EXHIBIT 10.15
CONSULTING AGREEMENT
This Consulting Agreement (the "AGREEMENT") is made and entered into
this 2nd day of July, 2004 (the "EFFECTIVE DATE"), by and between Advaxis, Inc.,
a Delaware corporation (the "COMPANY"), and Sentinel Consulting Corporation, a
Delaware corporation (the "CONSULTANT"). Each of Company and Consultant shall be
referred to as a "PARTY" and collectively as the "PARTIES."
RECITALS
WHEREAS, Consultant has performed certain services for the Company and the
Company desires to compensate Consultant for services performed and to solidify
the relationship between the Parties from this point forward;
WHEREAS, the Parties hereto have previously discussed the terms of a
consulting agreement and desire to finalize all discussions between them into
this Agreement;
WHEREAS, the Company wishes to engage the consulting services of
Consultant on a non-exclusive basis; and
WHEREAS, Consultant wishes to provide the Company with consulting
services.
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the Parties hereto hereby agree as follows:
1. CONSULTING SERVICES
The Company hereby authorizes, appoints and engages the Consultant to
perform the following services in accordance with the terms and conditions set
forth in this Agreement:
a. The Consultant will consult with the Company concerning its business
plan, financial statements, brochures, and other offering materials
to be prepared in anticipation of the obtaining one or more rounds
of equity financing for the Company. Without limiting the generality
of the foregoing, Consultant specifically agrees to:
(i) Review all of the Company's books and records, sales
materials, business plans, financial statements, projections,
and all other materials reasonably necessary in the
performance of its duties hereunder;
(ii) Suggest and assist in the implementation of changes to any of
the above listed materials which will better position the
Company to obtain equity financing, including the structure of
any private placement which the Company undertakes;
Page 1 of 6
(iii) Introduce the Company to reasonable sources of accounting,
legal, printing, financial statement preparation, public
relations and other professional services as needed;
(iv) Assist the Company in identifying and engaging, on terms
acceptable to the Company, a NASD licensed broker/dealer to
assist the Company in raising funds in a private placement;
and
(v) Submit to the Company, when requested, complete and accurate
reports of the status of Consultant's efforts.
b. In addition, upon the Company's specific request Consultant shall
render the following additional services to the Company upon mutual
agreement of Consultant and Company:
(i) Drafting of a term sheet for financing;
(ii) Drafting of a Private Placement Memorandum or Offering
Memorandum;
(iii) Drafting of support legal document drafts for review by the
Company's legal counsel;
(iv) Conducting a patent assessment and intellectual property
analysis for investor groups;
(v) Conducting a detailed market assessment for a Company's
product line;
(vi) Conducing or assisting in a technical audit; and
(vii) Additional special services to be determined by Consultant and
the Company.
2. TERM OF AGREEMENT
This Agreement, including all of its terms, conditions and exhibits, shall
be in full force and effect as of the date hereof through and including that
period which ends six (6) full months from the date of this Agreement (the
"Initial Term"). Either Party shall have the right to terminate this Agreement
for any reason or for no reason after four (4) months upon delivery of ten (10)
days advance written notice.
Page 2 of 6
If the Company terminates this Agreement during the first four (4) months
of this agreement without cause, a cash fee of Twenty Five Thousand Dollars
($25,000) (the "TERMINATION FEE") shall immediately be due to Consultant.
If the Company terminates this Agreement during the fifth or sixth months
of this agreement for any reason of for no reason, it shall owe no fees to
Consultant and Consultant hereby waives its right to any compensation, in cash,
equity or other.
3. COMPENSATION TO CONSULTANT
a. Upon execution of this Agreement, the Company shall pay to
Consultant an engagement fee of $5,000 (the "ENGAGEMENT FEE"). It is
acknowledged by all Parties that the Engagement Fee has been paid by
the Company to the Consultant prior to the execution of this
Agreement.
b. Upon execution of this Agreement, the Company shall pay to
Consultant a cash fee of $10,000, plus travel expenses (the "VIDEO
FEE"), in connection with the preparation of a video describing the
Company. It is acknowledged by all Parties that the Video Fee has
been paid by the Company to the Consultant prior to the execution of
this Agreement.
c. Immediately after the Initial Term, provided that this Agreement has
not been terminated by either party during the Initial Term, the
Company shall pay to Consultant a cash fee equal to $85,000 (the
"CONTINUED CONSULTING FEE").
d. Immediately after the Initial Term, provided that this Agreement has
not been terminated by either party during the Initial Term, the
Company shall issue to Consultant a warrant to purchase 3.4 Units
for an aggregate purchase price of $85,000, exercisable over a five
(5) year period (the "WARRANTS").
e. Immediately after the Initial Term, provided that this Agreement has
not been terminated by either party during the Initial Term, the
Company shall issue to Consultant 444,251 shares of common stock of
the Company or any successor thereto (the "SHARES").
4. EXPENSES; DELEGATION
a. The Parties hereto agree that the Company shall not be responsible
for any costs or expenses incurred by Consultant in performing his
duties hereunder unless Consultant obtains the prior approval of the
Company; provided, however, that Company agrees to pay up to (i)
$6,000 in connection with the scientific review conducted by Xx.
Xxxxxxx, and.(ii) $12,000 in connection with Consultant's legal
expenses.
b. The Company agrees that Consultant may delegate some of the
consulting services under this Agreement to other agents, subject to
approval by Company and such compensation or fees due to Consultant
pursuant to
Page 3 of 6
Section 3 in connection with such services may be payable to such
agent in a manner mutually acceptable to the Company and SCI.
