 

CONSULTING MANAGEMENT AGREEMENT







THIS AGREEMENT (the "Agreement") effective as of the March 16, 2015 (the
“Effective Date”), entered into between Cannabis Science, Inc., a Nevada
Corporation, with its principal registered address of 6946 North Academy Blvd
Suite B #254, Colorado Springs, Colorado 80918 USA email:
 alejandroliu@example.com (the “Company” or “CBIS”) Dr. Roscoe Moore
Jr., with an address of 14315 Arctic Avenue, Rockville, Maryland 20853
(hereinafter referred to as the “CONSULTANT”) in connection with the provision
of the CONSULTANT’s services to the Company.  The Company and the CONSULTANT may
be referred to herein as the "Parties" or each as a "Party".




WHEREAS:




A.

The Company is in the business of developing, manufacturing, marketing, and
distributing legal cannabinoid-based and other products, particularly
pharmaceutical products, worldwide;

 

B.

The CONSULTANT will be a Managing CONSULTANT of the Company, and this Agreement
will be in addition to any management consulting agreement with the Company.




C.

The Company wishes to engage the services of the CONSULTANT to serve as
CONSULTANT to the Company, using best efforts in the mission to further the
interests of the Company; and




D.

The Company and the CONSULTANT have agreed to enter into a CONSULTANT management
agreement for their mutual benefit.




THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual
covenants contained in this Agreement and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties,
intending to be legally bound hereby, agree as follows:




1.

ENGAGEMENT AS CONSULTANT




1.1

The Company, meant throughout this Agreement to mean the Company's governing
body or Board of Directors, hereby engages the CONSULTANT to undertake the
duties and title of International Government Affairs, and the CONSULTANT agrees
to exercise those powers on a best efforts basis on behalf of the Company,
(collectively the “Services”) and the CONSULTANT accepts such engagement on the
terms and conditions set forth in this Agreement.




2.

TERM OF THIS AGREEMENT




2.1

The term of this Agreement shall begin as of the Effective Date and shall
continue for one (1) year or until terminated earlier pursuant to Sections 10
and 11 herein (the “Term”).  Any renewal period for this Agreement shall be at
the sole discretion of the Company along with the renewal term including any
compensation for services during the renewal term.




3.

CONSULTANT SERVICES




3.1

The CONSULTANT shall undertake and perform the duties and responsibilities
commonly associated with acting in the capacities of International Government
Affairs and member of International Government Affairs Board.  The CONSULTANT
agrees that his duties may be reasonably modified at the Company’s and the
CONSULTANT’s mutual agreement from time to time.







3.2

In providing the Services the CONSULTANT shall:

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comply with all applicable local, state, provincial, national and federal
statutes, laws and regulations;
not make any misrepresentation or omit to state any material fact which results
in a misrepresentation regarding the business of the Company;
not disclose, release or publish any information regarding the Company without
the prior written consent of the Company; and
not employ any person in any capacity, or contract for the purchase or rental of
any service, article or material, nor make any commitment, agreement or
obligation whereby the Company shall be required to pay any monies or other
consideration without the Company's prior written consent as provided by the
Company's Board of Directors.

4.

CONSULTANT COMPENSATION




4.1

Shares.  the Company shall pay the CONSULTANT for the provision of the Services,
the Company shall pay the CONSULTANT or his assigns five million (5,000,000)
newly issued Rule 144 restricted common shares of Company common stock, par
value $0.001 per share and two million five hundred thousand (2,500,000) newly
issued free trading S-8 common shares of Company common stock, par value $0.001
per share.




4.2

Performance Bonus. As further compensation based on job performance, product
development and branding, product sales, achievement of project or operational
milestones, the Company is committed to providing an additional bonus schedule
for the CONSULTANT on a semi-annual basis in the form of stock, options, or cash
payments at the discretion of the Company.




5.

CONSULTANT EXPENSES AND DEVELOPMENT COSTS




5.1

The Parties agree that the Compensation hereunder shall be inclusive of any and
all fees or expenses incurred by the CONSULTANT on the CONSULTANT’s own behalf
pursuant to this Agreement including but not limited to the costs of rendering
the Services.  Notwithstanding the foregoing, the Company shall reimburse the
CONSULTANT for any bona fide expenses such as travel and telephone incurred by
the CONSULTANT on behalf of the Company in connection with the provision of the
Services provided that the CONSULTANT submits to the Company an itemized written
account of such expenses and corresponding receipts of purchase in a form
acceptable to the Company within 10 days after the CONSULTANT incurs such
expenses.  However, the Company shall have no obligation to reimburse the
CONSULTANT for any single expense in excess of $5,000 or $10,000.00 in the
aggregate without the express prior written approval of the Company’s Board of
Directors.




