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,
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
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
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
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.
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
(iii) is furnished to CONSULTANT by a third party without restriction
(iv) is developed by or for CONSULTANT outside the scope of this
(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.
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].
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: