Exhibit 10.3
CONSULTING AGREEMENT
This CONSULTING AGREEMENT (this "Agreement") is made this 1st day
of
September, 2007, between Enox Biopharma Inc., a Nevada, USA
corporation (the
"Company"), and NRD Solutions, a consulting service company (the
"Consultant").
W I T N E S E T H:
WHEREAS, the Consultant desires to render consulting services to
the
Company and the Company desires to retain the Consultant for the
purpose of
rendering such services pursuant to the terms and conditions of
this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
promises
contained herein and for other good and valuable consideration, the
receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
ARTICLE I.
APPOINTMENT
1.1. APPOINTMENT. The Company hereby appoints the Consultant, and
the
Consultant hereby accepts such appointment, to serve as a
consultant to the
Company and to perform such services as may be required from time
to time by the
Company during the Term, as hereinafter defined, pursuant to the
terms and
conditions of this Agreement.
1.1. Consulting Services. The Consultant shall perform the services
set
forth in Schedule 1.2 or as otherwise requested by the Company from
time to time
during the Term (the "Services"). The Consultant agrees to use his
best efforts
to accommodate the Company in the performance of such requested
Services
regarding the timing, nature and scope thereof.
ARTICLE 2.
TERM
Subject to earlier termination of the appointment of the Consultant
in
accordance herewith, the initial term of this Agreement shall
commence on the
date hereof and end on the date twelve (12) months following the
date hereof
and, thereafter, the term of this Agreement shall automatically
renew for
successive ninety (90) day periods unless either party gives notice
of
non-renewal to the other party at least thirty (30) days prior to
the expiration
of the initial twelve-month period (the "Initial Term") or any
subsequent
one-month period (the "Term").
ARTICLE 3.
COMPENSATION; EXPENSES
3.1. Compensation. The Company agrees to pay the Consultant for the
rendering of the Services at the rate of one thousand dollars
($1,000.00) for
each month of consulting during the term of this agreement (the
"Base Consulting
Fee").
3.2. Business Expenses. The Company will reimburse the Consultant
for all
reasonable out-of-pocket business expenses incurred by the
Consultant up to
$300.00 per month, in accordance with the then applicable Company
policy and
procedures therefor, in performing the Services hereunder during
the Term (the
"Business Expenses"); provided, that, the Consultant shall receive
from the
Company prior approval for such expenses and promptly submit
itemized invoices
therefor and any other supporting documentation reasonably
requested by the
Company. Subject to this Section 3.2, it is understood that
business expenses
will include reasonable travel expenses. The Consultant will use
best efforts to
minimize out-of-pocket expenses where possible.
3.3 Best Efforts. The Consultant's services with the Company shall
be part
time and the Consultant shall devote his best efforts and business
time to the
performance of his duties and responsibilities as set forth in this
Agreement,
which duties and responsibilities shall be performed competently,
carefully and
faithfully. Subject to Section 6.1, it is understood and agreed
that the
provisions of this Agreement shall not be construed to prevent the
Consultant
from (a) investing or trading in securities for his own account;
provided, that
such investment activity does not impair the full and faithful
performance by
the Consultant of his duties and responsibilities hereunder, or
otherwise
violate any other term of this Agreement or (b) engaging in the
activities set
forth in Schedule 1.2; provided, that such activities do not
interfere with the
performance by the Consultant of his duties and responsibilities as
set forth
herein.
ARTICLE 4.
OWNERSHIP OF MATERIALS AND INVENTIONS
4.1. Ownership. (a) All Materials (as defined in Section 4.2) shall
be the
sole and exclusive property of the Company. The Consultant shall
assign, and
does hereby assign, to the Company all of his right, title and
interest in and
to the Materials, if any. Upon the request of the Company, the
Consultant shall
execute, acknowledge and deliver promptly to the Company such
documents in form
and substance satisfactory to the Company, and shall do such other
acts, as may
be necessary or desirable in the discretion of the Company, to
secure, maintain
and enforce the Company's rights in and to the Materials. With
respect to any
Invention (as defined in Section 4.2) made or conceived by the
Consultant in
connection with any of the Services, the Consultant shall assign,
and does
hereby assign, to the Company all of his right, title and interest
in and to any
such Invention and all Intellectual Property Rights (as defined in
Section 4.2)
relating thereto, if any. Consultant acknowledges and agrees that
the disclosure
of Confidential Information to Consultant does not confer upon
Consultant any
license, interest or rights of any kind in the Confidential
Information.
