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SCIENTIFIC ADVISORY BOARD CONSULTING AGREEMENT

Consulting Services Agreement

SCIENTIFIC ADVISORY BOARD CONSULTING AGREEMENT | Document Parties: SHRINK NANOTECHNOLOGIES, INC. | AudioStocks, Inc | Company's Scientific Advisory Board | Scientific Advisory Board Consulting | Shrink Technologies, Inc You are currently viewing:
This Consulting Services Agreement involves

SHRINK NANOTECHNOLOGIES, INC. | AudioStocks, Inc | Company's Scientific Advisory Board | Scientific Advisory Board Consulting | Shrink Technologies, Inc

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Title: SCIENTIFIC ADVISORY BOARD CONSULTING AGREEMENT
Governing Law: California     Date: 6/5/2009

SCIENTIFIC ADVISORY BOARD CONSULTING AGREEMENT, Parties: shrink nanotechnologies  inc. , audiostocks  inc , company's scientific advisory board , scientific advisory board consulting , shrink technologies  inc
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SCIENTIFIC ADVISORY BOARD

CONSULTING AGREEMENT

 

 

This Scientific Advisory Board Consulting Agreement (the “ Agreement ”) is made as of this ______ day of March, 2009, between Shrink Technologies, Inc., a California corporation (the " Company "), and Dr. Michelle Khine (the " Consultant ") and shall be effective upon execution by the Company and the Consultant (the " Effective Date "). The Company and the Consultant are collectively referred to herein as the “Parties.”

 

The Consultant is the principal inventor of the technology which the Company has licensing rights to and has been involved in scientific research in fields of particular interest to the Company.  The Company wishes to retain the Consultant in a consulting capacity and as a member of one or more panels of the Company's Scientific Advisory Board (the “ SAB ”) and the Consultant desires to perform such consulting services. Accordingly, the Parties agree as follows:

 

1.            Services .  The Consultant will advise the Company's management, employees and agents, at reasonable times, in matters related to the relevant field of interest (“ Field of Interest ”), as requested by the Company and set forth in Exhibit A attached hereto.Consultant will provide consulting services, which shall amount to not more than twenty (20) days per annum, as reasonably requested by the Company and as the Consultant’s schedule permits. Consultation may be sought by the Company over the telephone, in person, at the Company's offices or another reasonable location or through written correspondence, and will involve reviewing activities and developments in the Field of Interest.  Additionally, Consultant may be requested to attend, to the extent Consultant’s schedule permits, one or more in person meetings with other members of a Panel or the SAB, upon reasonable notice being given to the Consultant, in keeping with the terms of this Agreement.

 

2.            Term and Termination .  The term of this Agreement will begin on the Effective Date of this Agreement and will end on the four year anniversary (based on a 360 day year containing four (4) ninety (90) day quarterly periods) of this Agreement or upon earlier termination as provided below (the " Term "); provided that the Term may be renewed, by mutual assent by the Parties, for successive one-year periods. This Agreement may be terminated at any time upon sixty (60) days written notice by either party.  The Consultant agrees, following the termination of this Agreement or upon earlier request by the Company, to promptly return all drawings, tracings, and all visual or written materials in the Consultant’s possession that were supplied by the Company in conjunction with the Consultant’s consulting services under this Agreement, or generated by the Consultant in the performance of consulting services under this Agreement.

 

3.            Compensation .   Immediately following an acquisition transaction with AudioStocks, Inc. (“ AUIO ”), a Delaware corporation (NASDAQ: AUIO), exclusive of the Signature Bonus (the “ Signature Bonus ” described below) the right, title and interest in the Compensation discussed in this Section 3 shall be earned, vest and be due and payable, during the Term, in equal quarterly amounts, on the first day of the quarterly period immediately subsequent to a quarterly period in which this Agreement was effective.  The Consultant shall be compensated for services rendered as set follows:

 

3.1           200,000 common shares of AUIO as a Signature Bonus, earned on the 180 th day of the Term.

 

3.2           Beginning on the first day of every quarterly period which this Agreement is effective (“ Option Exercise Start ”) and ending twenty-four months thereafter (“ Option Exercise End ”), for any such respective quarterly period, Consultant shall have the right to purchase up to 25,000 restricted common shares (“ Quarterly Allotment ”) of the Company’s stock at the closing market price for the Company’s common shares on the first day such an option may be exercised (the “ Exercise Price ”).  Consultant understands that any restricted shares, and any securities issued in respect thereof, shall bear the following legend:

 

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

 

3.3           The Company shall reimburse the Consultant for all pre-approved and reasonable expenses incurred in the performance of this Agreement.

 

4.            Certain Other Contracts .  The Consultant will not disclose to the Company any information that the Consultant is obligated to keep secret pursuant to an existing confidentiality agreement with a third party, and nothing in this Agreement will impose any obligation on the Consultant to the contrary.  The consulting work performed hereunder will not be conducted on time that is required to be devoted to any other third party. The Consultant shall not use the funding, resources and facilities of the any other third party to perform consulting work hereunder and shall not perform the consulting work hereunder in any manner that would give any third party rights to the product of such work.  The Consultant has disclosed and, during the Term, will disclose to the President of the Company any conflicts between this Agreement and any other relevant agreements binding the Consultant.  Consultant shall notify the Company of all other consulting agreements which Consultant has entered into, or any consulting services which Consultant may provide, to any third party.

 

5.            Direction of Projects and Inventions to the Company . Subject to the Consultant's obligations under any confidentiality or other written obligations to third parties (including academic institutions which Consultant is employed by), during the Term of this Agreement, the Consultant will use his best efforts to disclose to the President of the Company, on a confidential basis, technology and product opportunities which come to the attention of the Consultant in the Field of Interest, and any invention, improvement, discovery, process, formula or method or other intellectual property relating to or useful in, the Field of Interest (collectively " New Discoveries "), whether or not patentable or copyrightable, and whether or not discovered or developed by Consultant.

 

6.            Inventions Discovered by the Consultant While Performing Services Hereunder . The Consultant will promptly and fully disclose to the President of the Company any invention, improvement, discovery, process, formula, technique, method, trade secret, or other intellectual property, whether or not patentable, whether or not copyrightable (collectively, " Invention ") made, conceived, developed, or first reduced to practice by the Consultant, either alone or jointly with others, while performing services hereunder. The Consultant hereby assigns to the Company all of his right, title and interest in and to any such Inve


 
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