CONSULTING AGREEMENT

EX-10.3 4 exhibit103.htm EXHIBIT 10.3 Filed by OTC Filings Inc. - www.otcedgar.com - 1-866-832-FILE(3453) - Cannabis Science, Inc. - Exhibit 10.3



1.  THE BIO DIVERSITY GROUP shall serve, on a non-exclusive basis, as business development consultant to CANNABIS SCIENCE during the term of this Agreement. CANNABIS SCIENCE acknowledges and agrees that THE BIO DIVERSITY GROUP will be serving other clients during the term of this Agreement and that CANNABIS SCIENCE shall not be entitled to the exclusive time and attention of THE BIO DIVERSITY GROUP in the performance of its services hereunder.


2.    The services to be provided by THE BIO DIVERSITY GROUP include, but are not limited to, those outlined in the attached document entitled Appendix “A” “Cannabis Science Proposed Scope of Work”.


3.   The term of this Agreement shall commence on November 19, 2014 and continue for twelve (12) months with the option of a six (6) month renewal or until the Agreement is terminated by either party by thirty (30) days prior written notice. Notwithstanding anything to the contrary, CANNABIS SCIENCE may terminate this agreement at any time if in its opinion THE BIO DIVERSITY GROUP has provided or caused to be provided false or misleading information to CANNABIS SCIENCE or to other parties on behalf of CANNABIS SCIENCE.


4.   As compensation for consulting services hereunder, CANNABIS SCIENCE shall pay THE BIO DIVERSITY GROUP the sum of six thousand dollars ($6,000.00) for each month of services (which may be paid in equivalent value S-8 free trading shares at the sole discretion of CANNABIS SCIENCE) and eight (8) million Rule 144 restricted shares of common stock (the “Shares”) with five (5) million of the Shares to be issued immediately and three (3) million of the Shares to be issued at a later date based on mutually agreeable equity performance over the next twelve (12) months of this Agreement.


5.   Expenses above and beyond provision of the consulting services (e.g. travel, lodging, etc.) incurred in the provision of those services will be submitted in writing to CANNABIS SCIENCE for pre-approval before being incurred. THE BIO DIVERSITY GROUP will submit an invoice to CANNABIS SCIENCE no later than the 15th day of the month for the reimbursement of pre-approved expenses incurred.  Cannabis Science will not be responsible for expenses that are not pre-approved. All such correspondence and notices should be addressed to: ***@*** with copy to ***@***.


6.  This Agreement contains the entire agreement and understanding of the parties concerning the subject matter hereof and supersedes and replaces all prior and contemporaneous negotiations, proposed agreements and agreements, whether written or oral, with the exception that THE BIO DIVERSITY GROUP expressly acknowledges that it has been, is and continues to be for the next five (5) years subject to the standard CANNABIS SCIENCE non-circumvention and non-disclosure agreement (NDA), which CANNABIS SCIENCE will provide under separate cover for reaffirmation signature as a material inducement of this Agreement.  This Agreement may be amended, extended or altered and rights hereunder may be waived only by a written instrument signed by the party to be bound thereby.

 


7.  This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.


8.  This Agreement may be executed in one or more counterparts, including electronic versions with electronic signatures, each of which shall be considered an original and all of which together shall constitute one and the same agreement.


day of November 2014.




By: /s/ Mariel Selbovitz_________________

Raymond C. Dabney_______________








Chad S. Johnson_______________




 

 

 

2

             





 

th International Workshop on the Clinical Pharmacology of HIV and Hepatitis Therapy and IAS 2015 and produce accompanying press releases.

