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Exhibit-10.42
Consulting Services Agreement
This consulting services agreement
("Agreement"), made and entered into on November 20, 2006 and
effective as of the 1 st
day of December 2006, by and between CytoCore,
Inc. with its principal place of business at 414 North Orleans
Court, Suite 502 in Chicago, Illinois 60610 (the "Company")
and EBM, Inc., with his mailing address of 171 E. 90
th Street, Unit 4C,
New York, New York 10128, telephone (212) 348-1880) (the
"Consultant").
Background
The Consultant provides a variety
of financial and business consulting services as part of his
regular business with EBM, Inc., and is ready, willing, and able to
provide such consulting assistance to the Company on the terms and
conditions set forth herein.
The Company is in the process of
developing a series of medical devices, drug delivery systems, and
other cervical and uterine cancer related medical systems. In
pursuit of its business strategy the Company desires to retain the
services of the Consultant under the terms and conditions set forth
herein.
NOW THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Company and the Consultant agree as
follows:
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1.
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Engagement and Scope of Services
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1.1
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Company hereby retains consultant and Consultant
agrees to provide to the Company the consulting services which are
more fully described below:
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Consulting with the Company’s Chief
Executive Officer, Chief Financial Officer, Medical Advisory Board,
other Officers, or other consultants related to or regarding
certain business plans, operations, commercialization of medical
devices or theories, and other business matters that fall within
the Consultant’s area of expertise.
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Consultant will have no authority or
responsibility with regard to execution of any contract on behalf
of the Company. Consultant is not an employee or officer of the
Company.
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Consultant will provide progress reports from
time to time to the Company’s Chief Executive Officer.
Consultant agrees to provide any such report in writing if so
requested by the Company’s Chief Executive
Officer.
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1.2
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This Agreement is a non-exclusive agreement. The
Consultant is free to provide similar or different services to any
other company or organization desiring his services, provided that
the Consultant is able to provide the Company the
services
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1 of 6
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here agreed upon from month to month. The Company
is also free to acquire similar services from any other party
should it desire to do so.
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2.
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Term of Agreement.
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2.1
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This Agreement shall supersede the Agreement that
is in place between CytoCore and EBM, Inc. beginning on
April 1, 2006 that has a twelve (12) month term. The term
of this Agreement shall be for a period of twenty four
(24) months from the date of execution, and shall terminate
twenty four (24) months from signing date following written
notice by one party to the other at least thirty (30) days
prior to the expiration date.
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2.2
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This Agreement is subject to termination in the
event of a material breach of any term hereof and the breaching
party’s failure to cure such material breach to the
non-breaching party’s reasonable satisfaction within ten
(10) business days of written notice.
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2.3
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Within ten (10) business days of termination
of this Agreement, Consultant shall submit to the Company an
itemized invoice for any remaining unpaid fees or reimbursable
expenses then due and owing under this Agreement. Company, upon
receipt and payment of such final invoice shall thereafter have no
further obligation for payment under this Agreement. Upon the
termination of this Agreement other than the surviving obligation,
if any, under Section 6.1 below and payment in full of all
monies due and owed from Company to Consultant pursuant to this
Agreement, Consultant shall promptly return to Company all copies
of any Company data, information, documents, or other materials of
a
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