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Exhibit
10.2
CONSULTING
AGREEMENT
THIS
CONSULTING AGREEMENT (this “Agreement”), made, entered into, and effective this
7th day of
March, 2005 (the “Effective Date”), by and between RAVI POTTAHIL, Ph.D. and
INDIRA POTTAHIL, Ph.D., each, an individual having an address at 8806 Cliffridge
Avenue, La Jolla, California 92307 (each, a “Consultant” and together, the
“Consultants”), and GRANT LIFE SCIENCES, INC., a Nevada corporation with its
principal place of business in Murray, Utah (hereinafter referred to as the
“Corporation”).
W
I T N E S S E T H:
WHEREAS, the
Corporation desires to retain Consultants’ services under a consulting
agreement; and
WHEREAS, each
Consultant desires to provide such consulting services for the Corporation as an
independent contractor, with the understanding that each shall not be required
to devote each of their full time to the business of the Corporation and shall
be free to pursue other personal and business interests.
NOW,
THEREFORE, in
consideration of the premises, the mutual covenants of the parties herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by each of the parties hereto, it is agreed as
follows:
1. CONSULTING
ARRANGEMENT. The
Corporation hereby contracts for the services of Consultants and Consultants
agree to perform such duties and responsibilities and to render advice and
consulting as may be requested by the Corporation from time to time during the
term of this consulting arrangement in connection with the Corporation’s
business (“Consulting Arrangement”). Said consulting services shall include, but
not be limited to,
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1. |
Technology
Transfer of manufacturing process and know how for manufacturing of Rapid
Test Strips. |
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2. |
Technology
Transfer of manufacturing process and know how for manufacturing of
Colloidal Gold Suspensions |
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3. |
Support
in Development, Validation, Safety, Manufacturing, Quality Control,
Dispensing, Kitting and Packing, of products licensed. (specifically as
outlined in the AccuDx “Development and Manufacturing
Overview”) |
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4. |
Maintenance
of the relationship with AccuDx, Inc. (“AccuDx”) to support the
aforementioned activities. |
Consultants
shall use their best efforts to keep the Corporation informed of all corporate
business opportunities which shall come to each of their attention and appear
beneficial to the Corporation’s business so that the Corporation can obtain the
maximum benefits from Consultants’ knowledge, experience, and personal
contacts.
2. RELATIONSHIP
BETWEEN PARTIES. During
the term of the Consulting Arrangement, each of the Consultants shall be
employed by AccuDx, Inc. and shall be deemed to be independent contractors of
the Corporation. Each Consultant shall be free to devote each of their time,
energy and skill to any such person, firm or company as each deems advisable
except to the extent each is obligated to devote each of their time, energy and
skill to the Corporation pursuant to the terms of this Agreement. Consultants
shall not be considered as
having an
employee status vis-à-vis the Corporation, or by virtue of the Consulting
Arrangement being entitled to participate in any plans, arrangements or
distributions by the Corporation pertaining to or in connection with any
pension, stock, bonus, profit sharing, welfare benefits, or similar benefits for
the regular employees of the Corporation. The Corporation shall not withhold any
taxes in connection with the compensation due Consultants hereunder, and
Consultants will be responsible for the payment of any such taxes and hereby
agrees to indemnify the Corporation against nonpayment thereof.
3. TERM
OF CONSULTING ARRANGEMENT. The
Consulting Arrangement shall begin effective as of the Effective Date of this
Agreement and shall continue for a period of twenty-seven (27) months, until
April 5, 2008 (the “Consulting Period”); provided, however, that if and to the
extent either of the Consultants does not remain an employee of AccuDx, the
Corporation may terminate the Agreement.
