DIRECTOR’S
AGREEMENT
THIS
AGREEMENT (the "
Agreement ") is entered into on July 13, 2009.
NEUROKINE
PHARMACEUTICALS INC. , a corporation
incorporated under the laws of British Columbia having its
principal business office at 1275 West 6 th
Avenue,
Vancouver, British Columbia, V6H 1A6
DR. MAZIAR
BADII, having his
address at 3536 Southwest Marine Drive, Vancouver, British
Columbia, V6N 3Z2
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the Company
develops new uses existing drugs used for human neurological
diseases mediated by chronic inflammatory reactions; and
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the
Company’s board of directors wish to appoint the Consultant
as a director of the Company and the Consultant agrees to act as
director of the Company on the terms set forth herein.
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NOW THEREFORE
THIS AGREEMENT WITNESSES that
in consideration of the premises and mutual covenants
contained in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged the Company and the Consultant, the parties, intending
to be legally bound, hereby agree as follows:
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The Company
hereby engages the Consultant to provide services in accordance
with the terms and subject to the conditions of this Agreement
through and the Consultant hereby accepts such
engagement.
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The term of the
Consultant’s engagement by the Company shall be from July 13,
2009 to July 13, 2010 at which time the Agreement may be renewed at
the Company’s discretion pursuant to Section 5 of this
Agreement.
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The Consultant
hereby agrees to provide all services (the “ Services
”) associated with serving as a member of the Company’s
board of directors.
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In providing
the Services, the Consultant shall:
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comply with all
applicable federal, provincial, local and foreign statutes, laws
and regulations;
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not make any
misrepresentation or omit to state any material fact that may
result in a misrepresentation regarding the business of the
Company; and
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not disclose,
release or publish any information regarding the Company without
its prior written consent.
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RELATIONSHIP
AMONG THE PARTIES
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The Company and
the Consultant agree that the relationship among the parties shall
be that of an independent contractor. Nothing contained in this
Agreement shall be construed to (i) constitute the parties as joint
venturers, partners, co-owners or otherwise as participants in a
joint undertaking; (ii) constitute the Consultant as an agent,
legal representative or employee of the Company; or (iii) authorize
or permit Consultant or any director, officer, employee, agent or
other person acting on its behalf to incur on behalf of the other
party any obligation of any kind, either express or implied, or do,
sign or execute any things, deeds, or documents which may have the
effect of legally binding or obligating the Company in any manner
in favour of any individual, business, trust, unincorporated
association, corporation, partnership, joint venture, limited
liability company or other entity of any kind.
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This Agreement
may be renewed by the Company at any time prior to the expiration
of the Term as set out in Section 2 of this Agreement.
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COMPENSATION
AND EXPENSES
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The Company
shall reimburse the Consultant for any expenses reasonably incurred
in the carrying out of the Services, if the Consultant requests and
receives written approval from the Company to incur such
expenses.
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As
consideration for the Services, the Consultant shall receive
Company options to purchase 150,000 common shares of the Company
pursuant to the option agreement attached as Schedule
“A” hereto (the “O ption Agreement
”).
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The Consultant
agrees that he shall, at all times, faithfully and in a
professional manner perform all of the duties that may be
reasonably required of him pursuant to the terms of this Agreement.
The Company acknowledges that Consultant is engaged in other
business activities, and that the Consultant shall be permitted to
continue such activities during the term of this
Agreement. The Consultant shall not be restricted from
engaging in other business activities during the term of this
Agreement.
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Termination for
Cause.
The
Consultant may be terminated for cause at any time, without notice
or pay in lieu of such notice. Cause for this purpose includes such
things as unsatisfactory performance, dishonesty, fraud,
insubordination, serious misconduct and a false statement on the
Consultant’s part, as well as anything else which would
constitute cause at law. The failure by the Company to rely on this
provision in any given instance or instances shall not constitute a
precedent or be deemed a waiver.
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Termination
Without Cause. This Agreement
may be terminated by either the Company or the Consultant without
cause by delivering written notice of termination to the other
party at least seven (7) days before such termination is to be
effected.
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Default
. If
the Consultant fails, refuses or neglects to keep or perform any of
his material covenants or conditions to be kept or performed
hereunder or otherwise in connection with the Services, or
indicates his refusal to keep or perform any such covenant or
condition (collectively, a “ Default ”), and the
Consultant fails to cure such Default within twenty-four (24) hours
of receiving written notice from the Company setting out the terms
of such Default, the Company may immediately terminate this
agreement by giving written notice to the Consultant.
