Exhibit
10.1


 


 


 


100
Somerset Corporate Blvd 2nd Floor


Bridgewater
Township, New Jersey 08807


 


December
12, 2022


 


InMed
Pharmaceuticals Inc


Suite
310-815 W. Hastings Street


Vancouver,
B.C. Canada V6C 1B4


ATTN:
Mr. Eric A. Adams, Chief Executive Officer


 


In
order to document the understanding between as to the scope of the work that Brio Financial Group will perform, as well as certain other
matters, we are entering into this Agreement with InMed Pharmaceuticals Inc. (“you” or the “Company”). To avoid
any misunderstandings, this Agreement defines the services we will perform for you as well as your responsibilities.


 


SCOPE
OF WORK


 


Monthly/Quarterly
Services:


 


	●	CFO
Services - We will provide a team of professionals that will act in the capacity of an interim CFO, and Bookkeepers.



 


	●	Bookkeeping
- We will provide the Company with bookkeeping services utilizing the Company’s accounting system. If we become aware of any adjustments
that may be appropriate, we will itemize these adjustments, provide supporting documentation and present the adjustments for management
approval.



 


	●	Monthly
reporting - We will prepare monthly basic financial statements consisting of a balance sheet, income statement and statement of cash
flows prepared in accordance with Generally Accepted Accounting Principles (GAAP) as applied by the Company.



 


	●	Budget
- We will assist the Company in developing a detailed monthly budget and providing actual to budget analysis on a monthly basis.



 


	●	If
required, we will assist you in the accounting of complex financial instruments and other complex accounting transactions, such as the
valuation, recognition, reporting and disclosure of all equity transactions and complex financial instruments. We will prepare and document
our analysis.



 


	●	We
will assist you in reviewing your quarterly and annual financial statements, including the accompanying notes, in accordance with Generally
Accepted Accounting Principles as applied in the United States (“US GAAP”) and pursuant to the rules and regulations of the
United States Securities and Exchange Commission (“SEC”) for financial information. Our engagement does not include any audit
or review services in relation to the Company’s financial statements.



 


	●	We
will review your general ledger trial balance on a monthly basis and, if we become aware of any adjustments that may be appropriate,
we will itemize these adjustments, provide supporting documentation and present the adjustments for management approval. We review your
internal stock ledger and internal stock purchase warrants and stock option ledgers, utilized for accounting valuation and disclosure
purposes.



 






     


     


    

 


	●	We
review the Management Discussion and Analysis of Financial Condition and Results of Operations (MD&A) portion of any quarterly and
annual reports of the Company. You further acknowledge that we do not render legal advice.



 


	●	We
will assist management and the finance team in establishing adequate policies and procedures to mitigate the material weaknesses and
significant deficiencies previously disclosed by the independent public accounting firm.



 


	●	At
your request we will be available for conference calls with management and your Board of Directors or the Audit Committee of your Board
of Directors. We will prepare a board package containing supplemental financial information and key performance indicators for each meeting
of the Board of Directors.



 


	●	We
will provide an Interim Chief Financial Officer (“ICFO”) to the Company (Jonathan Tegge). The ICFO will act in this capacity
until the Company identifies a full time Chief Financial Officer. The Company will need to enter into a separate arrangement with the
ICFO, referencing the terms of this Agreement. The ICFO will require the Company to have sufficient Directors and Officers insurance
in place.



 


The
services to be furnished to the Company are not designed to guarantee the accuracy of the financial statements and cannot be relied upon
to detect fraud or errors, should any exist. However, should any fraud or errors come to our attention; we will report them to you, except
for any errors which are clearly inconsequential. In addition, during the course of our engagement, financial statement misstatements
may be identified, either through our work or through communication by your employees to us, and we will bring these misstatements to
your attention. The Company is solely responsible for any misstatements, as well as any corrective adjustments, although we may propose
adjustments.


 


Notwithstanding
any provision of this Agreement to the contrary, we will not be responsible for detecting errors or evidence of fraud or illegal acts
that may exist in your books, records, accounts, or operations (provided, however, that we will inform the appropriate level of management
of any evidence of fraud or possible illegal acts or errors that come to the attention of us, except for any errors which are clearly
inconsequential). We will have no responsibility to identify or communicate significant deficiencies or material weaknesses in the Company’s
internal control over financial reporting as part of its engagement under this Agreement. However, if we identify significant deficiencies
or material weaknesses, we will report them to management.


 


Pricing


 


We
will perform the services for a monthly fixed fee of $9,750, billed and payable in arrears on the Fifteenth of every month,
commencing December 15, 2022. The Company will also be billed for travel and other out-of-pocket costs, such as report production,
postage, etc.


 


Additional
work not expressly provided for in this Agreement, such as work for due diligence reviews for potential acquisitions, current reports
on Form 8-K, analysis for additional debt and equity raises, and additional travel for attendance in person at Board of Director or other
meetings are not included in the above estimate. Services such as these will be billed at our standard hourly rates ($110/hour for staff
accountant, $250/hour for Director level, and $325/hour for Managing Member) unless an additional engagement letter and pricing scheme
is in place. Please note that if there is a significant change in the company’s business or number of transaction, the fixed monthly
rate will need to be re-negotiated and a new agreement will need to be put into place prior to additional work being performed by Brio
Financial Group.


 


In
accordance with our usual procedures, we will present invoices on a monthly basis with payments due by end of month. We reserve the right
to suspend services whenever an invoice remains unpaid for more than 45 days.


