Dr. Robert
Bartlett
Consulting
Agreement
THIS
AGREEMENT (The
“Agreement”) entered into as of January 8, 2008 between
Dr. Robert Bartlett (“Consultant”) and MedaSorb
Technologies Corporation and its wholly-owned subsidiary
CytoSorbents, Inc., a Nevada and Delaware corporation,
respectively, with offices at 7 Deer Park Dr., Suite K, Monmouth
Junction, NJ, 08852 (collectively, the
“Company”). This agreement replaces the
earlier consulting agreement of September 2008.
Witnesseth
WHEREAS, the Consultant possesses expertise in the areas
of Medicine and desires to make available his expertise for the
benefits of the Company by providing services in such areas of
expertise; and
WHEREAS, Company desires to engage Consultant as its
Chief Medical Officer during the term of this Agreement;
NOW,
THEREFORE, in view of the
foregoing premises which are hereby incorporated as part of this
Agreement, and consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
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The services to
be rendered by Consultant (the “Services”) are set
forth in Exhibit “B”. Services may be
amended by written agreement of Consultant and the Company and in
doing, additional Exhibits would be added.
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Consultant
agrees that during the term of this Agreement, Consultant shall
perform the Services in a timely fashion to the best of the
Consultant’s abilities and in accordance with the
Company’s reasonable requests.
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Consultant
agrees to comply with the relevant standard operating procedures of
the Company as applicable, while performing Services.
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It is the
express intention of the parties that Consultant be an independent
contractor and not an employee, agent, joint venture, or partner of
Company. Both parties acknowledge that Consultant is not
an employee of Company for state or federal tax
purposes. Consultant shall retain right to perform
services for others during the term of this agreement.
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The Agreement
may be terminated by Consultant upon sixty (60) days’ written
notice, or by Company upon sixty (60) days’
notice. Unless sooner terminated by either party, this
Agreement shall remain in effect until December 31, 2009, and
thereafter as mutually agreed to in writing.
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(a) Consultant
recognizes and acknowledges that the data collected, developed, and
maintained for Company by Consultant is a valuable property right
of the Company and will be kept confidential and secret and
therefore agrees to keep all information relating to such data in
confidence and trust, and will not use or disclose any
such information without the written consent of the
Company, except as such use may be necessary in the ordinary course
of Consultant’s performance of the Services for the
Company.
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(b) Consultant
agrees that all documents and other physical property furnished to
Consultant or produced by Consultant in connection with the
performance of the Services shall be and remain the sole property
of the Company upon request or upon the termination of the
Agreement.
(c) Consultant
agrees to execute Company Non Disclosure Agreement
(d) Consultant
agrees any inventions or patents derived from consulting services
shall be the property of CytoSorbents. Inc. and assigned to the
Company at no further cost.
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In
consideration of the Services rendered her
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