Exhibit 10.13
Contractor Name: MedWork,
AG
Term: January 1, 2005 (“Effective
Date”) to (“Termination Date”)
INDEPENDENT CONTRACTOR SERVICES
AGREEMENT
THIS AGREEMENT is
between ReGen Biologics, Inc., a Delaware corporation and its
successors or assignors (“Client”) and the undersigned
(the “Contractor”).
1. ENGAGEMENT OF SERVICES. Client
may from time to time issue Project Assignment(s) in the form
attached to this Agreement as Exhibit A . Subject to
the terms of this Agreement, Contractor will, to the best of
Contractor’s ability, render the services set forth in
Project Assignment(s) accepted by Contractor by the completion
dates set forth therein. Contractor may not subcontract or
otherwise delegate Contractor’s obligations under this
Agreement without Client’s prior written consent.
2. COMPENSATION. Client will pay
Contractor a fee for services rendered under this Agreement as set
forth in the Project Assignment(s) undertaken by Contractor.
Contractor will be reimbursed for any reasonable expenses incurred
in connection with the performance of services under this Agreement
provided Contractor submits verification of such expenses as Client
may require. Upon termination of this Agreement for any reason,
Contractor will be paid fees and expenses on a proportional basis
as stated in the Project Assignment(s) for work which is then in
progress, to and including the effective date of such termination.
Unless other terms are set forth in the Project Assignment(s) for
work which is in progress, Client will pay the Contractor for
services and will reimburse the Contractor for previously approved
expenses within thirty (30) days of the date of
Contractor’s invoice.
3. INDEPENDENT CONTRACTOR
RELATIONSHIP. Contractor’s relationship with Client will be
that of an independent contractor and nothing in this Agreement
should be construed to create a partnership, joint venture, or
employer-employee relationship. Contractor will not be entitled to
any of the benefits which Client may make available to its
employees, such as group insurance, profit-sharing or retirement
benefits. Contractor is not the agent of Client and is not
authorized to make any representation, contract, or commitment on
behalf of Client unless specifically requested or authorized to do
so by a Client Manager. Contractor will be solely responsible for
all tax returns and payments required to be filed with or made to
any federal, state or local tax authority with respect to
Contractor’s performance of services and receipt of fees
under this Agreement. Contractor must maintain and will be solely
responsible for keeping adequate records of expenses incurred in
the course of performing services under this Agreement. No part of
Contractor’s compensation will be subject to withholding by
Client for the payment of any social security, federal, state or
any other employee payroll taxes. Client will regularly report
amounts paid to Contractor by filing Form 1099-MISC with the
Internal Revenue Service as required by law.
4. TRADE SECRETS —
INTELLECTUAL PROPERTY RIGHTS.
4.1 Confidential
Information . Contractor agrees during the term of this
Agreement and thereafter to take all steps necessary to hold
Client’s Confidential Information in trust and confidence.
“Confidential Information” includes, but is not limited
to, technical and business information relating to Client’s
inventions or products, research and development, production,
manufacturing and engineering processes, costs, profit or margin
information, employee skills and salaries, finances, customers,
marketing, and production and future business plans, and
any
third party’s proprietary
or confidential information disclosed to Contractor in the course
of providing services to Client. Notwithstanding the other
provisions of this Agreement, nothing received by Contractor will
be considered to be Client Confidential Information if (1) it
has been published or is otherwise readily available to the public
other than by a breach of this Agreement; (2) it has been
rightfully received by Contractor from a third party without
confidential limitations; (3) it has been independently
developed for Contractor by personnel or agents having no access to
the Client Confidential Information; or (4) it was known to
Contractor prior to its first receipt from Client. If Contractor is
not sure if particular Company or third party information is
“Confidential Information,” then Contractor agrees to
treat all such information as Confidential Information until
Contractor is able to determine whether or not the particular
information is confidential, through discussions with an authorized
officer of Client, whose designation of information as Confidential
Information shall be binding on Contractor.
4.2 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 under this Agreement or the scope of services rendered
for Client. Contractor warrants that to the best of
Contractor’s knowledge, there is no other existing contract
or duty on Contractor’s part inconsistent with this
Agreement, unless a copy of such contract or a description of such
duty is attached to this Agreement as Exhibit B .
