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Sample Contract #2
Consulting and custom software development

CONSULTING AGREEMENT
example 2

This Agreement is entered into as of the date of the last executory signature ("Effective Date"), between [Company] International, Inc. ("[COMPANY]"), a [State] corporation located at [address] and Petr Kuzmic, Ph.D. ("CONSULTANT"), having a mailing address of BioKin Ltd., 15 Main Street. Suite 232, Watertown, Massachusetts 02472.

BACKGROUND

1. CONSULTANT has special expertise in the field of automated analysis of biological and chemical data ("Field"). In particular, the Field includes, but is not limited to, the design and application of software to analyze the biological properties of compounds within libraries of chemical compounds. [COMPANY] has an interest in the Field, which includes the analysis of enzymatic properties of compounds within a library of small molecule chemical compounds.

2. [COMPANY] desires to obtain services of CONSULTANT, and CONSULTANT wishes to provide such services, in the Field.

3. The terms and conditions of this Consulting Agreement are distinct from the terms and conditions of the Research Agreement, and are as specified hereinbelow:

SERVICES AND PAYMENT

4. CONSULTANT agrees to be available on a basis to be mutually agreed upon, but no more than two hundred (200) hours per year, to (a) advise [COMPANY] employees and/or [COMPANY] consultants in the Field, (b) attend meetings on mutually agreeable dates and at mutually agreeable times and locations as requested by [COMPANY], and/or (c) carry out additional projects in the Field, as requested by [COMPANY] (collectively "Services"). Services shall include telephone time; on-site consulting at [COMPANY], or elsewhere; review of written documents and data; and/or preparation of written documents.

5. In consideration of Services, [COMPANY] shall pay CONSULTANT three hundred fifty U.S. dollars ($350.00) for every hour of Services performed ("Hourly Compensation Rate"). The payment of compensation for such Services shall be made directly to CONSULTANT within 30 days of receipt by [COMPANY] of an invoice for such Services. CONSULTANT agrees to submit an invoice for Services to [COMPANY] no more frequently than one time per month.

6. The Hourly Compensation Rate does not include expenses. [COMPANY] shall reimburse CONSULTANT for all reasonable living and transportation expenses incurred in response to a request by [COMPANY] for CONSULTANT to travel. Reimbursement shall be made directly to CONSULTANT within 30 days of receipt by [COMPANY] of a request from CONSULTANT for reimbursement, which request shall include original receipts.

7. Any request by CONSULTANT for additional payment, above and beyond payment for Services and/or the living and transportation expenses recognized in Paragraph 6, shall be considered by [COMPANY] upon presentation to [COMPANY] of an invoice, including an itemized bill describing the requested reimbursable costs incurred by CONSULTANT in relation to this Agreement.

8. CONSULTANT shall maintain true and correct records for time spent fulfilling obligations under this Agreement and all transactions related thereto. CONSULTANT shall retain all such records for at least twenty-four (24) months after termination of this Agreement.

NO CONFLICT OF INTEREST

9. CONSULTANT acknowledges that no prior or existing relationships exist which would prevent CONSULTANT from entering into and fulfilling all obligations under this Consulting Agreement.

10. CONSULTANT shall not disclose to [COMPANY] any information, suggestion, product, product development, or process with respect to which CONSULTANT is under any actual or implied duty to any third party to keep secret or to advise, suggest, or develop such information, and nothing in this Agreement shall impose an obligation on CONSULTANT to act contrary to any such actual or implied duty to others. [COMPANY] shall be free to use all information that is disclosed by CONSULTANT to [COMPANY] without any further obligation to CONSULTANT.

11. [COMPANY] wishes to avoid any possibility of conflict arising in the future. Therefore, if any specific project(s) brought to the attention of CONSULTANT by [COMPANY] pose(s) a potential conflict of interest, CONSULTANT will immediately advise [COMPANY] and [COMPANY] shall not request Services on those specific projects. Likewise, if any specific project(s) brought to the attention of CONSULTANT by another pose(s) a potential conflict of interest with respect to this Agreement, CONSULTANT will either decline the other project or immediately advise [COMPANY] of the possibility of a conflict.

