EXHIBIT 10.11
ADVISORY BOARD CONSULTING AGREEMENT
PAUL COUSSENS, PH.D.
(and)
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 ”).
1.
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 .
2.
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.
3.
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.
4.
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.
5.
Proprietary Information and Assignment of
Inventions .
(a)
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
