Exhibit 10.5


 


 


 





 


Consulting Agreement


 


1.      Parties


 


This Consulting Agreement (“Agreement”)
is between Nuvilex, Inc. (“Nuvilex”) and Richard M. Goldfarb (“Consultant”) dated as of September
29, 2014.


 


		2.	Term of this Agreement



 


The term of this Agreement (“Term”)
shall commence on October 1, 2014 (“Effective Date”) and shall expire on September 30, 2015. This Agreement
may be terminated by Nuvilex, without cause and at the sole discretion of Nuvilex, by giving Consultant 30 days’ notice prior
to the effective date of the termination.


 


		3.	Services to be Performed by Consultant



 


Consultant shall be available and agrees, at
the request of the Chief Executive Officer of Nuvilex, to perform consulting services of the following general description as an
independent contractor to the Company during the Term: (i) assisting in the development of materials and slide presentations for
meetings with investors and/or investment bankers; (ii) attending meetings with investors and/or investment bankers; (iii) reviewing
and contributing to items to be included in the Nuvilex website; (iv) contributing to the overall development of Nuvilex’s
efforts in the cancer and diabetes areas; (v) attending scientific meetings that concern Nuvilex’s development efforts; (vi)
participating in and contributing to all of the meetings of the Board of Directors of Nuvilex; and (vii) such other
duties as the Chief Executive Officer of Nuvilex shall assign to Consultant from time to time (collectively, “Services”).


 


		4.	Compensation



 


Nuvilex
will grant Consultant an option to purchase up to 5,000,000 shares of the Company’s
common stock, par value $0.0001 per share (“Share”), subject to the terms and conditions of a Stock Option Agreement.
The purchase price per Share is $0.19. 


 


		5.	State and Federal Taxes



 


Consultant shall assume full responsibility for
the payment of any taxes (or any other obligations or payments) that may be claimed as owed by any unit of government as a result
of remuneration paid to Consultant for the performance of the Services.


 


		6.	Independent Contractor Status



 


The parties intend Consultant to act as an independent
contractor in performing the Services as, when, and if requested to do so by the Chief Executive Officer of Nuvilex. Consultant
shall use her own expertise and judgment in performing the Services, recognizing that Nuvilex is relying on Consultant to consult,
when appropriate, with employees and representatives of Nuvilex when appropriate to do so.




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		7.	Expenses



 


Consultant is responsible for all expenses required
for the performance of the Services, unless Consultant receives written consent from the Chief Executive Officer of Nuvilex to
be reimbursed for such expenses. Such consent may be in the form of an email from the Chief Executive Officer of Nuvilex.


 


		8.	Confidential Information



 


In order to assist Consultant in performing
the Services, Nuvilex may supply Consultant, from time to time, with confidential information concerning Nuvilex. Consultant shall
hold such information confidential and not disclose to others, either directly or indirectly, any and all such confidential information,
propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products,
services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial
data and other business information, which may be learned by Nuvilex or any of its subsidiaries and affiliated companies (collectively,
“Nuvilex Group”) before and during the Term (collectively, “Confidential Information”), unless
such information has been furnished directly to Consultant by the Nuvilex Group and Consultant is advised in writing by Nuvilex
that such information is not Confidential Information. Consultant acknowledges that the terms and conditions of this Agreement
are deemed confidential by Nuvilex and agrees not to disclose any information regarding it to any third party, without the prior
written consent of Nuvilex. All documents containing Confidential Information shall be returned to Nuvilex, and no copies shall
be retained by Consultant upon the termination of this Agreement or expiration of the Term.


 


Notwithstanding the foregoing, such duty of
confidentiality does not extend to information: (i) which is or comes into the public domain; (ii) is rightfully obtained from
third parties under a duty of confidentiality; or (iii) which is independently developed without reference to the Confidential
Information. The duties of confidentiality imposed by this Agreement shall survive any termination of this Agreement or expiration
of the Term for a period of 3 years. All data and information developed by Consultant (including notes, summaries, and reports)
while performing the Services shall be kept strictly confidential and shall not be revealed to third parties without the prior
written consent of Nuvilex. All such data and information shall be owned by Nuvilex and shall be delivered to Nuvilex by Consultant
at the request of Nuvilex.


 


		9.	Insider Trading Policy



 


Consultant shall sign and adhere strictly to
the Insider Trading Policy of Nuvilex, a copy of which is being provided to Consultant concurrently with this Agreement being provided
to Consultant to sign and return to Nuvilex.


 


		10.	Other Clients of Consultant



 


Nuvilex understands that, in addition to providing
the Services to Nuvilex, Consultant may be retained, directly or indirectly, by other individuals or entities to provide services
separate and apart from the Services being provided to Nuvilex. Consultant shall be responsible for following appropriate procedures
to avoid any breach of the provisions of Section 8 of this Agreement or any conflicts of interest on the part of Consultant which
relate to the performance of the Services Consultant is providing to Nuvilex. Any individual or entity seeking to retain Consultant
to provide consulting services must be screened in advance for a conflict of interest with Nuvilex. If a conflict of interest exists
or appears to exist, Consultant shall not perform any services for such third party, unless and until the conflict is resolved
to the satisfaction of Nuvilex. Consultant shall not discuss with his other clients the Services being performed pursuant to this
Agreement; likewise, Consultant shall not discuss with personnel of Nuvilex issues pertaining to Consultant's work for his other
clients.




