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Exhibit 10.28
CONSULTING AGREEMENT
This Consulting Agreement (“Agreement”) is made and
entered into as of November 15, 2007 by and between BioLife
Solutions, Inc., a Delaware (the “Company”), and
Roderick de Greef (“Consultant”). In
consideration of the mutual promises contained herein, the parties
agree as follows:
1.
SERVICES AND COMPENSATION
(a)
Consultant will provide oversight of the Company’s financing
activities, internal accounting functions and SEC reporting, and
assist in the search for, and reviewing, strategic alternatives, on
a part-time basis (up to 80 hours per month on an as needed basis),
effective as of July 1, 2007 (since Consultant was effectively
serving the Company in such capacity since such date).
(b)
For the Services, the Company shall pay Consultant $10,000 (ten thousand dollars) per calendar month.
In addition, the Company shall reimburse Consultant for any
office and travel expenses incurred by Consultant in carrying out
the Services. Company will make two monthly payments of
$5,000 (five thousand dollars) on the 1 st and the 15
th of each month.
(c)
Consultant acknowledges and agrees that Consultant will be an
independent contractor of the Company and not an employee.
2.
CONFIDENTIALITY
(a)
“Confidential Information” means any Company
proprietary information, technical data, trade secrets or know-how,
including, but not limited to, research, product plans, products,
services, developments, inventions, processes, formulas,
technology, designs, engineering or other business information
disclosed by the Company either directly or indirectly.
(b)
Consultant will not, during or subsequent to the term of this
Agreement, use the Company's Confidential Information for any
purpose whatsoever other than the performance of the Services on
behalf of the Company or disclose the Company's Confidential
Information to any third party without the Company's prior express
written consent, and it is understood that said Confidential
Information shall remain the sole property of the Company.
Confidential Information does not include information (i)
which is known to Consultant at the time of disclosure to
Consultant by the Company as evidenced by written records of
Consultant, (ii) has become publicly known and made generally
available through no wrongful act of Consultant, or (iii) has been
rightfully received by Consultant from a third party who is
authorized to make such disclosure.
(c)
Consultant agrees that Consultant will not, during the term of this
Agreement, improperly use or disclose any proprietary information
or trade secrets of any person or entity with which Consultant has
an agreement or duty to keep in confidence, if any, and that
Consultant will not bring onto the premises of the Company any
unpublished document or proprietary information belonging to such
person or entity unless consented to in writing by such person or
entity.
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(d)
Consultant recognizes that the Company has received and in the
future will receive from third parties their confidential or
proprietary information subject to a duty on the Company's part to
maintain the confidentiality of such information and to use it only
for certain limited purposes. Consultant agrees that
Consultant owes the Company and such third parties, during the term
of this Agreement and thereafter, a duty to hold all such
confidential or proprietary inform
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