STRATEGIC CONSULTING SERVICES
AGREEMENT
THIS STRATEGIC
CONSULTING SERVICES AGREEMENT (the “Agreement”) is
entered into and effective as of June 19, 2009 (the
“Effective Date”) by and between Echo Therapeutics,
Inc., a Delaware corporation with a principal place of business at
10 Forge Parkway, Franklin, Massachusetts 02038
(“Echo”), and Shawn Singh, an individual residing at
1737 Elizabeth Street, San Carlos, California 94070
(“Consultant”).
This Agreement
sets forth the understanding of the parties with respect to
strategic consulting services to be provided by Consultant to
Echo.
NOW,
THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1.
Description of Services. Consultant shall provide strategic
business consulting services and advice to Echo as requested by
Echo’s President and Chief Executive Officer from time to
time (the “Services”).
2.
Compensation. Consultant shall be paid the equivalent of
fifty thousand dollars ($50,000) per year for the Services, which
compensation shall be paid in equal installments on the 1
st and 15 th calendar day of each month.
3.
Expenses. Consultant shall be reimbursed for all reasonable
expenses incurred in connection with the performance of the
Services..
4.
Term. The initial term of this Agreement shall begin on the
Effective Date and shall end on June 30, 2010. The Agreement
shall automatically renew for additional one (1) year terms.
Either party may terminate this Agreement at any time after
expiration of the initial term upon ninety (90) days prior
written notice to the other party of its intent to terminate.
Notwithstanding the foregoing, Echo may terminate this Agreement at
any time based on Consultant’s material breach of this
Agreement, if such breach is not cured within five
(5) calendar days of a notice of the breach.
5.
Ownership of Work Product. Consultant acknowledges that all
work products produced hereunder shall be a work made for hire
within the meaning of Title 17 of the United States Code and shall
be owned solely by Echo. To the extent that any such work product
is deemed not to be a work made for hire, Consultant hereby assigns
all right, title, and interest in and to such work to Echo
including, but not limited to, any copyright(s), patent rights,
inventions, and other embodiments of any work product prepared by
Consultant pursuant to this Agreement (collectively, the
“Intellectual Property”). Consultant agrees to maintain
such records of his work relating to Intellectual Property as shall
be reasonably required by Echo and to deliver to Echo all
embodiments of the work product produced under this
Agreement.
Consultant
hereby waives all claims to moral rights in any Intellectual
Property. During and after the term of this Agreement, Consultant
agrees to execute any and all assignments and other instruments,
documents, and papers, and to cooperate fully with Echo to the
extent necessary or desirable to enable Echo to assign, transfer,
secure, maintain, defend and enforce rights in any of the
Intellectual Property. All rights granted to Echo by this Agreement
shall be applicable in all media including, without limitation, all
electronic media.
6. Rights
of Others. To the best of his knowledge, Consultant will not
infringe upon or misappropriate the intellectual property
right
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