Exhibit 10.3
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IMARX THERAPEUTICS, INC.
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CONFIDENTIAL
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Consultant:
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Company’s Representative: |
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Greg
Cobb
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Bradford Zakes, President &
CEO |
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ImaRx
Therapeutics, Inc. |
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Social Security
Number or Employer I.D. #:
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1730 E.
River Rd., Ste. 200 |
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Tucson,
AZ 85718 |
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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:
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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. |
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| II. |
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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. |
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| III. |
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ASSIGNMENT AND DELEGATION . The Parties agree that the
Services as defined herein are unique personal services that are to
be performed only by Consultant. |
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| IV. |
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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. |
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| V. |
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DURATION OF SERVICES . |
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1. |
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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.
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CONFIDENTIAL
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2. |
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The Parties, by their mutual written consent, may extend the
period for performing Services under this Agreement. |
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3. |
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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. |
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4. |
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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. |
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5. |
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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. |
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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. |
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INDEPENDENT CONTRACTOR. Consultant is and shall be in
the performance of Services hereunder an independent
contractor. |
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| VIII. |
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PROFESSIONAL RESPONSIBILITY. |
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1. |
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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. |
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2. |
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Consultant represents that it has no conflicts of interest in
rendering professional services to the Company. |
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3. |
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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. |
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4. |
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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.
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CONFIDENTIAL
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DEFINITION OF “CONFIDENTIAL INFORMATION” AND
“INTELLECTUAL PROPERTY .” |
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“Confidential Information” shall mean: |
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(a) |
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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. |
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(b) |
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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. |
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(c) |
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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. |
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2. |
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“Intellectual Property” shall mean, with |
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