Exhibit
10.5


 


Consulting
Commission


Agreement Holtmeyer


 


This
Consulting Commission Agreement (the
“Agreement”) is made
and entered into
to be
effective as
of 1st day of April 2020,
(the “Effective Date”)
between Can B Corp. a FL Corporation
located at 960 S. Broadway, Suite
120, Hicksville,
NY I1801
(“Company”
or “CANB
“)
and Andrew Holtmeyer, an individual (“Consultant”)
and collectively referred to as the Parties
(“ Parties”) and supersedes any an all prior agreements of any kind with the Parties.


 


WHEREAS:


 


	 	A.	The
    Consultant has
    the professional
    business expertise and experience
    to assist the Company in
    development of its
    hemp-based CBD and durable medical device sales strategy for the medical community
    in the Michigan and other state markets.
	 	B.	The
    Consultant is offering its
    services as a
    consultant to
    the Company; and
	 	C.	The
    Company desires
    to retain the Consultant
    as an independent
    consultant and to memorialize
    the Consultant’s work for
    the Company
    by entering into this written
    Agreement.
	 	D.	The
    Parties agree that this Agreement reflects the
    entire understanding and
    agreements
    between the parties hereto.


 


NOW,
THEREFORE, in consideration of the premises and promises, warranties and representations herein contained,
it is
agreed as follows:


 


	1.	DUTIES.
                                         The
                                         Company
                                         hereby
                                         engages the Consultant
                                         and
                                         the Consultant
                                         hereby
                                         accepts engagement as a consultant. It
                                         is
                                         understood and
                                         agreed,
                                         and
                                         it is
                                         the express intention
                                         of the
                                         parties to this Agreement, that the Consultant is an independent contractor, and not
                                         an
                                         employee or
                                         agent
                                         of
                                         the Company
                                         for any purpose whatsoever.
                                         Consultant
                                         shall perform
                                         all duties and obligations as described on
                                         Exhibit
                                         A hereto and agrees to be available at
                                         such times
                                         as may be scheduled
                                         by
                                         the Company.
                                         It
                                         is
                                         understood,
                                         however, that the Consultant will maintain Consultant’s
                                         own
                                         business in addition
                                         to
                                         providing services
                                         to
                                         the Company.
                                         The
                                         Consultant agrees to promptly perform all services required of the Consultant hereunder
                                         in an efficient, professional,
                                         trustworthy
                                         and businesslike manner.
                                         A
                                         description of the Consultant’s
                                         services
                                         are attached hereto as Exhibit
                                         A
                                         and incorporated by reference
                                         herein.
	 	 
	2.	CONSULTING
                                         SERVICES & COMPENSATION. The Consultant will be retained as
                                         a
                                         commissionable Consultant and independent contractor for the Company.
                                         For
                                         services
                                         rendered hereunder,
                                         the Consultant
                                         shall receive:



 


		●	A
                                         monthly commission equal to the lesser of:



	 	●	Ten
    percent of the net sales price of Products sold, for all Products sold at At
    the Company’s listed Price List, or
	 	●	One-
    third of the Net Profit generated on any sales of the Company’s products


 


Net
Sales is defined as the profit margin remaining after paying for COGS, freight, spoilage, returns, uncollectible invoices, and
samples.


Products
are defined as all products sold as a direct result of Consultant’s efforts for Sale within the Can B catalogue of
products, excepting all Duramed Inc. equipment.


 


	3.	CONFIDENTIALITY.
                                         All
                                         knowledge
                                         and
                                         information of a proprietary and confidential
                                         nature
                                         relating
                                         to
                                         the Company
                                         which
                                         the
                                         Consultant obtains
                                         during the Consulting
                                         period,
                                         from the Company or the
                                         Company’s
                                         employees,
                                         agents
                                         or Consultants shall
                                         be
                                         for all purposes regarded and treated as
                                         strictly
                                         confidential
                                         for
                                         so
                                         long
                                         as such information remains proprietary
                                         and
                                         confidential and shall be
                                         held in trust
                                         by
                                         the
                                         Consultant solely for the Company’s benefit
                                         and
                                         use and shall not
                                         be
                                         directly
                                         or
                                         indirectly
                                         disclosed by the Consultant
                                         to
                                         any
                                         person
                                         without the prior written
                                         consent
                                         of the Company,
                                         which consent
                                         may be withhold
                                         by
                                         the Company
                                         in its sole discretion.