Contractor further agrees not to disclose to Client, or bring onto
Client’s premises, or induce Client to use any confidential
information that belongs to anyone other than Client or
Contractor.
4.3 Disclosure of Work
Product . As used in this Agreement, the term “Work
Product” means any new or useful art discovery, improvement
or invention whether or not patentable, and all related know-how,
designs, mask works, trademarks, formulae, processes, manufacturing
techniques, trade secrets, ideas, artwork, software or other
copyrightable or patentable works. Contractor agrees to disclose
promptly in writing to Client, or any person designated by Client,
all Work Product which is solely or jointly conceived, made,
reduced to practice, or learned by Contractor in the course of any
work performed for Client (“Client Work Product”).
Contractor represents that any Work Product relating to
Client’s business or research and development which
Contractor has made, conceived or reduced to practice at the time
of signing this Agreement (“Prior Work Product”) has
been disclosed in writing to Client and attached to this Agreement
as Exhibit C .
4.4 Assignment of Client Work
Product . Contractor irrevocably assigns the Client all right,
title and interest worldwide in and to the Client Work Product and
all applicable intellectual property rights related to the Client
Work Product, including without limitation, copyrights, trademarks,
trade secrets, patents, moral rights, contract and licensing rights
(the “Intellectual Property Rights”), Contractor
retains no rights to use the Client Work Product and agrees not to
challenge the validity of Client’s ownership in the Client
Work Product.
4.5 Waiver or Assignment of
Other Rights . If Contractor has any rights to the Client Work
Product that cannot be assigned to the Client, Contractor
unconditionally and irrevocably waives the enforcement of such
rights, and all claims and causes of action of any kind against the
Client with respect to such rights, and agrees, at the
Client’s request and expense, to consent to and join in any
action to enforce such rights. If Contractor has any right to the
Client Work Product that cannot be assigned to the Client or waived
by Contractor, Contractor unconditionally and
irrevocably grants to Client
during the term of such rights, an exclusive, irrevocable,
perpetual, worldwide, fully paid and royalty-free license, with
rights to sublicense through multiple levels of sublicensees, to
reproduce, create derivative works of, distribute, publicly perform
and publicly display by all means now known or later developed,
such rights.
4.6 Assistance .
Contractor agrees to cooperate with Client or its designee(s), both
during and after the term of this Agreement, in the procurement and
maintenance of Client’s rights in Client Work Product and to
execute, when requested any other documents deemed necessary by
Client to carry out the purpose of this Agreement. [Contractor
agrees to execute upon Client’s request a signed transfer of
copyright to Client in the form attached to this Agreement as
Exhibit D for all Client Work Product subject to
copyright protection, including, without limitation, computer
programs, notes, sketches, drawings and reports.] In the event that
Client is unable for any reason to secure Contractor’s
signature to any document required to apply for or execute any
patent, copyright or other applications with respect to any Client
Work Product (including improvements, renewals, extensions,
continuations, divisions or continuations in part thereof),
Contractor hereby irrevocably designates and appoints Client and
its duly authorized officers and agents as its agents and attorneys
in fact to act for and in its behalf and instead of Contractor, to
execute and file any such application and to do all other lawfully
permitted acts to further the prosecution and issuance of patents,
copyrights, mask works or other rights thereon with the same legal
force and effect as if executed by Contractor.
4.7 Return of Client
Property . Upon termination of this Agreement for any reason or
in any manner, or at any earlier time upon Client’s request,
Contractor agrees to promptly deliver all Client property,
including but not limited to all tangible embodiments of the Client
Work Product, and all copies of Client property in
Contractor’s possession to Client.
5. REPRESENTATIONS AND
WARRANTIES; INDEMNIFICATION. Contractor hereby represents and
warrants that (a) the Client Work Product will be an original
work of Contractor and any third parties will have executed
assignment of rights reasonably acceptable to Client;
(b) neither the Client Work Product nor any element thereof
will infringe the Intellectual Property Rights of any third party;
(c) neither the Client Work Product nor an element thereof will be
subject to any restrictions or to any mortgages, liens, pledges,
security interests encumbrances or encroachments;
(d) Contractor will not grant, directly or indirectly, any
rights or interest to third parties whatsoever in the Client Work
Product; and (e) Contractor has full right and power to enter
into and perform this Agreement
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