CONSULTING
AGREEMENT
This Consulting Agreement
(“Agreement”) is made on the date set forth below by
and between Adeona Pharmaceuticals, Inc., a corporation with a
business address at 3930 Varsity Drive, Ann Arbor MI, 48108
(“Company”), and Narayan Torke, an individual
(“Contractor”). Company and Contractor are hereinafter
sometimes collectively referred to as the “Parties,”
and singly as a “Party.”
RECITALS
B. Company
wishes to engage Contractor as a consultant to assist the Company
in the transition of Company as the new owner and operator of the
Clinical Laboratory and Contractor wishes to be engaged by Company
as a consultant to provide such services
(“Services”).
NOW, in
consideration of the mutual covenants and promises of the parties
contained herein this Agreement, the sufficiency of which is hereby
acknowledged, Company and Contractor covenant and agree as
follows:
AGREEMENT
1. Recitals. The
Recitals described above are hereby incorporated by reference into
this Agreement.
2. Engagement
and Scope of Services:
A. Company
hereby engages Contractor on a non-exclusive basis to provide
Services to the Company on a part-time basis for up to fifteen (15)
hours per week.
B. Contractor
may at the Contractor’s sole discretion provide One Hundred
Percent (100%) of the Services remotely.
C.
Contractor shall provide laboratory director services to the
Company to help insure the continued professional operation of the
Clinical Laboratory until such time as the Company can hire a full
time laboratory director, which hiring is expected within 30 to 60
days. These services shall include oversight to insure CLIA,
Medicare and other applicable governmental and clinical standards
are maintained at the Clinical Laboratory at the level maintained
during Contractor’s ownership of the Clinical
Laboratory.
3. Independent
Contractor Status
A. The
Parties expressly understand and agree that the relationship
between Contractor and Company will be solely that of independent
contractor, and nothing contained in this Agreement shall be
construed to create an employer-employee or partnership
relationship.
B. Contractor
agrees to be solely responsible for all of Contractor’s
expenses incurred in performing Services for Company pursuant to
the terms of this Agreement, including, without limitation,
liability for Contractor’s federal and state income and
payroll taxes, workers’ compensation, minimum wages, social
security withholdings, professional liability insurance, license
fees, and continuing education.
4. Payments
to Contractor:
A. Company
agrees to pay Contractor a monthly consulting fee
(“Consulting Fee”) of Four Thousand and 00/100 Dollars
($4,000.00) for Services provided by Contractor for the duration of
this Agreement.
B. Company
agrees to reimburse Contractor for all reasonable travel expenses
including airfare, hotel, meal, and ground transportation which
Contractor incurs if Contractor is required to travel to the
Clinical Laboratory to perform the Services. Contractor
shall submit itemized receipts to Company with all requests for
reimbursement.
C. Company’s
payments of the Consulting Fee to the Contractor shall take place
no less frequently than 30 days after the end of each month during
which the Services were provided, or on the Company’s regular
payroll cycle whichever is earlier.
5. Term. This
Agreement shall be effective for a term of up to twelve (12) months
following the closing unless terminated as described
below.
6. Termination. Company
may terminate this Agreement upon ten (10) days written notice to
the Contractor.
7. Return
of Property. Contractor agrees that upon the termination
of this Agreement as set forth herein, the Contractor shall return
any files, documents, records, reports, designs, software,
regardless of their form prepared for Company and immediately
terminate the provision of Services.
8. Payments
Upon Termination.
A. Within
thirty (30) days of the termination of this Agreement, or on the
Company’s regular payroll cycle whichever is earlier, the
Company shall pay Contractor for all Consulting Fees due to
Contractor as provided pursuant to this Agreement.
B. Upon
payment by Company of Contactor’s final Consulting Fee,
Contractor shall thereafter have no further claims against Company
for payment.
9. NonSolicitation
of Employees and Clients. Throughout the term of the
Agreement between Company and Contractor and for two (2) years
thereafter, Contractor shall not, either on Contract’s own
account or for any person, firm, partnership, corporation, or other
entity, directly or indirectly (a) solicit, interfere with, or
endeavor to cause any employee of the Company to leave his or her
employment, or (b) induce or attempt to induce any such employee to
breach his or her written or oral employment agreement with the
Company, or (c) call on, solicit, divert, or take away any Client
of the Company
