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Consulting Services Agreement

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 This Consulting Services Agreement involves

ALGAE DYNAMICS CORP. | Algae Dynamics Corp | Trademastersprocom Inc

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Date: 8/22/2016
Industry: Biotechnology and Drugs     Sector: Healthcare

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By and between


Exhibit 10.14 Inc., “Consultant”




Algae Dynamics Corp., “Client”




This Consulting Agreement (this “Agreement”) is made as of June 24, 2016, by and between Algae Dynamics Corp. (the “Client”) with a notice address of 37 – 4120 Ridgeway Drive, Mississauga, Ontario, Canada L5L 5S9, and Inc. having its principal place of business at 535 Broad Hollow Rd, Suite B-10, Melville NY 11747 (Consultant”) and is made in light of the following recitals which are a material part hereof:


WHEREAS , the Client is a publicly-traded corporation listed on the OTCQB (symbol ADYNF);


WHEREAS , Consultant is an independent consultant and has knowledge and experience to provide marketing as the Clients believe can assist it in furthering execution of Client’s public awareness;


WHEREAS , Client is retaining Consultant to create marketing awareness, which is the overriding objective and material inducement to this Agreement, and the duties to be performed as a means to those ends;


NOW THEREFORE , for and in consideration of good and valuable consideration, including, but not limited to the mutual promises set forth herein, the receipt and sufficiency of which is acknowledged by each party hereto, the parties hereby agree as follows:



Client’s Initials: ____________


Consultant’s Initials: ____________












Recitals Govern . The parties desire to enter into this Agreement for purposes of carrying out the above recitals and intentions set forth above and this Agreement shall be construed in light thereof.




Consulting Services. The Consultant agrees to provide the Consulting Services to the Client during the “Term” (as hereinafter defined). Consultant agrees to provide such information, evaluation and analysis, in accordance with the Consultant Services as will assist in maximizing the effectiveness of Client’s business model both relative to its business model and to its present and contemplated capital structure. The Consultant shall personally provide the Consultant Services and the Client understands that the nature of the services to be provided are part time and that the Consultant will be engaged in other business and consulting activities during the term of this Agreement.




Conflicts. The Client waives any claim of conflict and acknowledges that Consultant has owned and continues to own and has consulted with and continues to consult with interests in competitive businesses which might compete but for location.




Confidential Information. The Consultant agrees that any information received by the Consultant during any furtherance of the Consultant’s obligations in accordance with this Agreement, which concerns the personal, financial or other affairs of the Client will be treated by the Consultant in full confidence and will not be revealed to any other persons, firms or organizations.




Role of Consultant. Consultant shall provide outbound telemarketing services providing informational awareness for the Client. Consultant shall also provide full disclosure of its role and compensation to any party contacted as contemplated herein.




Liability . With regard to the services to be performed by the Consultant pursuant to this Agreement, the Consultant shall not be liable to the Client, or to anyone who may claim any right due to any relationship with the Client, for any acts or omissions in the performance of services on the part of the Consultant or on the part of the agents or employees of the Consultant, except when said acts or omissions of the Consultant are due to willful misconduct or gross negligence. The Client shall hold the Consultant free and harmless from any obligations, costs, claims, judgments, attorneys’ fees, and attachments arising directly out of the services rendered to the Client pursuant to the terms of this Agreement or in any way connected with the rendering of services, except when the same shall arise due to the willful misconduct or gross negligence of the Consultant and the Consultant is adjudged to be guilty of willful misconduct or gross negligence by a court of competent jurisdiction.



Client’s Initials: ____________


Consultant’s Initials: ____________










Compensation . In consideration of the execution of the Agreement, and the performance of his obligations hereunder, and in lieu of cash compensation on an hourly basis, the Consultant shall receive from Client 750,000 restricted common shares of Client (the “Shares”), to be issued as follows: (a) 250,000 Shares on the date hereof; (b) 250,000 Shares on August 24, 2016; and (c) 250,000 Shares on October 24, 2016. Provided that Rule 144 under the United States Securities Act of 1933, as amended (the “Securities Act”) is not available for the resale of the Shares, the Client shall include the Shares in any registration statement under the Securities Act filed by the Client which registers the resale of its common shares by selling securityholders. Once the resale of the Shares has been registered under the Securities Act, the Client shall use best reasonable commercial efforts to remove any restrictive legend to permit the deposit of the Shares with Consultant’s broker.




 Term . The Term of this Agreement shall commence as of the date hereof. Term shall continue for a period of six months from that date; provided, however, that the Term shall be modified by mutual agreement of the parties based upon the level of Consultant’s activity. It is understood that this Agreement shall not automatically renew and no obligations to renew are implied notwithstanding continued efforts to fulfill terms and conditions incomplete as of the termination of this Agreement.




Control as to Time and Place and Manner where Services Will Be Rendered .




Consultant is an Independent Contractor . Both the Client and the Consultant agree that the Consultant will act as an independent contractor in the performance of its duties under this Agreement. Accordingly, the Consultant shall be responsible for payment of all taxes including Federal, State and local taxes arising out of the Consultant’s activities in accordance with this Agreement, including by way of illustration but not limitation, Federal and state income tax, Social Security tax, unemployment insurance taxes, and any other taxes or business license fee as required. Except as otherwise may be agreed, the Consultant shall at all times be in an independent contractor, rather than a co-venture, agent, employee or representative of the Client.




Performance of Services . The Consultant will perform most services in accordanc

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