 






    	 	1	 



    	 



    

 


	4.	INDEPENDENT
                                         CONTRACTOR STATUS. Neither
                                         party
                                         nor its
                                         agents or
                                         employees
                                         are
                                         the representatives of
                                         the
                                         other party for
                                         any purpose
                                         and
                                         neither
                                         party has the power
                                         or
                                         authority
                                         as agent, employee or any other capacity
                                         to
                                         represent,
                                         act
                                         for, bind
                                         or
                                         otherwise
                                         create or assume
                                         any obligation on behalf of
                                         the
                                         other party
                                         for
                                         any purpose
                                         whatsoever.
                                         Nothing express and/or
                                         implied
                                         in
                                         this
                                         Agreement
                                         to
                                         the contrary
                                         shall
                                         be
                                         construed to create
                                         any exclusive
                                         relationship,
                                         principal and agent, joint
                                         venture,
                                         partnership
                                         or any other
                                         fiduciary
                                         relationship of
                                         any kind and/or nature
                                         whatsoever between the parties hereto. The
                                         Consultant is
                                         and
                                         shall hereafter remain an independent
                                         contractor in cornection
                                         with Consultant’s relationship to the
                                         Company,
                                         and
                                         nothing contained
                                         in this
                                         Agreement
                                         shall render
                                         the Consultant
                                         an
                                         agent,
                                         servant, employee, contractor,
                                         partner, joint
                                         venture
                                         and/or other fiduciary with the Company
                                         for any
                                         purpose whatsoever.
                                         Neither the
                                         parties, nor any
                                         of
                                         their respective
                                         members,
                                         officers,
                                         directors,
                                         agents,
                                         servants,
                                         and/or contractors of the
                                         parties hereto,
                                         shall
                                         be construed
                                         to
                                         be the
                                         agent, servant, contractor, fiduciary
                                         and/or
                                         other representative
                                         of
                                         the
                                         other
                                         party hereto.
                                         Furthermore
                                         the Parties
                                         hereto fully intend to act and perform as
                                         independent
                                         contractors, and the provisions
                                         hereof
                                         are
                                         not intended to create
                                         any agency, partnership,
                                         joint venture, employment relationship and/or
                                         other fiduciary
                                         relationship
                                         of
                                         any
                                         kind and/or nature whatsoever
                                         between
                                         the
                                         parties
                                         hereto other
                                         than
                                         that of
                                         independent
                                         parties contracting with each other
                                         solely to carry out the provision
                                         of
                                         this
                                         Agreement for
                                         the
                                         express
                                         purposes recited herein.
                                         Further,
                                         Consultant
                                         understands that
                                         since
                                         the Consultant
                                         is not an
                                         employee of the Company, the
                                         Company
                                         will not
                                         withhold
                                         income taxes or
                                         pay any employee taxes
                                         on its
                                         behalf,
                                         nor
                                         will it receive
                                         any
                                         fringe benefits. The Consultant shall not
                                         have any
                                         authority to assume or create any obligations,
                                         express
                                         or implied, on behalf
                                         of
                                         the
                                         Company and
                                         shall have
                                         no
                                         authority to represent
                                         the Company
                                         as agent,
                                         employee
                                         or
                                         in any other
                                         capacity
                                         that as
                                         herein
                                         provided. The Consultant does
                                         hereby indemnify and hold harmless the Company
                                         from and
                                         against
                                         any and all
                                         claims,
                                         liabilities,
                                         demands, losses or
                                         expenses incurred
                                         by the Company
                                         if
                                         (I)
                                         the
                                         Consultant
                                         fails to pay any
                                         applicable
                                         income and/or employment
                                         taxes (including interest or
                                         penalties
                                         of whatever
                                         nature),
                                         in
                                         any amount,
                                         relating to the Consultant’s
                                         rendering of consulting services to the Company, including
                                         any reasonable attorney’s
                                         fees or
                                         costs
                                         to the
                                         prevailing
                                         party
                                         to
                                         enforce
                                         this indemnity or
                                         (2)
                                         Consultant takes
                                         any
                                         action
                                         or fails to t:ake any action in
                                         accordance
                                         with the companies reasonable instructions
                                         under
                                         and/or in connection with this
                                         Agreement. The
                                         Consultant
                                         shall
                                         be responsible for obtaining any
                                         required workers’
                                         compensation
                                         insurance
                                         coverage,
                                         if any, and
                                         agrees to indemnify,
                                         defend
                                         and
                                         hold
                                         the Company
                                         harmless
                                         of
                                         and from
                                         any
                                         and
                                         all
                                         claims
                                         arising out of
                                         any
                                         injury, disability or
                                         death
                                         of the
                                         Consultant unless
                                         due to
                                         the
                                         fault
                                         or
                                         negligence
                                         of
                                         Company.
	 	 
