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CONSULTANT SERVICES AGREEMENT

Consulting Services Agreement

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This Consulting Services Agreement involves

IMARX THERAPEUTICS INC

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Title: CONSULTANT SERVICES AGREEMENT
Governing Law: Arizona     Date: 6/12/2008
Industry: Biotechnology and Drugs     Sector: Healthcare

CONSULTANT SERVICES AGREEMENT, Parties: imarx therapeutics inc
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Exhibit 10.3
     
    IMARX THERAPEUTICS, INC.      
    CONFIDENTIAL      
     
Consultant:
  Company’s Representative:
          Greg Cobb
       Bradford Zakes, President & CEO
 
       ImaRx Therapeutics, Inc.
Social Security Number or Employer I.D. #:
       1730 E. River Rd., Ste. 200
 
       Tucson, AZ 85718
 
   
CONSULTANT SERVICES AGREEMENT
Effective Date: June 12, 2008
This Consultant Services Agreement (hereinafter “Agreement”) is entered into by the above-referenced party (hereinafter “Consultant”) whose address is as shown above, and IMARX THERAPEUTICS, INC., a Delaware corporation (hereinafter the “Company”). Consultant and the Company are collectively designated herein as the “Parties” and the term “Party” shall mean either one of the Parties as the text may require.
The “Effective Date” of this Agreement is as shown above.
WHEREAS, Company requires a party such as Consultant to perform services as defined in Exhibit “A” hereto (the “Services”);
WHEREAS, Consultant represents that it is qualified to perform said Services and desires to perform said Services for and on behalf of the Company on the terms and conditions set forth herein;
NOW THEREFORE, for and in consideration of the foregoing and the promises, covenants, terms, conditions, and obligations hereinafter set forth, the Parties agree as follows:
I.   REPRESENTATIVE AND NOTICE . The Company’s Representative for the purposes of this Agreement shall be as shown above. All notices from Consultant to the Company shall be directed to the attention of the Company Representative at the Company’s address shown above.
 
II.   SCOPE OF SERVICES . The Services to be performed by Consultant pursuant to the terms and conditions of this Agreement shall include, but are not limited to, the work, activities and services set forth in Exhibit “A,” which Exhibit may be amended from time-to-time by written agreement of the Parties hereto.
 
III.   ASSIGNMENT AND DELEGATION . The Parties agree that the Services as defined herein are unique personal services that are to be performed only by Consultant.
 
IV.   COMPENSATION AND EXPENSES . Compensation for Services shall be as set forth in Exhibit “B,” which Exhibit may be amended from time-to-time by written agreement of the Parties hereto.
 
V.   DURATION OF SERVICES .
  1.   Consultant shall perform Services for the benefit of the Company from time to time or for such other period as shall be stated on Exhibit “A” hereto.

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    IMARX THERAPEUTICS, INC.      
    CONFIDENTIAL      
  2.   The Parties, by their mutual written consent, may extend the period for performing Services under this Agreement.
 
  3.   Unless otherwise provided for in the terms of any Exhibit attached hereto, either Party may terminate Consultant’s performance of Services by giving thirty (30) days advance written notice to the other Party.
 
  4.   The Company’s obligations under Section IV. COMPENSATION AND EXPENSES shall terminate upon expiration of the period stated in Exhibit A or upon termination by either Party of Consultant’s performance of the Services as provided in this Section V.
 
  5.   Except for Consultant’s obligation to perform Services, Consultant’s and Company’s obligations under sections III, X, XI, XII, and XIII shall survive expiration and/or termination of Consultant’s performance of Services.
VI.   COMPLIANCE WITH STATE AND FEDERAL LAWS. Consultant shall comply with all requirements of any applicable federal, national, state, or local law, rule or regulation. Consultant represents that it has all licenses or other authorizations required to enable it to perform Services hereunder in the jurisdiction where the Services are to be performed.
 
VII.   INDEPENDENT CONTRACTOR. Consultant is and shall be in the performance of Services hereunder an independent contractor.
 
VIII.   PROFESSIONAL RESPONSIBILITY.
  1.   Consultant agrees to provide, in connection with performance of all Services under this Agreement, the standards of care, skill, and diligence normally provided by competent professionals in the performance of services similar to that contemplated by this Agreement.
 
  2.   Consultant represents that it has no conflicts of interest in rendering professional services to the Company.
 
  3.   Consultant hereby certifies that he/she has not been debarred under Section 306(a) or Section 306(b) of the Federal Food, Drug and Cosmetic Act in connection with the Services to be performed for Company. If at any time after execution of this Agreement, Consultant is, or is in the process of being debarred, or is on any of the three (3) FDA restricted lists (Disqualified/Totally Restricted List for Clinical Investigators, Restricted List for Clinical Investigators, Adequate Assurances List for Clinical Investigators), Consultant hereby certifies that it will notify Company at once.
 
  4.   Consultant further certifies that within five (5) years preceding the Effective Date, Consultant has not been convicted of any offense required to be listed under Section 306(k)(2) of the Federal Food, Drug and Cosmetic Act.

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    IMARX THERAPEUTICS, INC.      
    CONFIDENTIAL      
IX. DEFINITION OF “CONFIDENTIAL INFORMATION” AND “INTELLECTUAL PROPERTY .”
  1.   “Confidential Information” shall mean:
  (a)   any and all Intellectual Property or information whether business, financial, technical or otherwise, of any type whatsoever, in any form whatsoever, which is (i) proprietary to the Company; or (ii) submitted or disclosed to the Company by a third party.
 
  (b)   Confidential Information (whether or not reduced to writing and in any and all stages of development) includes, but is not limited to: discoveries, ideas, inventions, designs, formulas, test results, test procedures, protocols, concepts, drawings, specifications, techniques, models, data, software, research, processes, procedures, works of authorship, formulas, improvements, trade secrets, know-how, marketing plans and supplies, product plans, customer names (and other information relating to customers), supplier names (and other information relating to suppliers), and financial information.
 
  (c)   Confidential Information shall not include anything that is publicly known or generally employed by the trade at or after the Effective Date of this Agreement.
  2.   “Intellectual Property” shall mean, with

 
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