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		11.	Non-Competition



 


Consultant acknowledges that,
during the period of his employment with Nuvilex, he has come into contact with and has been privy to confidential, proprietary
and trade secret information of Nuvilex. As a result, and subject only to the rights and obligation set forth in this Agreement,
Consultant shall not, directly or indirectly, including without limitation, as an agent, consultant, employee, independent contractor,
manager, partner, principal shareholder or proprietor in any jurisdiction in which Nuvilex has engaged in business activity or
plans to be so engaged and which is currently known to Consultant for 2 years from the Effective Date. In the event any such territorial
or time limitation is deemed to be unreasonable by a court of competent jurisdiction, Consultant agrees to the reduction of the
territorial or time limitation to the area or period which such court deems reasonable.


 


		12.	Inventions and Patents



 


Consultant acknowledges that
all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related
information (whether or not patentable) which relate to Nuvilex or any of its affiliates’ actual or anticipated business,
research and development or existing or future products or services and which are conceived, developed or made by Consultant while
employed by Nuvilex or while performing consulting services to Nuvilex belong to Nuvilex.


 


		13.	Termination for Cause



 


Nuvilex shall have the right at any time to terminate
this Agreement for “Cause” in any of the following events:


 


(a) Consultant commits any material breach of any provision
of this Agreement and, in the case of a breach capable of remedy, fails to remedy such breach within 30 days after Consultant’s
receipt of a Notice (defined below) from Nuvilex setting forth the full particulars of the breach and requiring it to be remedied;
or


 


(b)Consultant refuses or neglects to comply with any lawful
orders or directions given to him by Nuvilex.


 


		14.	Dispute Resolution



 


If a dispute arises relating to this Agreement
or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, claims of discrimination
or any other claims under any federal, state or local law or regulation now in existence or hereinafter enacted, and as amended
from time to time (“Dispute”), the parties shall attempt in good faith to settle the Dispute through mediation
conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally. Each
party shall cooperate fully and fairly with the mediator, and shall attempt to reach a mutually satisfactory compromise of the
Dispute. If the Dispute is not resolved within 30 days after it is referred to the mediator, it shall be resolved through final
and binding arbitration as specified in this Section 14.




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Binding
arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) sitting in
New York, New York, for resolution by a single arbitrator acceptable to both parties. If the parties fail to agree to an arbitrator
within 10 days of a written demand for arbitration being sent by one party to the other party, then JAMS shall select the
arbitrator according to the JAMS Rules for Commercial Arbitration. The arbitration shall be conducted in accordance
with the JAMS Rules for Commercial Arbitration. The award of such arbitrator shall be final and binding on the parties and may
be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing party shall
be entitled to recover its attorney’s fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing
party involved therein.


 


		15.	Governing Law



 


This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without resort to New York’s conflict-of-laws rules.


 


		16.	Assignment of the Agreement; Delegation of Responsibilities; Successors and Assignees



 


Consultant shall not assign any of his rights
under this Agreement or delegate any of his responsibilities, without the prior written consent of Company which may be exercised
in its sole discretion. This Agreement binds and benefits the heirs, successors and assignees of the parties to this Agreement,
subject to the prohibition on assignments contained in this Section 16.


 


		17.	Notices



 


All notices, requests and demands to or upon
a party to this Agreement (“Notice”), to be effective, shall be in writing and shall be sent: (i) certified
or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by
email and, unless otherwise expressly provided in this Agreement, and shall be deemed to have been validly served, given, delivered
and received: (x) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or
registered mail; (y) one business day after deposit with an overnight courier; or (z) in the case of email notice when sent. Notices
shall be addressed as follows:


 


Nuvilex, Inc.


12510 Prosperity Drive


Suite 310


Silver Spring, Maryland 20904-1643


Email: kwaggoner@nuvilex.com


Attention: Chief Executive Officer


 


Richard M. Goldfarb


9 Bayshore Drive


Newtown, Pennsylvania 18940


Email: Docgstable@aol.com


 




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		18.	Waiver



 


If one party waives any term or provision of
this Agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver
was given. If either party fails to exercise or delays exercising any of its or his rights or remedies under this Agreement, the
party retains the right to enforce that term or provision at a later time.


 


		19.	Severability



 


If any court determines that any provision of
this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make
any other provision of this Agreement invalid or unenforceable, and such provision shall be modified, amended or limited only to
the extent of necessary to render it valid and enforceable.


 


		20.	Counterparts



 


This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall
be deemed to be one and the same agreement.


 


		21.	Entire Agreement and Modification



 


This
Agreement contains the entire agreement and understanding concerning the subject matter hereof by the parties and supersedes and
replaces all prior negotiations, proposed agreements and agreements, whether written or oral, between the parties with respect
to the subject matter of this Agreement. This Agreement may be
amended or modified by a written instrument signed by both of the parties. 


 


Nuvilex, Inc.


 


 


By: /s/ Kenneth L. Waggoner


Printed Name: Kenneth L. Waggoner


Title: Chief Executive Officer


 


Consultant


 


 


By: /s/ Richard M. Goldfarb


Printed Name: Richard M. Goldfarb


 


 


 






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