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EXHIBIT ___
AGREEMENT FOR CONSULTING SERVICES
This Agreement is made by and between CytoTherapeutics, Inc. (the "Company") and
Xxxxx Xxxxx (the "Consultant") as of December 1, 1996.
1. SERVICES. The Consultant shall provide to the Company consulting services
in the field referred to in Exhibit A/Item 1 or as otherwise agreed by the
parties in accordance with the terms and conditions contained in this
Agreement.
2. TERM. The services provided by the Consultant to the Company shall be
performed for the term set forth in Exhibit A/Item 2. The Consultant shall
coordinate his work efforts and report his progress regularly to the
individual set forth in Exhibit A/Item 3.
3. PAYMENT FOR SERVICE RENDERED. For providing the consulting services as
referred herein, the Company shall compensate the Consultant as set forth
in Exhibit A/Item 4.
4. CONSULTANT'S WARRANTIES. The Consultant hereby warrants that no other
person has rights to his services in the specific areas described herein
and that the Consultant is in no way compromising any rights or trust
relationships between any other party and the Consultant, or creating a
conflict of interest or any possibility thereof for the Consultant or for
the Company. The Consultant further warrants that he is entitled to enter
into this Agreement and make the assignments made herein.
5. NATURE OF RELATIONSHIP. The Consultant is an independent contractor and
will not act as an agent nor shall he be deemed an employee of the Company
for the purposes of any employee benefit programs, income tax withholding,
FICA taxes, unemployment benefits or otherwise. The Consultant shall not
enter into any agreement or incur any obligations on the Company's behalf,
or commit the Company in any manner without the Company's prior written
consent.
6. INVENTIONS, PATENTS AND TECHNOLOGY. The Consultant shall promptly and fully
disclose to the Company any and all inventions, improvements, discoveries,
developments, original works of authorship, trade secrets, or other
intellectual property ("Proprietary Information") conceived, developed or
reduced to practice by the Consultant during the performance of the
consulting services performed for the Company hereunder. The Consultant
shall treat
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all Proprietary Information as the confidential information of the Company.
The Consultant agrees and does hereby assign to the Company and its
successors and assigns, without further consideration, the entire right,
title and interest in and to each of the Proprietary Information whether or
not patentable or copyrightable. The Consultant further agrees to execute
all applications for patents and/or copyrights, domestic or foreign,
assignments and other papers necessary to secure and enforce rights
relating to the Proprietary Information. The parties acknowledge that all
original works of authorship that are made by the Consultant within the
scope of his consulting services and that are protectable by copyright are
"works made for hire," as that term is defined in the United States
Copyright Act (17USCA Section 101).
7. CONFIDENTIALITY. The Consultant agrees that he shall not use (except for
the Company's benefit) or divulge to anyone--either during the term of this
Agreement or thereafter--any of the Company's trade secrets, the
Proprietary Information or other proprietary data, or information of any
kind whatsoever acquired by the Consultant in carrying out the terms of
this Agreement, and will turn over to the Company, or make such disposition
thereof as - may be directed or approved by the Company, any notebook,
data, information or other material acquired or compiled by the Consultant
in carrying out the terms of this Agreement.
8. TERMINATION. Either party may terminate this Agreement in the case of a
material default hereunder by the other party which remains uncured after
30 days written notice. In addition, the Company shall have the right to
terminate this Agreement by giving written notice 30 days prior to the date
of such termination. Any termination shall be effective in the manner and
upon the date specified in said notice and shall be without prejudice to
any claims that the Company may have against the Consultant. The Company's
sole obligation in the event of such termination shall be to reimburse the
Consultant for services actually performed by the Consultant up to the
effective date of termination. Termination shall not relieve the Consultant
of his continuing obligations under this Agreement, particularly the
requirements of Items 6 and 7 above, which shall survive termination or
expiration of this Agreement.
9. CONSULTANT'S COVENANTS. Consultant agrees that he will notify the Company
of any potential competitor of the Company for whom he works; if the
Company determines that such a competitor creates an irreconcilable
conflict of interest, it may terminate the Agreement immediately.
10. MISCELLANEOUS.
a. No failure on the part of either party to exercise, and no delay in
exercising, any right or remedy hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right or remedy hereunder preclude
any other or further exercise thereof or the exercise of any other right or
remedy granted hereby, or by any related document or by law.
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b. This Agreement shall be deemed to be a contract made under the law of
the State of Texas and for all purposes it, plus any related or supplemental
documents and notices, shall be construed in accordance with and governed by the
law of such state.
c. This Agreement may not be and shall not be deemed or construed to have
been modified, amended, rescinded, canceled or waived, in whole or in part,
except by written instruments signed by the parties hereto.
d. This Agreement, including the exhibits attached hereto and made a part
hereof, constitutes and expresses the entire Agreement and understanding between
the parties. All previous discussions, promises, representations and
understandings between the parties relative to this Agreement, if any, have been
merged into this document.
e. The Consultant may not subcontract any part or all of the services to
be provided without the prior written consent of the Company.
In witness whereof, the parties have executed this Agreement as of the date
first set forth above.
CytoTherapeutics, Inc. Xxxxx Xxxxx
By /s/ Xxxx Xxxxxxx /s/ Xxxxx Xxxxx
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Consultant Signature
Title:
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Social Security Number
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EXHIBIT A
1. Description of consulting services: Review and analysis of corporate
partnering activities and other activities as directed by the Board of
Directors.
2. Duration of Agreement: This Agreement for Consulting Services begins on
December 1, 1996 and will terminate on November 30, 1997.
3. The Consultant shall report to: Xxxx Xxxxxxx, M.D.
4. Payment for services: The Company will pay the Consultant two thousand
dollars (US$ 2000) per full day of consulting performed at the request of
the Company. Such payments will be made within thirty (30) days of
submission by the Consultant of signed reimbursement instructions. The
total payments over the course of one year hereunder shall not exceed
twenty thousand dollars (US$ 20,000).
The Consultant will also be reimbursed for travel expenses that are
directly related to the consulting; such expenses will be reimbursed within
30 days of the receipt of a signed request detailing expenses (with
receipts).
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