Exhibit 10.175


 





CONSULTING SERVICES AGREEMENT


 


THIS NON-EXCLUSIVE CONSULTING SERVICES AGREEMENT
(the “Agreement”), executed on the date signed below, is effective as of January 1, 2015, and is entered into
by and between VG Life Sciences Inc. (“VGLS”) a Delaware corporation with its executive office located at 121 Gray
Avenue, Suite 200, Santa Barbara, CA 93101 (the “Company”), and Daniel Zia (“Consultant”).
The terms “Party” and “Parties” refer to the Company and Consultant individually and collectively.


 


1. Services. The Company wishes to engage
Consultant (which is understood to include the undersigned and his designees for all purposes in this agreement) to assist it in
business consulting matters as agreed to by the Parties.


 


2. Fees and Expenses. The Company shall
pay Consultant fees in the total amount of Five Thousand Dollars ($5,000) in exchange for the consulting services identified above.


 


Consultant agrees to accept payment in the form
of common shares of VGLS for 100% of the total fees due. These shares shall be valued at the lowest consecutive three (3) day average
closing price from November 1, 2014 through December 31, 2014 less 10% rounded to the nearest cent.


 


3. Successors and Assigns. This Agreement
is binding upon and inures to the benefit of the Parties and their respective affiliates, successors and assigns; provided,
however, that in no event shall Consultant’s obligations to perform the Services be transferred by Consultant without
the prior written consent of the Company.


 


4. Term. The term of this Agreement shall
be for January 1, 2015 through March 31, 2015. The term of the agreement shall not be renewable. The agreement can be terminated
in accordance with the provisions of Section 5 hereof. This Agreement can only be modified on mutually agreeable terms in writing.


 


5. Termination. Either Party may terminate
this Agreement on at least thirty (30) days prior written notice; provided, however, if Consultant, or any of its
employees or other persons it engages to provide the Services, violate any of the provisions of this Agreement or engage in any
criminal activity, the Company may immediately terminate this Agreement without providing said written notice. In the event of
termination by Consultant, Consultant shall be entitled to his prorated shares of fees as of the effective date of termination.
In the event of termination by Company, Consultant shall be entitled to the full amount of fees due under this Agreement, unless
Company terminates this Agreement and is not required to give written notice thereof, as set forth above, in which case Consultant
shall be entitled to his prorated shares of fees as of the effective date of termination. In the event of any delinquency in payment
of fees under this agreement or any prior agreement between parties, the Consultant is under no obligation to continue to render
services hereunder.


 


6. Independent Contractor Relationship.
The relationship of the Company to Consultant shall be that of a contractor dealing at arm’s length. Nothing contained in
this Agreement shall be construed to place them in the relationship of partners, principal and agent, employer/ employee or joint
venturers. Neither Party shall have the power or right to bind or obligate the other Party.




    	 



    	 



    


 


 


7. Limitation of Liability. Except as
otherwise set forth herein, neither Party shall be liable for any special, incidental, indirect, consequential or punitive damages,
including loss of profits, loss of business opportunity, or other economic loss, whether arising in contract or tort (including
negligence), claimed to have been sustained by a Party directly or indirectly, as a result of or arising pursuant to this Agreement.
Except for claims (including claims of personal injury, death, or property damage) caused by Consultant’s bad faith, willful
or wanton misconduct, gross negligence or recklessness, or a breach of Consultant’s obligations under the paragraph captioned
“Confidentiality,” Consultant shall not be liable to the Company for damages in excess of the fees received by Consultant.
The foregoing limitations shall apply even if Consultant is advised of the possibility of such damages or losses.


 


8. Indemnification. The Company shall
indemnify, defend and hold harmless the Consultant from and against any and all losses, damages, liabilities, reasonable attorney’s
fees, court costs and expenses resulting or arising from any third-party claims, actions, proceedings, investigations or litigation
relating to or arising from or in connection with any act or omission by the Company, including with respect to any filings by
the Company with the SEC, the OTC Markets or any other market or authority.


