Exhibit 10.8
CONSULTING AGREEMENT
This Consulting Agreement is between The New Algae Company, dba Cell Tech,
an Oregon corporation ("Cell Tech") and Dr. Xxx Xxxxxxxx ("Consultant").
In consideration of the promises below, the parties agree as follows:
1. Commencing on the date of this Agreement, Consultant agrees to provide
Cell Tech with consulting services which shall, from time to time, be defined by
Cell Tech.
2. Unless otherwise agreed by the parties, Consultant shall provide the
Company with services on two working days per month, for eight hours per day,
during the term of this Agreement.
3. For services rendered under this Agreement, Cell Tech shall pay
Consultant the sum of $125 per hour payable within thirty (30) days after the
date the services are rendered.
4. It is expressly understood that Consultant is an independent contractor
and not an employee of Cell Tech. Consultant may render services to other
clients and is unrestricted in doing so by this Agreement.
5. It is expressly understood that Consultant has an affirmative duty of
nondisclosure concerning any facet of Cell Tech's business and the services
provided by Consultant under this Agreement. Such information shall not be
divulged to any persons whomsoever except authorized employees of Cell Tech. In
particular, but not so as to limit the foregoing, Consultant shall not divulge
information of any sort to Cell Tech's product distributors or competitors.
Since the information to be disclosed to Consultant under this Agreement is
highly confidential, any breach of this duty shall result in substantial
pecuniary loss for Cell Tech and Cell Tech shall have a claim for damages
incurred as a result.
6. Each party shall be responsible for the actions of its respective
agents, employees or assigns. Cell Tech shall defend, indemnify and hold
harmless Consultant from any claims or liabilities which may arise from services
performed under this Agreement with the exception of claims arising due to the
fault or negligence of Consultant.
7. Each party shall be entitled to terminate this Agreement without cause
effective 10 days following written notice to the other at the other's last
known address.
IN WITNESS WHEREOF, the parties have executed this Agreement as of March
1, 1996.
CELL TECH
By: Xxxxx X. Xxxxxxx
Dr. Xxx Xxxxxxxx
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