6.

CONFIDENTIALITY




6.1

The CONSULTANT shall not disclose to any third party without the prior consent
of the Company any financial or business information concerning the business,
affairs, plans and programs of the Company its Directors, officers,
shareholders, employees, or CONSULTANTs (the "Confidential Information").  The
CONSULTANT shall not be bound by the foregoing limitation in the event (i) the
Confidential Information is otherwise disseminated and becomes public
information or (ii) the CONSULTANT is required to disclose the Confidential
Informational pursuant to a subpoena or other judicial order.  As a material
inducement to the Company entering into this Agreement, the CONSULTANT shall, at
the Company’s request, execute a confidentiality and non-disclosure agreement in
a form mutually agreed upon by the Company and the CONSULTANT.




7.

GRANTS OF RIGHTS AND INSURANCE




7.1

 The CONSULTANT agrees that the results and proceeds of the Services under this
Agreement, although not created in an employment relationship, shall, for the
purpose of copyright only, be deemed a work made in the course of employment
under the Canadian law or a work-made-for-hire under the United States law and
all other comparable international intellectual property laws and conventions.
 All intellectual property rights and any other rights which the CONSULTANT may
have in and to any work, materials, or other results and proceeds of the
Services hereunder shall vest irrevocably and exclusively with the Company and
are otherwise hereby assigned to the Company as and when created.  The
CONSULTANT hereby waives any moral rights of authors or similar rights the
CONSULTANT may have in or to the results and proceeds of the consulting Services
hereunder.




7.2

The CONSULTANT retains the right of prior approval of any public statements or
publications by the Company using the CONSULTANT's name, such as press releases
and website pages.

 

7.3

The Company shall have the right to apply for and take out, at the Company's
expense, life, health, accident, or other insurance covering the CONSULTANT, in
any amount the Company deems necessary to protect the Company's interest
hereunder.  The CONSULTANT shall not have any right, title, or interest in or to
such insurance.

 

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8.  

REPRESENTATIONS AND WARRANTIES




8.1

The CONSULTANT represents, warrants and covenants to the Company as follows:




(a)

The CONSULTANT is not under any contractual or other restriction which is
inconsistent with the execution of this Agreement, the performance of the
Services hereunder or any other rights of the Company hereunder;




(b)

The CONSULTANT is not under any physical or mental disability that would hinder
the performance of her duties under this Agreement; and




(c)

The Company will provide and disclose all legal and commercial information to
the CONSULTANT that is necessary to perform CONSULTANT’s duties.




9.  

INDEMNIFICATION




9.1

Each Party shall indemnify and hold harmless the other Party, its partners,
financiers, parent, affiliated and related companies, and all of their
respective individual shareholders, directors, officers, employees, attorneys,
auditors, licensees and assigns from and against any claims, actions, losses and
expenses (including legal expenses) occasioned by any breach by the Party of any
representations and warranties contained in, or by any breach of any other
provision of, this Agreement by the Party.




10.

 NO OBLIGATION TO PROCEED.  




10.1

Nothing herein contained shall in any way obligate the Company to use the
Services hereunder or to exploit the results and proceeds of the Services
hereunder; provided that, upon the condition that the CONSULTANT is not in
material default of the terms and conditions hereof, nothing contained in this
section 10.1 shall relieve the Company of its obligation to deliver to the
CONSULTANT the Compensation.  All of the foregoing shall be subject to the other
terms and conditions of this Agreement (including, without limitation, the
Company’s right of termination, disability and default).




11.

RIGHT OF TERMINATION.  




11.1

The Company and the CONSULTANT shall each have the right to terminate this
Agreement at any time in its sole discretion by giving not less than ninety (90)
days written notice. Upon termination of this Agreement the CONSULTANT shall
continue to work with the Company to fulfill the obligations of this Agreement
during the notice period and this period will be paid for per terms of this
Agreement.

.

12.

DEFAULT/BREACH




12.1

No act or omission of the Company hereunder shall constitute an event of default
or breach of this Agreement unless the CONSULTANT shall first notify the Company
in writing setting forth such alleged breach or default and the Company shall
cure said alleged breach or default within 10 days after receipt of such notice
(or commence said cure within said ten days if the matter cannot be cured in ten
days, and shall diligently continue to complete said cure).  No act or omission
of the CONSULTANT hereunder shall constitute an event of default or breach of
this Agreement unless the Company shall first notify the CONSULTANT in writing
setting forth such alleged breach or default and the CONSULTANT shall cure said
alleged breach or default within 10 days after receipt of such notice (or
commence said cure within said ten days if the matter cannot be cured in ten
days, and shall diligently continue to complete said cure).  Either Party may
terminate the Agreement if there is an event of default or breach of this
Agreement that the other Party does not cure or attempt to cure pursuant to the
clear intent of this Section.




