Exhibit 10.2
INDEPENDENT CONTRACTOR AGREEMENT
THIS INDEPENDENT CONTRACTOR AGREEMENT ("Agreement") is entered into by and
between APPLIED DNA SCIENCES, INC. a Nevada
corporation with its offices located
at 9229 Sunset Blvd., Suite 830, West
Hollywood, CA 90069 ("Company"), and Karin
Lise Klemm an individual residing at 26500 W. Agoura Road
Suite 870, Calabasas,
CA 91302 ("Contractor"), effective October 18, 2005, for
the purpose of setting
forth the terms and conditions by which Company will acquire Contractor's
services on a temporary basis.
1. Engagement of Services.
1.1 Attached to this
Agreement as Exhibit "A" is a statement of
the
work to be performed by Contractor,
Contractor's rate of
payment for such work,
the maximum price Company shall be obligated to pay under
this Agreement,
the
specific Company facilit(ies) and work
area(s) which shall be made accessible to
Contractor and such other terms and
conditions as shall be deemed appropriate or
necessary for the performance of the work.
Company is not obligated to issue any
additional orders for work by Contractor
under this Agreement.
1.2 Company has selected Contractor to perform these
services to the
special order of the Company. As a result, Contractor may not subcontract or
otherwise assign his obligations
under this Agreement
without Company's prior
consent. Contractor agrees to perform the services in
a professional
manner.
Contractor and the Company understand that
the services rendered hereunder shall
be deemed "work for hire" within the
meaning of the U.S.
Copyright Act and
the
Company shall be the author thereof and owner of all rights
therein and thereto
including the copyright thereof and all
derivative works thereof throughout the
world in all media now or hereafter known
or devised in perpetuity.
2. Term. This Agreement shall commence upon
execution hereof and
continue until
each of the services provided by Contractor
under Exhibit "A" are
completed or
January 15, 2006, whichever is sooner. This Agreement may be terminated
at any
time in accordance with Section 6
hereunder.
3. Compensation. The Company will compensate the Contractor as set forth in
Exhibit "B" for services rendered by Contractor pursuant to this Agreement.
Contractor will be reimbursed for any
reasonable, approved
expenses incurred in
connection with the performance of services under this
Agreement and including
any and all travel, if required by Company. The Company will compensate
Contractor for services and will reimburse
Contractor for
previously
approved
expenses, if any, within fifteen (15) days
of the date of Contractor's invoice.
4. Independent Contractor Relationship. Contractor and the Company
understand,
acknowledge, and agree that Contractor's
relationship with Company will be that
of an independent contractor in accordance
with the provisions of
Nevada law,
and nothing in this Agreement is intended to or should
be construed to create a
partnership, joint venture, or employment relationship. Contractor is not an
agent of Company and is not authorized to act on behalf of
Company.
Consultant
will not be eligible for any employee
benefits, nor will Company make deductions
from any amounts payable to Contractor for
taxes. Any and all tax
consequences
resulting from payment under this Agreement
shall be the sole
responsibility of
Contractor.
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5. Trade Secret /Intellectual Property
Rights.
5.1 Disclosure.
(a) Contractor agrees
to disclose promptly in writing to the Company,
or any person designated by the Company all work product,
including but
not limited to computer programs, processes,
know-how and other
copyrightable
material, that is
conceived,
developed, made or
reduced to practice by Contractor within the
scope of the Project.
(b) Contractor
represents
that his or her performance of all the
terms
of this Agreement does not and will not breach any
agreement to
keep in confidence proprietary information,
knowledge or data of a
third party and Contractor will not
disclose to the
Company, or induce the Company to use, any
confidential or
proprietary
information
belonging to third
parties unless such use or disclosure is authorized in writing
by
such owners.
5.2 Confidential Information. Contractor agrees during the term of this
Agreement and
thereafter to take all steps reasonably necessary to hold in
trust and
confidence
information
which he knows or has
reason to know is
considered
confidential by Company ("Confidential Information").
Contractor
agrees to use
the Confidential
Information solely to
perform the services
hereunder.
Confidential
Information
includes, but is not limited to,
technical
and business
information
relating to Company's
inventions
or
products,
research
and development, manufacturing and engineering
processes, and
future business plans. Contractor's obligations with respect
to the Confidential Information also extend to any third party's
proprietary
or confidential information disclosed to Contractor in the
course of
providing services to
Company. This
obligation shall not extend
to any
information
which becomes
generally known to the public without
breach of this
Agreement. This
obligation shall survive the termination of
this
Agreement.
5.3 No Conflict of Interest. Contractor agrees during the term of this
Agreement
not to accept work or enter into a contract or accept an
obligation,
inconsistent or
incompatible with Contractor's obligations or
the scope of
services rendered for
Company under this Agreement including
but not limited
to any work for other company's working on the development
or distribution
of DNA markers or related technology.
5.4 Return of Company's Property.
Contractor
acknowledges that
Company's
sole and
exclusive property includes all documents, such as drawings,
manuals,
notebooks, reports