 


9. Notice. For the purpose of this Agreement,
notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given: (i) when
delivered, if personally delivered; (ii) when sent by facsimile transmission, when receipt therefore has been duly received; or
(iii) when mailed by United States registered mail, return receipt requested, postage prepaid, or (iv) sent by recognized overnight
courier, addressed as set forth in the preamble to this Agreement or to such other address as a Party may have furnished to the
other in any writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.


 


10. Miscellaneous. No provision of this
Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by
an authorized officer of each Party. No agreements or representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either Party, which are not set forth expressly in this Agreement. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of the State of California. Except for controversies
arising under Section 13 hereof, the Parties hereby irrevocably agree to waive trial by jury and that any controversy arising under
or in relation to this Agreement shall be resolved by binding arbitration in accordance with the appropriate rules then in effect
of the American Arbitration Association (or comparable authority) using a single, neutral arbitrator. The prevailing party in any
court or arbitration proceeding hereunder shall be entitled to reimbursement of its fees, costs and expenses incurred therein,
including those of its attorneys.


 


11. Severability. If in any jurisdiction,
any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, such
provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability,
without invalidating the remaining provisions hereof and without affecting the validity or enforceability of such provision in
any other jurisdiction or its application to other persons or circumstances. In addition, if any one or more of the provisions
contained in this Agreement shall for any reason in any jurisdiction be held to be excessively broad as to time, 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 of such jurisdiction as it shall then appear.




    	 



    	 



    


 


 


12. Representations and Warranties of Consultant
and the Company. Consultant hereby represents and warrants that: (i) it has the knowledge and skills necessary to provide the
Services; (ii) Consultant shall exert reasonable efforts to perform the Services on a timely basis; (iii) it has the full and unrestricted
right and authority to enter into and perform this Agreement; (iv) entering into and performing this Agreement does not and shall
not breach or violate or conflict with any provision of any agreement or understanding, oral or written, between Consultant and
any third party. The Company hereby represents and warrants it will cooperate and provide Consultant with: (a) all necessary complete
and accurate information on a timely basis; and (b) all information, documents and disclosures that the Company has knowledge of
or should have knowledge of that would be necessary for Consultant to perform hereunder.


 


13. Confidentiality. Consultant understands
and agrees that in the course of the engagement with the Company, it may receive and become aware of confidential and proprietary
information, projects, practices, customer contacts, potential customers, methodologies and management philosophy relating to the
Company’s business (the “Confidential Information”). Consultant hereby acknowledges the sensitivity and
confidential nature of the Confidential Information and covenants and agrees to keep all such Confidential Information strictly
confidential. In this regard, Consultant shall not at any time or in any manner, either directly or indirectly, divulge, disclose,
communicate, or use the Confidential Information it obtains or is otherwise exposed to or becomes aware of as a result of its engagement
by the Company in any manner not expressly authorized by the Company in writing. Consultant understands and agrees that its obligation
regarding the confidentiality of the Confidential Information shall continue for so long as such Confidential Information remains
confidential.


 


The obligation of confidentiality shall not
apply to any Confidential Information: (i) which was already known to Consultant at the time of disclosure and Consultant promptly
informs the Company thereof; (ii) which was already in the public domain; (iii) which becomes available to the public through no
fault of Consultant; (iv) which is disclosed to others by the Company without restriction as to disclosure and/or commercial use;
or (v) which is required to be disclosed by Consultant in response to an effective subpoena, administrative or court order, or
other valid legal process but then only to the extent necessary to comply therewith.


 


Upon termination of this Agreement and upon
request by the Company, Consultant will promptly return to the Company all documents, records or other items belonging to the Company,
whether prepared by Consultant or furnished to it by the Company, or otherwise, and relating in any way to the business or Confidential
Information of the Company, so long as the Company is in compliance with all provisions of this Agreement.


 


IN WITNESS WHEREOF, and intending to
be legally bound, this Agreement has been executed by the Company and Consultant as of the effective date written above.


 





	VG Life Sciences Inc.	 	 
	 	 	 
	By: /s/ John Tynan   	 	Date:
January 19, 2015
	Name and Title: John Tynan, CEO	 	 
	 	 	 
	 	 	 
	By: /s/ Daniel Zia	 	 Date: January 19, 2015 
	Name and Title: Daniel Zia