13.

COMPANY'S REMEDIES.  




13.1

The services to be rendered by the CONSULTANT hereunder and the rights and
privileges herein granted to the Company are of a special, unique, unusual,
extraordinary and intellectual character which gives them a peculiar value, the
loss of which cannot be reasonably or adequately compensated in damages in an
action at law, it being understood and agreed that a breach by the CONSULTANT of
any of the provisions of this Agreement shall cause the Company irreparable
injury and damages.  The CONSULTANT expressly agrees that the Company shall be
entitled to seek injunctive and/or other equitable relief to prevent a breach
hereof the CONSULTANT.  Resort to such equitable relief, however, shall not be
construed as a waiver of any other rights or remedies which the Company may have
in the premises for damages or otherwise.




14.

INDEPENDENT CONTRACTORS.  




14.1 Nothing herein shall be construed as creating a partnership, joint venture,
or master-servant relationship between the Parties for any purpose whatsoever.
 Except as may be expressly provided herein, neither Party may be held
responsible for the acts either of omission or commission of the other Party,
and neither Party is authorized, or has the power, to obligate or bind the other
Party by contract, agreement, warranty, representation or otherwise in any
manner except by agreement the Company's Board of Directors.  It is expressly
understood that the legal relationship between the Parties is one of independent
contractors.


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15.

MISCELLANEOUS PROVISIONS




(a)

Time.  Time is of the essence of this Agreement.




(b)

Presumption.  This Agreement or any section thereof shall not be construed
against any Party due to the fact that said Agreement or any section thereof was
drafted by said Party.




(c)

Titles and Captions.  All article, section and paragraph titles or captions
contained in this Agreement are for convenience only and shall not be deemed
part of the context nor affect the interpretation of this Agreement.




(d)

Further Action.  The Parties hereto shall execute and deliver all documents,
provide all information and take or forbear from all such action as may be
necessary or appropriate to achieve the purposes of this Agreement.




(e)

Savings Clause.  If any provision of this Agreement, or the application of such
provision to any person or circumstance, shall be held invalid, the remainder of
this Agreement, or the application of such provision to persons or circumstances
other than those as to which it is held invalid, shall not be affected thereby.




(f)

Assignment. The Company and the CONSULTANT may assign this Agreement only with
the prior written consent of the other Party.




(g)

Notices.  All notices required or permitted to be given under this Agreement
shall be given in writing and shall be delivered, either personally or by
express delivery service, and emailed to, the Party to be notified.  Notice to
each Party shall be deemed to have been duly given upon delivery, personally or
by courier, to the physical and email addresses of the other Party at that
Party's physical and email addresses provided on page one (1) of this Agreement,
which may be updated over time with at least ten days written notice, to the
other Party.  




(h)

Entire Agreement.  This Agreement contains the entire understanding and
agreement among the Parties.  There are no other agreements, conditions or
representations, oral or written, express or implied, with regard thereto.  This
Agreement may be amended only in writing signed by all Parties.  This Agreement
supersedes prior management and/or consulting agreements with the Company and
the CONSULTANT.




(i)

Waiver.  A delay or failure by any Party to exercise a right under this
Agreement, or a partial or single exercise of that right, shall not constitute a
waiver of that or any other right.




(j)

Counterparts.  This Agreement may be executed in duplicate counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same Agreement.  Counterparts expressly may include electronic
counterparts with electronic signatures transmitted through electronic means.




(k)

Successors.  The provisions of this Agreement shall be binding upon all Parties,
their successors and permitted assigns.




(l)

Counsel.  The Parties expressly acknowledge that each has been advised to seek
separate counsel for advice in this matter and has been given a reasonable
opportunity to do so.




[Signature Page Follows]




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IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement
as of the date first written above.










CANNABIS SCIENCE, INC.

 

Per: /s/ Raymond C. Dabney

________________________________

 Raymond C. Dabney President & CEO










CANNABIS SCIENCE, INC.

 

Per: /s/ Chad S. Johnson

________________________________

 Chad S. Johnson, ESQ., Director, COO, & General Counsel













CONSULTANT:

 

By: /s/ Roscoe Moore

_______________________________

Roscoe Moore













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