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Force
Majeure . The
Company shall have the right to suspend this agreement in the event
of force majeure at any time (provided written notice to the
Consultant shall be promptly given), without any further obligation
to the Consultant.
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Effect of
Termination . If
the Company terminates this Agreement in accordance with the
provisions hereof, the Company shall be released and discharged
from any further liability or obligation whatsoever to the
Consultant. No termination of this Agreement shall
affect the rights granted hereunder by the Consultant to the
Company, the restrictions on share sales, assigns and transfers
contained in the Option Agreement, and the representations and
warranties and indemnification of each of the parties
hereunder. All of these shall survive such
termination.
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The Consultant
shall not, without prior authorization of the Company, at any time
during the term of this agreement, or thereafter, disclose to any
person, firm, association or corporation other than the directors,
officers or employees of the Company, the private or business
affairs of the Company or its affiliated companies, or any other
information of a private or confidential nature concerning the
Company or its affiliated companies including, without
limitation:
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information
concerning trade secrets, products, technology, sales literature
and brochures, forms, business policies and concepts, and contracts
of the Company;
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information
concerning manufacturing and production, pricing and sales
policies, and marketing techniques and concepts in respect of
products and services provided or to be provided by the
Company;
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names,
addresses and contact information of past, present or prospective
customers, employees, shareholders, officers, directors or
associates of the company, or any person or entity having a past,
present, or prospective business relationship with the Company;
and
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names,
addresses and contact information of past, present or prospective
suppliers, consultants, lenders or professional advisors of the
Company and prices or rates charged by them
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which by virtue
of the Consultant’s position, the Consultant may obtain
during the term of this Agreement, or which the Consultant obtained
during the course of their former engagement with the
Company.
The Consultant
acknowledges that the above-mentioned confidential information
could be used to the detriment of the
Company. Accordingly the Consultant undertakes to treat
confidentially all such information and agree not to disclose it to
any third party or use it for any purpose or reason without the
express written permission of the Company except as may be
necessary to perform their duties, whether during the term of this
Agreement or following termination the Consultant’s
engagement by the Company.
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During the term
of this Agreement the Consultant shall neither hire or take away
nor cause to be hired or taken away any employee or consultant of
the Company. For a period of twelve (12) months
following the termination of this Agreement the Consultant shall
not hire or take away or cause to be hired or taken away any
employee who was in the employ of the Company during the twelve
(12) months preceding such termination.
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The Consultant
agrees that the results and proceeds of the Services under this
Agreement, although not created in an employment relationship,
shall, for the purpose of copyright only, be deemed a work made in
the course of employment under Canadian law or a work-made-for-hire
under United States law and all other comparable international
intellectual property laws and conventions. All work and
materials, including all intellectual property, and any other
rights, including without limitation copyright, all rental and
lending rights thereto, which the Consultant may have in and to the
results and proceeds of the Services, shall vest irrevocably and
exclusively with the Company, and are otherwise hereby assigned to
the Company as and when created. The Consultant hereby
waive in favor of the Company any moral rights which it may have,
if any, in and to any works, materials, or services which it may
provide or create under this Agreement.
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REPRESENTATIONS
AND WARRANTIES
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The Consultant
represents, warrants, and covenants to the Company as
follows:
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all material,
notes, writing, ideas, written, submitted or interpolated by the
Consultant under this Agreement or with respect to the production
or preparation of the Advertisements shall originate with the
Consultant or be based on materials supplied by the Company and
shall not be copied in whole or part from any other work except to
the extent that such work is non-proprietary or in the public
domain;
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to the best of
the Consultant’s knowledge, information and belief, all of
the results and proceeds of the Services shall not defame any
person and shall not infringe upon the copyright, moral rights,
publicity rights, privacy rights or any other right of any person
or company or violate any law or judicial or governmental
order.
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The Company
agrees to indemnify and hold harmless the Consultant and his
respective agents and employees, against any losses, claims,
damages or liabilities, joint or several, to which either party, or
any such other person, may become subject, insofar as such losses,
claims, damages or liabilities (or actions, suits or proceedings in
respect thereof) arise out of or are based upon any untrue
statement or allege
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