EXHIBIT 10.13
SERVICES AGREEMENT
THIS SERVICES AGREEMENT ("Agreement") is made as of June 26, 2014, by and
between Caerus Discovery, LLC, a Delaware limited liability company with its
principal place of business located at 10650 Pyramid Place, Manassas, Virginia
20110 ("Caerus"), and Cannabis Therapy Corp, a Nevada corporation with its
principal place of business located at 4450 Arapahoe Avenue, Ste 100, Boulder,
CO 80303 ("CTCO") (each a "Party" and together the "Parties").
WHEREAS, Caerus possesses resources, including laboratory space and trained
personnel with scientific know how (the "Resources"); and
WHEREAS CTCO possesses confidential material (the "Material") and information
(the "Information"), including but not limited to intellectual property, know
how, data, test results, written materials and the like provided; and
WHEREAS, CTCO desires to contract with Caerus for the purpose of executing
assays and animal studies (the "Services") utilizing the Materials and
Information, and
WHEREAS, Caerus will need the Material and the Information in order to provide
CTCO with the Services.
NOW THEREFORE, CTCO is willing to make available to Caerus the Material and the
Information for the aforesaid purpose subject to the following terms and
conditions:
1. Services and Supply of Material and Information.
a. Caerus will perform research Services for CTCO for the purpose of executing
specific, specialized cell based assays and animal studies to provide CTCO data
to support product development and design. These Services will begin on July
1st, 2014. Caerus will arrange for qualified personnel to support its
obligations under this Agreement. Caerus shall, and shall cause its personnel
to, comply with all applicable laws and regulations in the performance of the
Services. Caerus will use its best effort to adhere to all applicable Good
Laboratory Practice regulations during the course of performance of the
Services.
b. CTCO hereby agrees to provide the Material and the Information to Caerus when
required to support the requested Services. At the written request of Caerus,
CTCO, in its sole discretion, may elect to provide Caerus with additional
quantities of the Material or copies of Information or with additional materials
or information not described in this Agreement. Any such request shall be in the
form of a letter referencing this Agreement, executed by Caerus and
countersigned by CTCO, and describing in detail the type and/or quantity of
materials or information desired. All additional materials or information
supplied to Caerus shall be considered Material and Information, as the case may
be, and as such shall be governed by the terms of this Agreement.
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c. Caerus acknowledges that:
THE CTCO MATERIAL AND INFORMATION IS NOT INTENDED FOR USE IN HUMANS. CAERUS
AGREES THAT CTCO MATERIAL INFORMATION DESIGNATED AS BIOSAFETY LEVEL 1 OR 2
CONSTITUTES KNOWN PATHOGENS AND THAT OTHER CTCO MATERIALS AND INFORMATION NOT SO
DESIGNATED AND ANY PROGENY OR MODIFICATION MAY BE PATHOGENIC UNDER CERTAIN
CONDITIONS. CAERUS ASSUMES ALL RISK AND RESPONSIBILITY IN CONNECTION WITH THE
RECEIPT, HANDLING, STORAGE, DISPOSAL, TRANSFER AND USE OF THE CTCO INFORMATION
INCLUDING WITHOUT LIMITATION TAKING ALL APPROPRIATE SAFETY AND HANDLING
PRECAUTIONS TO MINIMIZE