CONFIDENTIAL INFORMATION

12. [COMPANY] shall disclose confidential information to CONSULTANT directly or indirectly, with or without notice of its confidential nature. Accordingly, CONSULTANT agrees to hold all information disclosed to CONSULTANT by [COMPANY] in confidence and neither disclose the same to others nor use the same for any purpose other than as provided herein without the written permission of [COMPANY]. Upon request, CONSULTANT will return to [COMPANY] all written information supplied to CONSULTANT by [COMPANY], or generated by CONSULTANT on behalf of [COMPANY], including all copies thereof.

13. CONSULTANT agrees that all technical information, including any reports, relating to the Field developed by CONSULTANT in connection with Services under this Agreement, shall be the property of [COMPANY] and subject to the confidentiality and nonuse provisions set forth herein.

14. The duty of confidentiality and nonuse shall not apply to any information disclosed to CONSULTANT by [COMPANY] which, through no act or failure to act on the part of CONSULTANT:

    (i) is or becomes public information,
    (ii) CONSULTANT has in its possession at the time of disclosure by [COMPANY],
    (iii) is furnished to CONSULTANT by a third party without restriction on disclosure,
    (iv) is developed by or for CONSULTANT outside the scope of this Agreement, or
    (v) CONSULTANT has an obligation to disclose under law, including but not limited to those promulgated by the FDA, SEC and/or USPTO, provided [COMPANY] is given a reasonable opportunity to review the planned disclosure and discuss the need for such.

INVENTIONS

15. Any invention, discovery and improvement, patentable and unpatentable, that arises out of Services provided by CONSULTANT under this Agreement and for which CONSULTANT is an inventor or coinventor, as determined under U.S. patent law, and that is uniquely related to [COMPANY] such that it does not have broadly applicability ("Inventions"), shall belong to [COMPANY].

16. CONSULTANT shall promptly and fully disclose all Inventions to [COMPANY] and cooperate with [COMPANY] or with its attorneys as may be reasonably required in order to obtain patent and copyright protection therefor, including the signing of any proper affidavits, applications and the like. Furthermore, CONSULTANT agrees to assign any and all property rights, including all patent rights and all copyrights in materials related to an Invention, domestic and foreign, resulting therefrom to [COMPANY].

OTHER PROVISIONS

17. In performing Services for [COMPANY] pursuant to this Agreement, CONSULTANT shall be acting in the capacity of an independent contractor to [COMPANY] and not as an employee of [COMPANY] or any of its subsidiaries or affiliated companies. Accordingly, although [COMPANY] shall specify the general nature of the work to be performed and the goals to be met, the details of performing such work and meeting such goals shall be determined by CONSULTANT.

18. The term of this Agreement shall be twelve (12) months from the Effective Date, unless terminated earlier or extended longer as may be mutually agreed upon by the parties in writing. Some provisions of this Agreement, including provisions of confidentiality, nonuse, and invention, shall survive termination of the Agreement.

19. Either party may terminate this Agreement for any reason upon not less than 30 days prior written notice delivered to the other.

20. This Agreement is personal to CONSULTANT and cannot be assigned.

21. Any amendment or modification to this Agreement shall be valid only if in writing and signed by both parties.

22. This Agreement will be governed by the laws of the State of [State], and, to the extent applicable, the laws of the United States of America, without regard to the place this Agreement is to be performed or where this Agreement was made. Any dispute arising under this Agreement that the parties cannot resolve by good faith discussion and negotiation shall be decided by binding arbitration, conducted according to the rules and guidelines of the American Arbitration Association.

Agreement to the foregoing is indicated by the signatures below:



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Tue Nov 29 06:58:35 2016