 

 

 

 

3

             

 

 

http://informedhorizons.com/hivdart2014/

http://www.informedhorizons.com/resistance2015/

http://www.croi2014.org

th International Workshop on the Clinical Pharmacology of HIV and Hepatitis Therapy

http://www.virology-education.com/event/upcoming/16th-international-workshop-clinical-pharmacology-hiv-hepatitis-therapy/

th IAS Conference on HIV Pathogenesis, Treatment and Prevention (IAS 2015)

http://www.ias2015.org

 

http://www.nature.com/news/2010/100727/full/466539a.html).  Subsequent Treatment Horizons Satellite Symposiums were put on at the HIV DART 2012 conference and XIX International AIDS Conference sponsored by the World AIDS Institute, which were attended by key opinion leaders and program leaders.  The Bio Diversity Group will invite Cannabis Science to present at Treatment Horizons Satellite Symposiums being co-sponsored by AmfAR (http://www.amfar.org) and IAPAC (http://www.iapac.org) our staff is organizing at the upcoming HIV DART 2014 conference, 16th International Workshop on the Clinical Pharmacology of HIV and Hepatitis Therapy and IAS 2015 conference.  We will produce accompanying press releases for each presentation.

http://www.virostream.com) is an online social media venue for medical providers that aims to improve clinical competency in HIV and infectious diseases via the provision of video segments on interviews with key opinion leaders on clinical and scientific developments and conference coverage.  The Bio Diversity Group orchestrated a ViroStream segment for Avexa about which they produced a press release that resulted in the orders for their stock jumping from 220,000 to 50,000,000 and a price increase of 400%.  The segment can be viewed here: http://www.virostream.com/video/2.  


http://virochannel.com), a program of Clinique Medicale L’Actual in Montreal, Canada, which aims to improve clinical competency in HIV, Hepatitis C and other co-infections via the provision of video segments on interviews with key opinion leaders on clinical issues sponsored by the pharmaceutical industry.  



2 agonists for Kaposi’s sarcoma and HIV.

 

4

             


http://aumag.org/wordpress/2013/07/09/cannabinoids-as-treatment/) on the data supporting CB2 agonism as a promising approach for the treatment of Kaposi’s sarcoma and HIV and Cannabis Science’s clinical research programs for publication in the following HIV media venues:

 

http://www.hivplusmag.com)

http://www.thebody.com)

http://www.positivelyaware.com)

http://www.hivpositivemagazine.com)

http://www.afao.org.au/library/hiv-australia)

http://www.positivelite.com)


 

http://aumag.org/wordpress/2014/11/05/heart-break-in-melbourne/)

http://aumag.org/wordpress/2014/10/06/new-nukes-old-nukes/)

http://aumag.org/wordpress/2014/07/24/hiv-therapeutic-vaccine-advances/)

http://aumag.org/wordpress/2014/03/05/host-restrictive-factors/)

http://www.virostream.com/article/6)


2 agonism and Kaposi’s sarcoma and HIV and HIV media articles.

 

http://assembly.state.ny.us/mem/Robert-J-Rodriguez), Ranking Member of the New York State Health Committee, who was responsible for the passage of the 30% rent cap, which limits people living with HIV to spend no more than 30% of their income on rent and for who Mariel Selbovitz, MPH served as a rapporteur for AIDS 2014

http://assembly.state.ny.us/mem/Richard-N-Gottfried/bio/), Chair of the New York State Health Committee, who was instrumental in getting Governor Cuomo to sign the medical marijuana legislation

http://www.nysenate.gov/senator/diane-j-savino), member of the Finance Committee, who was responsible for securing  Governor Cuomo’s approval of legislation allowing for medical marijuana

 

http://hivaidscaucus-lee.house.gov); our ask is for a legislative briefing, Congressional Hearing and Dear Colleague Letter on the utility of cannabinoids for HIV

 

5

             

 

http://doctorscaucus.gingrey.house.gov); our ask is for a legislative briefing, Congressional Hearing and Dear Colleague Letter on the utility of cannabinoids for HIV

 

http://aids.gov/federal-resources/pacha/about-pacha/) via Elizabeth Styffee, RN, MS, Director, Saddleback HIV/AIDS Initiative (http://hivaidsinitiative.com) and Phil Wilson, Executive Director, The Black AIDS Institute (http://www.blackaids.org)

 

http://www.whitehouse.gov/administration/eop/onap) via Steve Bailous, Chair, D.C. Metro HIV Planning Council (http://doh.dc.gov/service/ryan-white-planning-council)

 



 

 

 

6