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Consultant may use the Confidential Information solely for the
benefit of the
Company while Consultant is retained by the Company. Except in the
performance
of services for the Company, Consultant will hold in confidence and
not
reproduce, distribute, transmit, reverse engineer, decompile,
disassemble, or
transfer, directly or indirectly, in any form, by any means, or for
any purpose,
the Confidential Information or any portion thereof. Upon the
request of the
Company, the Consultant shall execute, acknowledge and deliver
promptly to the
Company such documents in form and substance satisfactory to the
Company, and
shall do such other acts, as may be necessary or desirable in the
discretion of
the Company, to obtain, maintain, enforce and protect all
Intellectual Property
Rights relating to any such Invention and to vest in the Company
the exclusive
right, title and interest thereto. In the event the Consultant is
unable or
unwilling for any reason to execute, acknowledge or deliver any
written
documents pursuant to this Section 4.1, the Consultant hereby
appoints the
Company's President, or such officer's duly appointed agent, as the
Consultant's
attorney-in-fact to execute, acknowledge and deliver such documents
pursuant to
this Section 4.1. After the Term of this Agreement, the Consultant
shall
cooperate in the protection and enforcement of the rights and
property of the
Company in any such Invention, including all Intellectual Property
Rights
relating to any such Invention and, upon the request of the
Company, shall
cooperate with the Company in completing any Invention which is the
property of
the Company pursuant to this Agreement. The Company shall pay the
Consultant
reasonable compensation for the performance by the Consultant of
the activities
set forth in this Section 4.1, including any cooperation in
completing any
Invention not to exceed a compensation rate equal to the Consulting
Fee. The
use, sale, license, transfer or other disposition of any Materials,
any
Invention or any Intellectual Property Rights by the Company, any
of its
affiliates or its or their successors or assigns shall not create
any basis for
additional compensation, in any manner whatsoever, to the
Consultant by the
Company
(b) Inventions and other works that constitute "works for hire"
under the
copyright laws of the United States, related to the Company's
intellectual
properties and "know how" shall be the sole and exclusive property
of the
Company.
4.2. Definitions. For purposes of this Agreement, the following
terms shall
have the following definitions:
(a) "Intellectual Property Rights" shall mean rights relating to an
interest in intellectual property, including all rights arising
under any
domestic or foreign patent (including any divisions, reissues,
continuations-in-part and extensions thereof) or copyright, as well
as
applications therefor, or trade secret laws, or any other domestic
or foreign
statutory or legal principle now or hereafter defining, creating or
protecting
any interest in intellectual property.
(b) "Invention" shall mean invention, discovery, concept, idea or
development, and any improvement of any of the foregoing, whether
or not any of
the foregoing is patentable, copyrightable or protectable under any
trade secret
laws or any other domestic or foreign statutory or legal principle
now or
hereafter defining, creating or protecting any interest in
intellectual
property.
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(c) "Materials" shall mean all works and materials, whether
expressed or
recorded in tangible or electronic media, including research
workbooks and
laboratory books, drawings, designs, computer programs, algorithms,
formulae,
diagrams, flow charts, specifications, notebooks, photographs,
reports,
findings, recommendations, data, memoranda, and like matter of
every
description, which are created by the Consultant, or at his
direction, in
connection with the Services.
ARTICLE 5.
CONFIDENTIALITY
5.1. Confidentiality Obligation. The Consultant acknowledges that
he will
have access to Confidential Information, as hereinafter defined,
relating to the
Company and the Consultant agrees that he will only use such
Confidential
Information as necessary to perform the Services hereunder. The
Consultant
agrees that he will not divulge, furnish, publish or use for his
benefit or for
the direct or indirect benefit of any other person or entity,
whether or not for
monetary gain, other than as expressly provided herein, any
Confidential
Information. The Consultant will exercise a high degree of care to
prevent the
unauthorized dissemination, disclosure and or use of any
Confidential
Information and, except with the prior written consent of the
Company, will not
make or allow any disclosure of the Confidential Information to any
third party.
5.2. Confidential Information. For purposes of this Agreement, the
term
"Confidential Information" shall mean all information related to
the scientific
research, b
