to assist the Company with respect to Proprietary Rights relating to such Company Work
Product in any and all countries shall continue beyond the termination of this Agreement, but the Company shall compensate Consultant
at a reasonable rate after such termination for the time actually spent by Consultant at the Company’s request on such assistance.
In the event the Company is unable for any reason, after reasonable effort, to secure Consultant’s signature on any document
needed in connection with the actions specified above, Consultant hereby irrevocably designates and appoints the Company and its
duly authorized officers and agents as its agent and attorney in fact, which appointment is coupled with an interest, to act for
and in its behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes
of the preceding paragraph with the same legal force and effect as if executed by Consultant.


 


7. Consultant
Representations and Warranties. Consultant hereby represents and warrants that (a) no portion of the Services nor any
element thereof will infringe the Proprietary Rights of any third party; (b) Consultant will, and will cause its employees and
agents (including but not limited to Schuler) to comply with all applicable laws and regulations in connection with the performance
of the Services and its other obligations hereunder; and (c) Consultant has full right and power to enter into and perform this
Agreement without the consent of any third party or breach of any third party obligation.


 


 8. Term and Termination




 


8.1 Term. This
Agreement shall be effective as of the Effective Date and shall continue in effect until 6 months after effective date of
agreement unless terminated earlier as provided herein. Thereafter, this Agreement shall automatically renew for
successive three (3) month periods unless either party provides written notice to the other party at least 10 days in advance
of the renewal term of its decision not to renew the term. This Agreement is intended to be temporary in nature, and will
cease once the Company retains a permanent Chief Executive Officer.


 


8.2 Termination.
Either Party may terminate this Agreement in the event of the other party’s material breach of this Agreement, if such
breach is not cured within ten (10) days’ of written notice thereof from the non-breaching party. The Company may terminate
this Agreement (a) immediately without notice in the event of Consultant’s breach of (or as provided in) Sections 4 through
6 hereof; or (b) for its convenience if the Company finds a replacement Chief Executive Officer, upon at least ten (10) days’
prior written notice to Consultant. Consultant may terminate this Agreement for its convenience upon at least thirty (30) days’
prior written notice to the Company.


 


8.3 Return
of Company Property; Noninterference. Upon termination of the Agreement or earlier as requested by the Company,
Consultant will deliver to the Company any and all drawings, notes, memoranda, specifications, devices, formulas, and
documents, together with all copies thereof, and any other material containing or disclosing any Company Work Product, Third
Party Information or Confidential Information of the Company. Consultant further agrees that any property situated on the
Company’s premises and owned by the Company, including disks and other storage media, filing cabinets or other work
areas, is subject to inspection by the Company personnel at any time with or without notice. During the term, and for a
period of two (2) years immediately following the termination, of this Agreement, Consultant agrees not to solicit or induce
any employee or other service provider of the Company to terminate or breach an employment, contractual or other relationship
with the Company.


 


8.4  Survival.
Sections 2 and 4 through 8 shall survive any termination or expiration of this Agreement.


 


 9. General Provisions.




 


9.1 Severability.
In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this
Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained
herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively
broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be
enforceable to the extent compatible with the applicable law as it shall then appear.


 




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9.2 Governing
Law. This Agreement will be governed and construed in accordance with the laws of the State of California, without reference
to its conflicts of laws principles. Each party hereby expressly consents to the personal jurisdiction of the state and federal
courts located in Los Angeles County, California, with respect to any dispute arising out of or relating to this Agreement or
the subject matter hereof.


 


9.3 No
Assignment. This Agreement may not be assigned by Consultant without the Company’s consent, and any such attempted assignment
shall be void and of no effect. The Company may assign this Agreement to any affiliate, successor or acquiror, whether by operation
of law or otherwise.


 


9.4 Notices.
All notices, requests and other communications under this Agreement must be in writing, and must be sent by registered or
certified mail, postage prepaid and return receipt requested, overnight delivery, or facsimile.


 


9.5 Injunctive
Relief. A breach of any of the promises or agreements contained in this Agreement may result in irreparable and continuing
damage to the Company for which there may be no adequate remedy at law, and the Company is therefore entitled to seek injunctive
relief as well as such other and further relief as may be appropriate.


 


9.6 Waiver.
No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver
by the Company of any right under this Agreement shall be construed as a waiver of any other right. The Company shall not be required
to give notice to enforce strict adherence to all terms of this Agreement.


 


9.7 Entire
Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter
hereof and supersedes and merges all prior discussions between the Company and Consultant. No modification of or amendment to
this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party
to be charged.


 


[Remainder
of Page Intentionally Left Blank; Signature Page Follows]


 




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In
Witness Whereof, the parties have caused this Agreement to be executed by their duly authorized representative.


 


	Company:	 
	 	 
	Bone Biologics, Corp.	 
	 	 	 
	By:	/s/
    Bruce Stroever	 
	Name:	Bruce Stroever	 
	Title:	Chairman of the Board of Directors	 
	Address:	175 May Street	 
	 	Suite #400	 
	 	Edison, NJ 08837	 
	 	 	 
	Consultant:	 
	 	 
	The Musculoskeletal Transplant Foundation, Inc.	 
	 	 	 
	By:	/s/
    Bruce Stroever	 
	Name:	Bruce Stroever	 
	Title:	President and Chief Executive Officer	 
	Address:  	125 May Street 	 
	 	Edison, NJ 08837	 


 


[Signature Page to Consulting Agreement]







    	 



    	 



    


 


Exhibit
A


 


DESCRIPTION OF SERVICES


 


The Services shall include the following (without
limitation): those services customarily associated with a company’s most senior executive officer and those services otherwise
assigned to Consultant by the Board. Schuler will continue to be an employee of Consultant, and will divide his efforts between
Consultant and the Company consistent with industry best practices and his personal experience, consistent with direction from
his employer, Consultant. In no event will Schuler devote more than 50% of his time to the Company. Schuler will not provide Services
for the Company in excess of eight (8) hours in any given day, or forty (40) hours in any given week.


 




    	 



    	 



    


 


Exhibit
B


 


FEES


 


Assuming Consultant’s material compliance with the terms of
this Agreement, compensation for Consultant’s services to the Company shall be as described in this section.


 


Cash Fees:


 


Consultant shall be paid a retainer of $15,000/month. This amount
shall be pro-rated based on the actual amount of time Schuler provides Services to the Company pursuant to this Agreement. Cash
fees shall be paid within 30 days of receipt of invoice from Consultant.


 


Common Stock


 


Consultant shall receive warrants for 50,000 shares of the Company’s
$0.001 Common Stock upon completion of the first year of service pursuant to this Agreement. Consultant shall thereafter receive
$50,000 worth of Common Stock upon completion of each year of service as the Company’s Chief Executive Officer. Such issuances
of Common Stock shall be split into four installments, each valued at $12,500 and distributed quarterly on the date that the Company
files its Form 10-Q or Form 10-K, as applicable, with the SEC. The Common Stock will be valued at the average of the trading price
for shares of Common Stock over the 10 day period prior to the issuance.


 


Reimbursement for Reasonable Expenses


 


Consultant shall be reimbursed for reasonable expenses incurred
by Schuler in connection with the performance of Consultant’s Services. Such reasonable expenses will be billed by Consultant,
and include but are not limited to travel expenses for in-person meetings. Reasonable expenses shall be paid within 30 days of
receipt of invoice from Consultant.