THIS AGREEMENT is effective
as of [date] by and between [Company] Corporation ("[Company]"),
[address], and Petr Kuzmic, Ph.D. ("Dr. Kuzmic"),
BioKin Ltd., 15 Main Street. Suite 232, Watertown,
1. Consultancy. [Company] hereby retains
Dr. Kuzmic, and Dr. Kuzmic hereby accepts such retention, commencing
as of the date of this Agreement and continuing for one (1) year
2. Services. Dr. Kuzmic shall serve as a
consultant to [Company] and its subsidiaries and affiliates in
the field of computational enzyme kinetics and drug discovery
3. Compensation. [Company] will pay Dr. Kuzmic
a fee of $350.00 per hour for the consulting services requested and
performed under this Agreement. Dr. Kuzmic's invoices detailing
the services rendered pursuant to this Agreement should be sent
to [Contact] at [Company], and payments will be made within thirty
(30) days of [Contact's] receipt of such invoices. In addition,
[Company] will reimburse Dr. Kuzmic for his reasonable expenses
approved in advance by [Company].
4. Outside Employment.
(a) During the term of this Agreement Dr. Kuzrnic
may be engaged by one or more other institutions. Dr. Kuzmic
represents that he is not and shall not become a party to any
agreement which conflicts with the duties hereunder. Dr. Kuzmic
shall use best efforts to segregate work done under this Agreement
from work at any such other institution, or done with Government
funding, so as to minimize any questions of disclosure or ownership
of rights under any Inventions or Confidential Information. [Company]
may terminate this Agreement if in its sole opinion the performance
of such work will conflict with its interests.
(b) Dr. Kuzmic shall not disclose to [Company] any inventions,
trade secrets, or other infon-nation of third parties that Dr.
Kuzmic does not have the right to disclose and that [Company]
is not free to use without liability.
(a) "Invention" shall mean and refer to
any composition of matter, device, process, treatment, or improvement
thereof discovered, created, made, conceived, or reduced to practice
("Invented") by Dr. Kuzmic, whether patentable or not,
during the term of this Agreement and which: (i) was Invented
with the equipment, supplies, Facilities, or Confidential Information
of [Company] or those acting on its behalf, or (ii) was
Invented by Dr. Kuzmic while performing services for [Company],
or (ifi) resultedfrom any work performed by Dr. Kuzniic for [Company]
under this Agreement.
(b) [Company] shall own all right, title and interest
in any Invention. Dr. Kuzmic shall promptly, and without royalty
but at [Company] expense: (i) disclose to [Company] all information
with respect to any Inventions, (ii) execute all applications,
assignments, and other instruments and do such other acts that
[Company] may deem necessary to obtain and maintain patents, copyrights,
and similar rights anywhere in the world, and (iii) provide [Company]
evidence needed in any legal proceedings regarding the Invention.
6. Confidentiality. (a) During the term of
this Agreement and any subsequent extensions, and for a period
of three (3) years thereafter, Dr. Kuzmic will not disclose any
[Company] Confidential Information as defined herein without the
prior written consent of [Company]. As used in this Agreement,
"Confidential Information" shall mean all data, technical
information, commercial and research strategies, trade secrets,
and know-how disclosed by [Company] to Dr. Kuzniic, directly or
indirectly, whether in writing or orally except for such information
and know-how that: (i) can be shown by contemporaneous documentation
to have been in Dr. Kuzmic's possession prior to disclosure by
[Company]; (ii) at the time of disclosure hereunder is, or thereafter
becomes, through no fault of Dr. Kuzmic, part of the public domain;
or (iii) is fumished to Dr. Kuzmic by a third party after the
time of disclosure hereunder without the breach of any duty to
(b) Dr. Kuzmic shall not use any Confidential Information
except for the purposes of this Agreement unless [Company] shall
otherwise agree in writing. Dr. Kuzrnic may disclose Confidential
Information only to employees or agents who have a need to know
the Confidential Information for the purposes of this Agreement
and who are bound in writing to maintain the secrecy of the Confidential
Information and assign to [Company] any Inventions which they
(c) Dr. Kuzmic shall keep separate and segregated
from other work all documents, records, notebooks, correspondence,
deposits of microorganisms, cells or parts thereof, cell lines,
parts and progeny thereof, and all products made thereby, arising
from the work under this Agreement. All right, tide, and interest
therein shall belong to [Company], and upon expiration or termination
of this Agreement, all such documents and material, including
copies thereof, whether prepared by Dr. Kuzniic or others, will
be delivered to [Company].
(d) Dr. Kuzmic may lecture upon, disseminate, and
publish under Dr. Kuzmic's own name scientific papers arising
from the work done in the course of performance of services for
[Company] hereunder, but only upon the prior written approval
of [Company]. [Company] will not unreasonably withhold its approval
provided Confidential Information will not be disclosed thereby.
Appropriate credit will be given to [Company] in any publication.
7. Notice. Any notice to [Company] shall
be addressed as follows or as shall be specified by a party in
If to [Company]:
With a copy to: [Name], Legal Department
If to Dr. Kuzmic:
Petr Kuzmic, Ph.D.
15 Main St. Suite 232
Watertown MA 02472
8. Amendment, Termination and Survival. This
Agreement may be amended or renewed only with the written agreement
of both parties. This Agreement may be terminated by either party
upon thirty (30) days written notice to the other party. The
terms and obligations of Sections 5 and 6 shall survive termination
of this Agreement for any reason whatsoever. If Dr. Kuzmic breaches
any material term of this Agreement [Company] may, in addition
to any other remedy, immediately terminate Dr. Kuzmic's services
by notice to Dr. Kuzmic by letter, facsimile, telephone call,
in person, or other reasonable means by any officer or agent of
[Company], and [Company] shall not be obligated to make any further
payments to Dr. Kuzmic after the date of any such notice of termination.
9. Assignment and Governing Law. This Agreement
and any rights under it may not be assigned by Dr. Kuzmic, nor
may Dr. Kuzmic delegate any duties or subcontract any work without
[Company]'s prior written consent. Any unauthorized attempt to
assign, delegate or subcontract shall be void. This Agreement
shall be governed by the,laws of the State of California.
10. Not an Employee. Dr. Kuzmic is an independent
contractor and is not an employee or agent of [Company]. Dr.
Kuzmic shall not be entitled to any 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
11. Waiver and Severability. No waiver of
any of the provisions of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, whether or not similar,
nor shall any waiver constitute a continuing waiver. No waiver
shall be binding unless executed in writing by the party making
the waiver. If any provision of this Agreement becomes or is
deemed to be invalid, illegal or unenforceable, the parties shall
meet to discuss such provision. If such provision cannot be amended
without materially altering the intention of the parties, it shall
be deleted and the remainder of the Agreement and the related
documents pursuant hereto shall remain in full force and effect.
In the event of a conflict between the provisions in the body
of this Agreement and any attachments, the ten-ns in the body
of this Agreement will control.
12. 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.
IN WITNESS THEREOF, the parties have executed this Agreement
as of the date first written above.