	5.	NOTHIRD-PARTY
                                         RIGHTS. The parties warrant
                                         and
                                         represent that they are authorized
                                         to
                                         enter into this Agreement and
                                         that
                                         no third parties,
                                         other
                                         than the parties hereto, have any interest
                                         in
                                         any of
                                         theservices
                                         or the
                                         Warrant contemplated hereby.
	 	 
	6.	ABSENCE
                                         OF WARRANTIES AND REPRESENTATION.S
                                         Each
                                         party
                                         hereto acknowledges
                                         that they have
                                         signed
                                         this
                                         Agreement without
                                         having relied
                                         upon or being induced by any agreement warranty or
                                         representation
                                         of
                                         fact or opinion of
                                         any person not expressly
                                         set forth herein.
                                         All
                                         representations and warranties of
                                         either party contained
                                         herein
                                         shall
                                         survive
                                         its signing
                                         and delivery.
	 	 
	7.	GOVERNING
                                         LAW. This
                                         Agreement shall be
                                         governed by and
                                         construed in
                                         accordance
                                         with
                                         the law of
                                         the
                                         State of
                                         California.



 






    	 	2	 



    	 



    

 


	8.	ATTORNEY’S
                                         FEES. In the event
                                         of any controversy, claim or
                                         dispute between the parties hereto,
                                         arising
                                         out of
                                         or
                                         in
                                         any
                                         manner
                                         relating to this
                                         Agreement,
                                         including an attempt to rescind or
                                         set aside, the prevailing
                                         party in
                                         any action
                                         brought to settle
                                         such
                                         controversy,
                                         claim
                                         or
                                         dispute shall be entitled to recover reasonable attorney’s fees and costs.
	 	 
	9.	ARBITRATION.
                                         Any controversy between the
                                         parties
                                         regarding the construction
                                         or
                                         application of this Agreement any claim
                                         arising
                                         out
                                         of this
                                         Agreement or
                                         its
                                         breach, shall be submitted
                                         to arbitration in New York
                                         before one
                                         arbitrator in
                                         accordance
                                         with the
                                         Commercial
                                         Arbitration
                                         Rules of the
                                         American
                                         Arbitration
                                         Association,
                                         upon the written
                                         request
                                         of
                                         one
                                         party after
                                         service of that request on the other party.
                                         The cost
                                         of arbitration shall be
                                         borne by the losing party.
                                         The
                                         arbitrator
                                         is
                                         also
                                         authorized
                                         to award attorney’s fees
                                         to
                                         the prevailing party not to exceed $10,000.00.



 


	11,	VALIDITY.
If any paragraph, sentence,
term or provision hereof shall
be held to
be invalid or
unenforceable for any
reason, such invalidity or
unenforceability shall
not affect the validity enforceability
of any other
paragraph, sentence,
term and provision hereof. To
the extent required,
any paragraph,
sentence,
term or provision
of this Agreement may be modified
by the
parties hereto by written amendment to preserve its
validity.
	 	 
