Consulting Agreement
EXHIBIT 10.2
Recitals
CONSULTING
AGREEMENT entered into this 23'i day of
June 2008, by and between Organetix, Inc, (the "Company"), and Xxxxx Xxxxx
("Consultant").
WHEREAS,
the Company desires to hire the consulting services of Consultant in the areas
of Business Development. Mergers and Acquisitions and Business Strategy for the
Company (the "Services") in connection the Company's business.
WHEREAS,
in consideration for the
Services, the Company shall issue its common stock upon the terms and conditions
hereinafter set forth.
NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows-
1. Provision
of Services
Duties of
Consultant. The Consultant will provide such services and advice to the Company
so as to advise the Company in business development, mergers and acquisitions,
and business strategy. Without limiting the generality of the foregoing,
Consultant will also assist the Company in developing, studying and evaluating
acquisition proposals, prepare reports and studies thereon when advisable
Nothing contained herein constitutes a commitment on the part of the Consultant
to find an acquisition target for the Company or,
if such target is found, that any transaction will be completed. This
Agreement is not a contract for listing services, and nothing in this Agreement
will require the Consultant to negotiate on behalf of the Company with
corporations that are involved with listings or making a market in corporate
securities in the OTC markets Consultant would undertake such services under the
direction of Xxxx Xxxxxxx, Company CEO.
1.1
Duties Expressly Excluded, This Agreement expressly excludes the Consultant from
providing public relation services to the Company inclusive of but not limited
to (i) direct or indirect promotion of the Company's securities; (ii) assistance
in making of a market in the Company's securities. The Consultant shall not have
the power of authority to bind the Company to any transaction without the
Company's prior written consent.
2. Issuance
of Stock
The
Company shall compensate the Consultant 1,000,000 shares of Company's Common
Stock.
The
aforementioned stock shall be considered earned upon exection of the
agreement
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3. Property
All work
performed by Consultant pursuant to this Agreement in connection with the
Services or otherwise, including, without limitation, business and strategic
plans and proposals, and however rendered, electronic or otherwise, and whether
or not patentable or copyrightable (the "Products"), shall be deemed
works-made-for-hire under United States copyright law and shall be the property
of the Company. Consultant further agrees to and does hereby assign, transfer,
and convey to the Company all of Consultants right, title and interest in and to
the Products, and in connection therewith, to execute and deliver such documents
and take other steps_ in order to enable the Company, in its sole discretion, to
obtain grants of patent and registration of copyright and trademark, both
domestic and foreign, in
connection with the Products.
4. Confidential
Information
The
Company has developed and is the owner of highly valuable and unique
confidential and proprietary technical information related to the Business, as
well as business and financial information related thereto (the "Confidential
Information"). Notwithstanding the foregoing, "Confidential Information" shall
not include and the provisions of this Agreement will not apply to any
information disclosed by the Company and for Consultant (1) if such information
is demonstrated to be generally available to the public at the time of its disclosure to Consultant;
(2) after the time, if any, that such information becomes generally
available to the public without any breach by Consultant; (3) was already
in Consultant's possession at the time of disclosure to Consultant (whether such
time of disclosure is before or after the date hereof); (4) is developed by
Consultant independently of the Services, or (5) was lawfully received by
Consultant from a third party without restrictions on disclosure or
use.
Using no
less effort than the Consultant would use to maintain the confidentiality of his
own confidential and proprietary information, the Consultant shall maintain in
strict confidence and shall not disclose at any time, without the prior written
consent of the Company, any of the Confidential Information to any other person
or entity, unless such information has entered the public domain through lawful
means, without violation of this Agreement, or pursuant to requirements of law
or court order.
S. Severability
In the
event that any one or more provisions herein shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality
or
unenforceability shall not affect any other provision
hereof,
6. Independent
Contractor
Consultant
acknowledges and agrees that he is rendering the Services as an independent
contractor and not an employee of the Company and, accordingly, the Company
shall have no obligations to Consultant in connection with payroll taxes,
employee benefits and the like.
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7. No
Assignment
Consultant's
obligations hereto with respect to
provision of Services shall not be assignable to any other person without
the express written consent of the Company.
8. Miscellaneous
This
Agreement (i) constitutes the entire agreement between the patties hereto
with respect to the subject matter hereof and shall supersede all prior
understandings and agreements as to such subject matter; (ii)
may be amended or modified only by a writing executed by the party
against whom enforcement is sought, (iii) shall inure to the benefit of and be
binding upon the respective heirs, administrators, personal representatives,
successors and assigns of the parties hereto; and (iv) shall be governed by and
construed in accordance with the laws of Florida_
IN
WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement as
of the date and year first above written.
CONSULTANT:
/s. Xxxxx
Xxxxx
Name:
Xxxxx Xxxxx
COMPANY:
/s/ xxxx
Xxxxxxx
Xxxx Xxxxxxx
Organetix
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