4. COMPENSATION
FOR THE CONSULTING ARRANGEMENT. Consultants
shall be entitled to receive $150,000 worth of common stock of the Corporation
(the “Share Value”), par value $.001 per share which is to be registered on Form
S-8 in the name of Ravi Pottahil, of which one-third shall be issued six months
from the date hereof, one-third shall be issued 12 months from the date hereof
and one-third shall be issued 18 months from the date hereof. The number of
shares received shall equal the Share Value divided by the average price of the
common stock during the fifteen (15) trading days prior to the date hereof;
provided, however, that the Consultants shall not receive more than 310,000
shares of the common stock of the Corporation.
Pursuant
to Article 3, if either of the Consultants shall leave AccuDx prior to the end
of Consulting Period, Ravi Pottahil shall return to the Corporation a pro rata
portion of the Shares equal to the balance of the Consulting Period.
5. CONFIDENTIALITY
COVENANTS.
5.1 Acknowledgments
by the Consultants. Each of
the Consultants acknowledges that (a) during the Consulting Period and as a part
of the Consulting Arrangement, each Consultant will be afforded access to
Confidential Information (as defined below); (b) public disclosure of such
Confidential Information could have an adverse effect on the Corporation and its
business; (c) because the Consultants possess substantial technical expertise
and skill with respect to the Corporation’s business, the Corporation desires to
obtain exclusive ownership of each Consultant Invention (as defined below), and
the Corporation will be at a substantial competitive disadvantage if it fails to
acquire exclusive ownership of each Consultant Invention; (d) the provisions of
this Section 5 are reasonable and necessary to prevent the improper use or
disclosure of Confidential Information and to provide the Corporation with
exclusive ownership of all Consultant Inventions.
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5.2 Agreements
of the Consultant. In
consideration of the compensation and benefits to be paid or provided to the
Consultants by the Corporation under this Agreement, each of the Consultants
covenants as follows:
(a) Confidentiality.
(i) During
and following the Consulting Period, the Consultant will hold in confidence the
Confidential Information and will not disclose it to any person except with the
specific prior written consent of the Corporation or except as otherwise
expressly permitted by the terms of this Agreement.
(ii) Any trade
secrets of the Corporation will be entitled to all of the protections and
benefits under any applicable law. If any information that the Corporation deems
to be a trade secret is found by a court of competent jurisdiction not to be a
trade secret for purposes of this Agreement, such information will,
nevertheless, be considered Confidential Information for purposes of this
Agreement. The Consultant hereby waives any requirement that the Corporation
submit proof of the economic value of any trade secret or post a bond or other
security.
(iii) None of
the foregoing obligations and restrictions applies to any part of the
Confidential Information that the Consultant demonstrates was or became
generally available to the public other than as a result of a disclosure by the
Consultant.
(iv) The
Consultant will not remove from the Corporation’s premises (except to the extent
such removal is for purposes of the performance of the Consultant’s duties at
home or while traveling, or except as otherwise specifically authorized by the
Corporation) any document, record, notebook, plan, model, component, device, or
computer software or code, whether embodied in a disk or in any other form
(collectively, the “Proprietary Items”). The Consultant recognizes that, as
between the Corporation and the Consultant, all of the Proprietary Items,
whether or not developed by the Consultant, are the exclusive property of the
Corporation. Upon termination of this Agreement by either party, or upon the
request of the Corporation during the Consulting Period, the Consultant will
return to the Corporation all of the Proprietary Items in the Consultant’s
possession or subject to the Consultant’s control, and the Consultant shall not
retain any copies, abstracts, sketches, or other physical embodiment of any of
the Proprietary Items.
(b) Consultant
Inventions. Each
Consultant Invention will belong exclusively to the Corporation. The Consultant
acknowledges that all of the Consultant’s writing, works of authorship, and
other Consultant Inventions are works made for hire and the property of the
Corporation, including any copyrights, patents, or other intellectual property
rights pertaining thereto. If it is determined that any such works are not works
made for hire, the Consultant hereby assigns to the Corporation all of the
Consultant’s right, title, and interest, including all rights of copyright,
patent, and other intellectual property rights, to or in such Consultant
Inventions. Each Consultant covenants that each will promptly:
(i) disclose
to the Corporation in writing any Consultant Invention;
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