ADVISORY BOARD CONSULTING AGREEMENT
PAUL COUSSENS, PH.D.
HEPALIFE TECHNOLOGIES, INC.
June 1, 2007
THIS HEPALIFE TECHNOLOGIES, INC., ADVISORY BOARD CONSULTING AGREEMENT (“ Agreement ”) is made effective as of June 1, 2007 (“ Effective Date ”), by and between HepaLife Technologies, 60 State Street, Suite 700, Boston, MA 02109 (“HepaLife”) and Paul Coussens, Ph.D., 511 Westmoreland, Lansing, MI 48915, an individual acting as an independent contractor to HepaLife (“ Consultant ”).
Background . HepaLife desires to retain the services of Consultant on HepaLife’s Advisory Board to provide primarily general advice on current standard practices and trends in Consultant’s area of expertise and from time-to-time in a consulting capacity with respect to certain activities or specific projects as described in this Agreement or as may be required, and Consultant is willing so to act .
Description of Services . HepaLife hereby retains Consultant as a member of the Advisory Board of, and a Consultant to, HepaLife, and Consultant hereby agrees to act as a member of HepaLife’s Advisory Board and attend meetings of HepaLife’s Advisory Board either telephonically, online, or in person.
The Consultant will be engaged by HepaLife as a Consultant for the exchange of strategic and business development ideas, scientific evaluation, technical opinion, and input specific to Consultant’s expertise.
Consultant will provide for the equivalent of approximately 8 hours per month of his time for the services describes in this Agreement.
Consultant’s relationship with HepaLife shall be that of an independent contractor and not that of an employee.
Accordingly, Consultant will not be eligible for any employee benefits, nor will HepaLife make deductions from payments made to Consultant for taxes, which shall be solely Consultant’s responsibility. Consultant shall have no authority to enter into contracts which bind HepaLife or create obligations on the part of HepaLife.
Unless otherwise agreed to and approved by HepaLife, Consultant will not publicly disclose information relating to HepaLife’s affairs and at no time, shall express public opinion with respect thereto unless where public disclosure is required in order to comply with applicable law.
From time to time and as may be required, Consultant may be asked by HepaLife to participate in media presentations, scientific seminars, meetings, and other public and/or private discourse.
Consultant acknowledges and understands that Advisory Board members are publicly disclosed and highlighted in HepaLife’s filings and submissions to the U.S. Securities and Exchange Commission (SEC), financial statements, printed and electronic literature, and where appropriate, by way of press release and newswire presentations. Company acknowledges that Consultant may similarly publicly disclose his role.
Term and Expiration . This Agreement shall become effective as of the Effective Date and shall remain in effect for one (1) year. This Agreement shall renew annually at the anniversary of the expiration of the Initial Term (12 months from the Effective Date unless either party gives written notice of its intention not to renew the term of this Agreement by providing thirty (30) days prior notice. Either Consultant or HepaLife may terminate this Agreement at any time by giving the other party thirty (30) days prior written notice of termination, and such termination shall not affect the Consultant’s continuing obligations to the Company under Section 5.
Consideration . As full consideration for the Consultant Service provided hereunder, HepaLife agrees to pay Consultant $200 per hour to a maximum of $1,500 per day, payable in US Dollars by way of bank wire transfer or check.
HepaLife further agrees to fully reimburse Consultant for all pre-approved expenses incurred by Consultant in order to provide Consulting Services, including but not necessarily limited to travel, communications, accommodation, and other such necessary expenditures. Under the terms of this agreement, extraordinary expenses, entertainment and travel time are non-billable items except where agreed-to by HepaLife and Consultant.
Proprietary Information and Assignment of Inventions .
Confidentiality of Proprietary Information . Consultant is not obligated to receive Proprietary Information (as defined below), however Consultant understands and agrees that all Proprietary Information shall be the sole property of HepaLife and its assigns, including all business and market intelligence, research data, trade secrets, patents, copyrights and other rights in connection therewith. Consultant will hold in confidence and not directly or indirectly use or disclose to any third parties, both during Consultant’s consulting relationship with HepaLi