 






    2


     


    

 




E-mail Communication


 


In
connection with this engagement, we may communicate with you or others via e-mail transmission. As e-mails can be intercepted and read,
disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they
are directed and only to such parties, we cannot guarantee or warrant that e-mails from us will be properly delivered and read only by
the addressee. Therefore, we specifically disclaim any liability or responsibility whatsoever for interception or unintentional disclosure
or communication of e-mail transmissions, or for the unauthorized use or failed delivery of e-mails transmitted by us in connection with
the performance of this engagement. In that regard, you agree that we shall have no liability for any loss or damage to any person or
entity resulting from the use of e-mail transmissions, including any consequential, incidental, direct, indirect, or special damages,
such as loss of revenues or anticipated profits, or disclosure or communication of confidential or proprietary information.


 


Compelled
Disclosure


 


In
the event that we or any of its affiliates, or any of its or their members, managers, partners, directors, officers and employees are
requested or become legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative
demand or similar process) to disclose any information regarding the Company or the services provided hereunder, the Company (to the
extent permitted) will be provided with prompt written notice thereof, so that the Company may seek a protective order or other appropriate
remedy at its own option and expense. The Company shall reimburse us for all costs and expenses, including attorneys’ fees, which
we and its affiliates, and its and their members, managers, partners, directors, officers and employees incur in connection with such
requested or compelled disclosure, whether or not any such protective order or other remedy is sought or obtained.


 


Indemnification


 


The
Company shall defend, indemnify, and hold us and its affiliates, and its and their members, managers, partners, directors, officers and
employees, harmless from and against all claims asserted by a third party (or parties) and related damages, losses, or expenses, including,
but not limited, to attorneys’ fees arising out of or resulting from any and all acts or omissions of the Company or its affiliates,
including, but not limited to acts or omissions in the maintenance of the Company’s books, records, and accounts, in the preparation
or use of the Company’s financial statements, in the timely filing of reports, statements, and other documents with the U.S. Securities
and Exchange Commission, and in the design and maintenance of disclosure controls and procedures and internal control over financial
reporting.


 


Limitation
on Liability


 


Our
maximum liability hereunder for any reason shall be limited to the aggregate amount of the fees paid by the Company to us for the
twelve months immediately preceding the date of the applicable claim, except to the extent that it is finally determined that the
Company has incurred actual direct damages that have resulted from the gross negligence or willful misconduct of us, in which case
our maximum liability hereunder shall be limited to such actual direct damages. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSS OR DAMAGE RELATING TO THIS AGREEMENT. This limitation on
liability provision shall apply to the fullest extent of the law, whether any claims are based in contract, statute, tort, or
otherwise.


 


Waiver


 


The
failure of any party to this Agreement at any time to require the performance of any provision of this Agreement shall in no manner affect
the right to enforce the same, and no waiver by any party to this Agreement of any provision of this Agreement (whether by conduct or
otherwise) shall be deemed or construed as a further or continuing waiver of such provision or any other provision of this Agreement.


 






    3


     


    

 


Third-Party
Rights


 


No
provision of this Agreement shall in any way inure to the benefit of any third person (including the public at large) so as to make any
such person a third-party beneficiary of this Agreement or of any one or more of the terms hereof, or otherwise give rise to any cause
of action in any person not a party hereto.


 


Severability


 


If
any provision of this Agreement, as applied to any party or to any circumstances, shall be found by a court of competent jurisdiction
to be void, invalid, or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of any
such provision in any other circumstances, or the validity or enforceability of this Agreement.


 


Entire
Agreement


 


This
Agreement contains the entire understanding of the parties hereto relating to the subject matter of this Agreement and supersedes all
prior and collateral agreements, understandings, statements, and negotiations of the parties.


 


Governing
Law


 


This
Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to any laws that might
otherwise govern under applicable principles of conflicts of laws.


 


Dispute
Resolution


 


If
any dispute arises among the parties, they agree to try first in good faith to settle the dispute by mediation administered by the American
Arbitration Association (AAA) under its Commercial Mediation Rules. All unresolved disputes shall then be decided by final and binding
arbitration in accordance with the Commercial Arbitration Rules of the AAA. In agreeing to arbitration, we both acknowledge that in the
event of a dispute over fees, each of us is giving up the right to have the dispute decided in a court of law before a judge or jury
and instead we are accepting the use of arbitration for resolution. In any litigation, arbitration, or other proceeding by which
one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any
rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorney fees, and costs and expenses
incurred.


 


Term


 


This
Agreement will commence on the date hereof and will continue in effect until December 31, 2023. It is understood that either party may
terminate this Agreement at any time, for any reason, within 10 days of written notice to the other party. It is understood that any
unpaid services that are outstanding at the date of termination are to be paid in full within 10 days from the date of termination. Any
and all financial and other information in Brio Financial’s possession at the time of termination must be turned over to the Company,
including but not limited to quarterly and annual financial statements, accompanying footnotes, ledgers, workpapers, MD&A, proposed
adjustments with supporting documentation, any other work product prepared by Brio Financial on behalf of the Company.


 


We
would like to take this opportunity to express our appreciation for the opportunity to offer our services to your organization.


 


Very
truly yours,


Brio
Financial Group


 


Acceptance:


 


This
letter correctly sets forth the understanding of InMed Pharmaceuticals Inc.


 


 





	Mr. Eric A. Adams, Chief Executive Officer	 
	 	 
	 	 
	Date	 


 


 


4