	12.	ON-DISCLOSURE
                                         OF TERMS. The
                                         terms
                                         of this Agreement shall
                                         be
                                         kept
                                         confidential, and
                                         no party,
                                         representative,
                                         attorney or family member
                                         shall
                                         reveal
                                         its
                                         contents
                                         to
                                         any
                                         third party except
                                         as required
                                         by law or
                                         as necessary
                                         to
                                         comply with law
                                         or
                                         preexisting
                                         contractual commitments.
	 	 
	13.	ENTIRE
                                         AGREEMENT. This
                                         Agreement
                                         contains the entire
                                         understanding of the
                                         parties and
                                         cannot be
                                         altered
                                         or
                                         amended
                                         except
                                         by
                                         an amendment duly executed
                                         by
                                         all parties
                                         hereto.
                                         This
                                         Agreement
                                         shall
                                         be binding
                                         upon and inure to
                                         the benefit
                                         of the
                                         successors, assigns and
                                         personal representatives
                                         of the parties.
                                         The parties hereto hereby acknowledge that
                                         there
                                         have been and
are no representations, warranties,
covenants or
undertakings by any
party or person whatsoever other
than those
expressly set
forth herein. Each
and every
party hereto hereby jointly and
severally warrant(s), covenant(s),
represent(s) and
state(s) that, no party hereto nor any person whatsoever
has/have made any
representations, warranties,
statements,
and/or
guarantees of
any kind and/or
nature whatsoever
relating to and/or
in COI111ection
with any
past, present and/or
future/anticipated daily, weekly,
monthly and/or
annual gross
income,
net income,
gross profits,
net profits,
gross receipts,
net receip,
ts valuations,
expenses, referrals of patients,
volume of patients,
collectability, etc. regarding
the subject matter of
this Agreement and/or otherwise
relating to any party hereto
and none of any
of the
foregoing have been relied
upon in any
manner whatsoever by any
party hereto.
This Agreement
otherwise contains all the terms,
provisions,
covenants and/or
promises of any kind
and/or nature whatsoever entered
into by and between the
parties hereto and/or
any persons whatsoever concerning this
Agreement and shall merge
and supersede any and all
prior and/or
other tenns, agreements, provisions, covenants,
and/or conditions,
if any,
not expressly set forth
in this Agreement. Any
and all other
prior understandings, agreements,
representations and/or
warranties (express and/or
implied, oral and/or
written), if any,
between any of the
parties hereto and/or
persons whatsoever
concerning this Agreement are
merged in, and superseded
by, this Agreement
and completely
expresses the full agreement between
the parties hereto and has been
entered into only
after full investigation, no party
relying upon any
statements,
agreements, representations and/or
warranties, oral and/or written,
made by anyone
that is not expressly
set forth
in this Agreement.






 


********Exhibit
And
Signature Page Follows********








 






    	 	3	 



    	 



    

 


EXHIBIT
A


 


DESCRIPTION
OF COMMISSION CONSULTING SERVICES


 


The
Consultant agrees,
to the
extent reasonably
required in the conduct of its business with the Company, to place at the disposal of the Company,
commencing the second
quarter 2020 until the end of 2023
or unless terminated by either Party with 30
days written notice,
its judgment and experience and
to provide business development services
to the
Company including,
but not limited, to, the
following:


 


		(i)	review
                                         the
                                         Company’s
                                         strategic plan
                                         for
                                         CBO sales
		(ii)	analyze and assess
                                                                                                                                                                                                                                                                                                   alternatives for the
                                                                                                                                                                                                                                                                                                   marketing expansion program for
                                                                                                                                                                                                                                                                                                   CBD sales opportunities
in various medical specialties
		(iii)	provide
                                         introductions to
                                         related professionals and
                                         potential customers
                                         regarding
                                         opioid addition alternatives.
		(iv)	assist
                                         the
                                         Company in
                                         presentation materials
                                         to possible customers.
		(v)	introductions
                                         for
                                         additional
                                         products within the
                                         CBD and
                                         durable medical device space.















 






    	 	4	 



    	 



    

 


********Signature
Page for Consulting Agreement********


 


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


 


Can
B Corp.


 


	 	 
	Marco
    Alfonsi, CEO	 
	 	 
	Andrew
    Holtmeyer	 
	 	 
	 	 
	 	 
	Consult
    Agr- Holtmeyer 040120	 


 






    	 	5