Exhibit 4.5
CONSULTING
AGREEMENT
CONSULTING AGREEMENT
dated as of June 1, 2006 (this `Agreement”), by and between
VIRAL GENETICS, INC., (the “Company”), and MARTIN ERIC
WEISBERG (the “Consultant”).
WHEREAS, the Company
is a public company; and
WHEREAS, the
Consultant has extensive expertise in all aspects in advising
public companies regarding how to manage their compliance issues
and public relations; and
WHEREAS, the Company
desires to retain the Consultant to provide the Services to the
Company, and the Consultant desires to provide the Services to the
Company, upon the terms, provisions and conditions set forth in
this Agreement.
NOW, THEREFORE, in
consideration of these premises and other good and valuable
consideration, the receipt and legal sufficiency of which is hereby
acknowledged, the parties, intending to be legally bound, hereby
agree as follows:
1.
Engagement . The Company hereby
retains the Consultant to provide the Services to the Company
during the Consulting Period (as hereafter defend) and the
Consultant hereby agrees to provide the Services to the Company
during the Consulting Period, all upon the terms, provisions and
conditions contained in this Agreement.
2.
Services .
(a)
The services to be provided by the Consultant shall
consist of advising the Company regarding its compliance issues and
public relations (collectively, the
“Services”).
(b)
The Company acknowledges and agrees that the
Consultant shall not be required to expend any specific amount of
time in providing the Services and the Consultant has not
guaranteed or made any representation or warranty as to the results
of the Services or the impact that the Services may have on the
business, operations, prospects or condition or the
Company.
3.
Consulting Period . The term of the engagement of the Consultant shall commence
on the date of this Agreement, and shall continue for a period of
twelve (12) months (the “Consulting
Period”).
(a)
The parties acknowledge that the Company’s
present financial condition and limited cash resources prevents the
Company from paying the Consultant on a current basis in
cash.Accordingly it is agreed, as full consideration for the
performance of the Services, the Consultantshall be granted and
issued 500,000 shares of the Company’s common stock (the
“Shares”).
(b)
The Shares will be registered by the Company on a registration
statement on Form S-8 (or any ______________ to that Form), as
promptly as possible after the date hereof. The Company shall be
responsible for all costs related to the registration
statement.
5.
Expense Reimbursement
. Unless previously approved by the Company in
writing, the Consultant shall not be entitled to reimbursement from
the Company for any costs or expenses incurred by the Consultant in
connection with this Agreement or providing the Services to the
Company, and the Consultant shall be responsible for the payment of
all such costs and expenses.
6.
Relationship of the Parties
. This Agreement is between two (2) independent
contracting entities and nothing herein shall constitute or create
an employer-employee relationship, a partnership, a joint venture
or any other joint enterprise between the parties. The Consultant
will not have the right to obligate or legally bind the Company and
will not hold itself out to any third party as having the right to
do so.
7.
Confidential Information
.
(a)
Confidentiality .
During the Consulting Period and thereafer, the Consultant shall
not: (i) disclose any Confidential Information (as such term is
hereinafter defend); (ii) act so as to impair the confidential or
proprietary nature of any such Confidential Information; or (iii)
offer or agree to, or cause or assist in the inception or
continuation of any such disclosure or impairment of any such
Confidential Information, unless consented to in writing by the
Company. For purposes hereof, the term “Confidential
Information” shall mean any and all of the following
(regardless of the medium in which maintained or stored)
confidential or proprietary information or material not in the
public domain about or relating to any aspect of the business
activities, plans, prospects or strategies or the Company. In the
event that the Consultant becomes legally required to disclose any
Confidential Information, he shall, to the extent practicable and
legal, will provide the Company with prior written notice thereof
so that the Company may seek a protective order or other
appropriate remedy. In the event that such protective order or
other remedy is not obtained, the Consultant shall only disclose
that portion of the Confidential Information which the Consultant
reasonably believes is legally required to be disclosed. If
requested by the Company, the Consultant will, to the extent doing
so will not subject the Consultant to possible liability, at the
Company’s sole cost and expense, cooperate with the
reasonable efforts of the Company to obtain a protective order or
other reliable assurance that confidential treatment will be
accorded the Confidential Information to be disclosed by the
Consultant disclosed. For purposes hereof Confidential Information
shall not include any information (i) that is publicly known at the
time of its disclosure other than through a breach of this
Agreement by the Consultant; (ii) is lawfully received by the
Consultant from a third party; (iii) was already known by the
Consultant prior to its disclosu
