Exhibit 10.7
SERVICES AGREEMENT
This Services
Agreement (Agreement) is entered into by and between The Board of
Governors of The Colorado State University System, acting by and
through Colorado State University, an institution of higher
education of the State of Colorado ("University"), and Apro Bio
Pharmaceutical, a Corporation organized under the laws of the state
of Colorado, with a place of business located at 5350 S. Roslyn
Street, Suite 300, Greenwood Village, Colorado 80111
("Client").
NOW THEREFORE,
in consideration of the above and the mutual promises contained
herein, the parties agree as follows:
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Independent Contractors. It is
understood and agreed by the parties that the University is an
independent contractor with respect
to the Client and that this Agreement is not intended
and shall not be construed to create an employer/employee or a
joint venture relationship between the University and
the Client. The University shall be free from the direction and
control of the Client in the performance of the University's
obligations under this Agreement, except that the Client may
indicate specifications, standards requirements and deliverables
for satisfaction of the University's obligations under this
Agreement.
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Term. This Agreement shall be effective
upon execution by both parties ("Effective Date") and shall
terminate 1 year from the Effective Date, unless sooner terminated
as provided herein or extended by written agreement of the
parties.
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Scope of
Work. The University
agrees to perform the services described in the Scope of Work
attached hereto (the "Services") and made a part hereof as Exhibit
A, under the direction and supervision of the Principal
Investigator, Dr. Diane Ordway-Rodriguez.
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Payment. The Client agrees to pay the University for the
Services performed under this Agreement in a fixed price amount of
$38,929 payable 50% upon execution; 40% at mid-project; 10% upon
University's submission of the final report.
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Ownership of
Information. At all times
during and following the term of this Agreement, including any
extensions or renewals hereof, all records, information and data
provided to the University by the Client or developed during the
performance of the Services under this Agreement by the University
and/or the Client ("Project Records") shall be and remain the sole
property of the Client. Upon the Client's request and at Client's
expense the University and the Principal Investigator shall execute
any documents needed in order to perfect the ownership title of all
Project Records. Except as provided in paragraph 7 of this
Agreement, any Project Records shall be provided to or returned to
the Client upon request after termination of this
Agreement.
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6.1 The University agrees that all Project
Records as defined in the Scope of Work or detailed description
thereof shall be made available to Client at any reasonable time,
subject to the reporting requirements set forth in the Scope of
Work.
6.2 Client shall have the right to audit the
records of the University related to the Services performed under
this Agreement, during normal business hours and upon reasonable
notice to University. Such audit may include the financial records
of University relating to the Services. University shall reasonably
cooperate with Client in satisfying any requirement or
order
issued by any
governmental agency or court, including but not limited to the
inspection of University's records or facility.
7.1 Each party has certain documents, data,
information, and methodologies that are confidential and
proprietary to that party ("Confidential Information").
Confidential Information of the Client shall also include any
information developed or produced as part of the Services performed
under the Scope of Work. During the term of this Agreement, either
party may, as the "Disclosing Party," disclose its Confidential
Information to the other party (the "Recipient"), in writing,
visually, or orally. Recipient shall receive and use the
Confidential Information for the sole purpose of the performance of
this Agreement, and for no other purpose (except as may be
specifically authorized by the Disclosing Party, in writing).
Recipient agrees not to make use of the Confidential Information
except for such Services and agrees not to disclose the
Confidential Information to any third party or parties without the
prior written consent of the Disclosing Party.
7.2 Recipient shall use its reasonable best
efforts to preserve the confidentiality of the Confidential
Information (using the same or similar protections as it would as
if the Confidential Information were Recipient's own, and in any
event, not less than reasonable care). Recipient shall obligate its
affiliates with access to any portion of the Confidential
Information to protect the proprietary nature of the Confidential
Information.
7.3
"Confidential Information" shall not include, and Recipient shall
have no obligation to refrain from disclosing or using, information
which:
7.3.1 is
generally available to the public at the time of this
Agreement;
7.3.2 becomes
part of the public domain or publicly known or available by
publication or otherwise, not through any unauthorized act or
omission of Recipient;
7.3.3 is
lawfully disclosed to the Recipient by third parties without
breaching any obligation of non-use or confidentiality;
7.3.4 has been
independently developed by persons in Recipient's employ or
otherwise who have no contact with Confidential Information, as
proven with written records; or
7.3.5 is
required to be disclosed by law; provided that, in the event that
Recipient is required to disclose Confidential Information under
this subsection 7.3.5, it will promptly notify the Disclosing
Party, and the Disclosing Party may, at its sole discretion and
expense, initiate legal action to prevent, limit or condition such
disclosure.
7.3.6 no
portion of Client's Information shall be construed as coming within
exceptions 7.3.1 to 7.3.4, solely on the basis that more
generalized information embracing such portion of Client's
Information falls within any of the exceptions or on the basis that
elements of such portion of the Client's Information are
independently within any of the exceptions.
7.4
Notwithstanding any other provision of this Agreement, a party may
retain one copy of the other party's Confidential Information in
its confidential files, for the sole purpose of establishing
compliance with the terms hereof.