5. INDEPENDENT CONTRACTOR
Both the Company and the Consultant agree that the Consultant will act as
an independent contractor in the performance of his duties under this Agreement.
Nothing contained in this Agreement shall be construed to imply that Consultant,
or any employee, agent or other authorized representative of Consultant, is a
partner, joint venturer, agent, officer or employee of the Company. Neither
Party hereto shall have any authority to bind the other in any respect vis a vis
any third party, it being intended that each shall remain an independent
contractor and responsible only for its own actions.
6. NOTICES
Any notice, request, demand, or other communication given pursuant to the
terms of this Agreement shall be delivered via hand delivery, facsimile, email,
or overnight courier, and shall be deemed delivered upon receipt. All notices
shall be delivered to:
If to the Company: Advaxis, Inc.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Attn: J. Xxxx Xxxxxx, CEO
Facsimile (000) 000-0000
If to Consultant: Sentinel Consulting Corporation
30211 Xxxxxxx xx xxx Xxxxxxxx, Xxxxx 000
Xxxxxx Xxxxx Xxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
Facsimile (000) 000-0000
7. ASSIGNMENT
This contract shall inure to the benefit of the Parties hereto, their
heirs, administrators and successors in interest. This Agreement shall not be
assignable by either Party hereto without the prior written consent of the
other.
8. CHOICE OF LAW AND VENUE
This Agreement and the rights of the Parties hereunder shall be governed
by and construed in accordance with the laws of the State of California
including all matters of construction, validity, performance, and enforcement
and without giving effect to the principles of conflict of laws. Any action
brought by any Party hereto shall be brought within the State of California,
County of Orange.
Page 4 of 6
9. NONDISCLOSURE
All information which Consultant, its employees, members, officers,
directors, representatives or agents ("Consultant Disclosing Party") receives
from the Company, (whether communicated orally, by electronic or magnetic media
or by visual display and whether prepared or furnished by or on behalf of
Company), shall be held in the strictest confidence unless and until Company
specifically consents in writing to the disclosure of any confidential
information. Consultant agrees to be responsible for any breach of this Section
9 by any Consultant Disclosing Party. Nothing in this Agreement prohibits the
disclosure of any confidential information if required by law, rule or
regulation. In the event any Consultant Disclosing Party is so required, it will
provide Company with prompt written notice so that Company may seek an
appropriate protective order and upon the request of Company, it will use its
best efforts to cooperate in obtaining such order. It is understood that Company
could sustain irreparable injury in the event of a breach of this Section 9.
Accordingly, in the event of such breach, Company will be entitled to seek and
obtain immediate injunctive relief in addition to any other remedy available at
law or equity. Additionally, Company shall not disclose or disseminate
Consultant generated information of any sort of form without approval of
Consultant.
10. ENTIRE AGREEMENT
Except as provided herein, this Agreement, including exhibits, contains
the entire agreement of the Parties, and supersedes all existing negotiations,
representations, or agreements and all other oral, written, or other
communications between them concerning the subject matter of this Agreement. The
Parties acknowledge that they have previously executed one or more consulting
agreements prior to the date hereof, and those agreement are replaced by this
Agreement. There are no representations, agreements, arrangements, or
understandings, oral or written, between and among the Parties hereto relating
to the subject matter of this Agreement that are not fully expressed herein.
11. SEVERABILITY
If any provision of this Agreement is unenforceable, invalid, or violates
applicable law, such provision, or unenforceable portion of such provision,
shall be deemed stricken and shall not affect the enforceability of any other
provisions of this Agreement.
12. CAPTIONS
The captions in this Agreement are inserted only as a matter of
convenience and for reference and shall not be deemed to define, limit, enlarge,
or describe the scope of this Agreement or the relationship of the Parties, and
shall not affect this Agreement or the construction of any provisions herein.
Page 5 of 6
13. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which shall together constitute one and
the same instrument.
14. MODIFICATION
No change, modification, addition, or amendment to this Agreement shall be
valid unless in writing and signed by all Parties hereto.
15. DISPUTE RESOLUTION
The Parties agree to submit any disputes involving money or damages
greater than $5,000 relating to this Agreement and/or transactions, duties, or
obligations to be performed under this Agreement to mediation with a mediator
approved by the Parties to the dispute. If the Parties resolve their disputes
through mediation, the Parties shall share the mediator's fees evenly but pay
their own attorney's fees and other expenses related to mediation. If mediation
fails to resolve all disputes within thirty (30) days after the Parties submit
the dispute to a mediator, then the Parties will submit to binding arbitration.
The Parties agree that mediation is a pre-condition to filing an arbitration.
The prevailing Party in arbitration relating to transactions contemplated by
this Agreement shall be entitled to costs and expenses including reasonable
attorneys fees and the attorney's fees and expenses incurred in connection with
mediation that failed to resolve the dispute. Claims of $5,000 or less may be
submitted to mediation or small claims court.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed as of the Effective Date.
"Company" "Consultant"
Advaxis, Inc., Sentinel Consulting Corporation,
a Delaware corporation a Delaware corporation
/s/ J. Xxxx Xxxxxx /s/ Xxxxxx X. Xxxxxx
------------------------ ------------------------
By: J. Xxxx Xxxxxx By: Xxxxxx X. Xxxxxx
Its: CEO Its: President
Page 6 of 6
