THIS AGREEMENT is effective
as of [date], by and between [Company] Pharmaceutical Corporation
([Company]), with offices at [address], and Dr. Petr Kuzmic
(Consultant), at BioKin Ltd., 15 Main Street. Suite 232, Watertown,
WHEREAS, the Consultant
is an expert in enzyme kinetics;
WHEREAS, [Company] wishes
to have the Consultant provide it and its subsidiaries
and affiliates advice and assistance in evaluating complex enzyme
kinetic or inhibition data encountered during Company's in-house
inhibitor screening efforts (consulting services); and
WHEREAS, [Company] wishes
to maintain in confidence all information including data, technology,
commercial and research strategies, trade secrets, inventions
and know-how disclosed by [Company] to Consultant, directly
or indirectly, in written, oral or other tangible form, for the
purpose of the consulting services or arising from the
consulting services (collectively, confidential information).
NOW, THEREFORE, [Company] and
Consultant hereby agree:
[Company] will retain Consultant,
and Consultant will accept such retention, commencing
as of the effective date of this Agreement and continuing through
midnight of [date] or until termination of this Agreement
as provided below.
[Company] will pay Consultant
as compensation three hundred fifty dollars per hour ($350.00/hour), up
to maximum of three thousand five hundred dollars per day ($3,500.00/day).
Payments will be made within thirty (30) days of Company' receipt
of your invoices detailing the services rendered. In addition,
[Company] will pay for reasonable travel expenses (coach class
air fare, lodging, food and ground transportation) incurred by
you at Company's request. Travel time will not ordinarily
3 Intellectual Property
(a) [Company] shall own all right, title and interest
in any inventions or discoveries (e.g., compositions of matter,
devices, processes, treatments, improvements, concepts, ideas,
and the like), whether or not patentable, developed or acquired
by Consultant and/or Company' employees as a result
of the consulting services (inventions).
(b) Consultant will promptly, without royalty
and at [Company]' expense, (i) disclose to [Company] any
inventions that he develops or acquires, (ii) execute all applications,
assignments and other instruments and do such other acts that
[Company] may deem necessary to obtain and maintain patent
rights, copyrights and other similar intellectual property rights
anywhere in the world and (iii) provide [Company] assistance
as needed in any legal proceedings regarding such intellectual
(a) During the term of this Agreement and any subsequent
extension, and for a period of five years thereafter, Consultant
will not disclose confidential information to others
without the prior written consent of [Company], except Consultant
will not be prevented from disclosing information that (i)
can be shown by contemporaneous documentation to have been in
Consultant's possession prior to the disclosure by [Company];
(ii) at the time of the disclosure is, or thereafter becomes,
through no fault of Consultant, part of the public domain;
or (iii) is furnished to Consultant by a third party after
the time of the disclosure without the breach of any duty to [Company];
(b) The Consultant will keep separate and
segregated from other work all confidential information. All
right, title, and interest in confidential information, including
that arising from the consulting services shall belong
to [Company], and upon expiration or termination of this Agreement,
all tangible forms of confidential information, including
copies thereof, whether prepared by Consultant or other,
will be delivered to [Company].
5 Outside Employment.
(a) During the term of this Agreement, Consultant
may be engaged by one or more other institutions for his expertise.
(b) Consultant represents that he is not and
will not become a party to any agreement which conflicts with
his duties under this Agreement.
(c) Consultant will use best efforts to segregate
the consulting services provided under this Agreement from work
at other institutions, or done with Government funding, so as
to minimize any questions of disclosure or ownership of rights
under inventions or confidential information. [Company]
may terminate this Agreement if in its reasonable opinion
the performance of such work will conflict with its interests.
(d) Consultant will not disclose to [Company]
any inventions, trade secrets, or other information of third
parties that Consultant does not have the right to disclose.
Any notice to required or permitted by the terms
of this Agreement shall be given by registered mail, prepaid and
properly addressed as follows:
If to [Company]:
[Company] Pharmaceutical Corporation
Attention: Legal Affairs.
If to Consultant:
Dr. Petr Kuzmic
P.O. Box 8336
Madison, WI 53708
Any such notice shall be deemed to have been given when received.
7 Survival and Termination.
(a) This Agreement may be terminated by either party
upon thirty (30) days written notice, pursuant
to Section 6 of this Agreement, to the other party.
(b) This Agreement may be terminated by a non-breaching
party, in addition to any other remedy, for
breach of any term of this Agreement, upon written notice, pursuant
to Section 6 of this Agreement, to the breaching party; upon which
event all rights of the breaching party shall terminate.
(c) The terms and obligations of Sections 3 and 4
of the Agreement shall survive and remain in full force and effect
after expiration or any termination of this Agreement, regardless
of the cause of such ten-nination.
8 Entire Agreement.
This Agreement is the entire agreement of the parties
relating to the subject matter hereof, and supersedes all prior
and contemporaneous negotiations, correspondence, understandings,
and agreements of the parties relating to the subject matter hereof.
It may be amended only by an agreement in writing, signed by both
9 Not an Employee.
Consultant is an independent
contractor and is not an employee or agent of [Company]. Consultant
shall be entitled to no benefits or compensation
from [Company] except as set forth in this Agreement and shall
in no event be entitled to any fringe benefits payable to employees
of [Company]. Consultant shall be solely responsible for the
payment of all taxes due on the income received for the consulting
services provided under this Agreement.
IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first written