Research Agreement
Mediphotonics Development Co LLC and Research Foundation CUNY
Exhibit 99.1 INVESTMENT RESEARCH GROUP (IRG) MEDISCIENCE AGREEMENT dated April
1, 2005 by and between the REGISTRANT and (IRG)
Date: April 1, 2005
Section 1. Services to be Rendered.
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The purpose of this letter is to set forth the terms and conditions on which The
Investor Relations Group, Inc. (IRG) agrees to provide Mediscience Inc. (the
"Company") investor relations and public relations services. These services may
include, but are not limited to: overall management of the corporate
communications program; designing a corporate fact sheet that can readily be
mass produced for distribution to brokers, analysts, and other industry
personnel; securing one-on-one and group appointments with industry
professionals for presentations by, for, and about Company management; targeted
mailings; assistance with compiling promotional materials; writing and editing
news releases and other corporate materials; advice on packaging the Company
story; writing pitch letters to and solicitation of the appropriate media and
press; syndicated stories; and, daily update reports.
Section 2. Fees.
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The Company shall pay to IRG for its services hereunder including investor
relations and public relations services a maintenance fee of $10,000 per month
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for an initial term of six months and renewable for a term of 12 months based
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upon mutually agreed upon achieved benchmarks (to be determined within 30 days
of this agreement) and beginning April 1, 2005. Additionally, for this
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Agreement, the Company agrees to deliver to IRG 100,000 SEC legend Rule 144
restricted shares. 30,000 shares shall be issued in the name of Xxxx X. Xxxxxxx;
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70,000 shares shall be issued in the name of Xxxxx Xxxxxxx . An additional
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100,000 shares will be issued (30,000 shares to Xxxxxxx and 70,000 shares to
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Xxxxxxx) immediately upon the joinjtly agreed renewal date.
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Fees are payable on or before the 1st day after the beginning of each month
which occurs during the Engagement Period. Unless other arrangements have been
made and agreed upon in writing, lack of payment for services rendered by the
5th of the month will be considered default of this agreement, and IRG shall be
entitled to cease all services on behalf of the Company until such time as
payment in full of amounts due is made. IRG's exclusive remedy for any such
default shall be an action to recover fees accrued to IRG before ceasing
services on behalf of the Company.
Section 3.
Expenses. In addition to all other fees payable to IRG hereunder, the Company
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hereby agrees to reimburse IRG for all reasonable out-of-pocket expenses
incurred in connection with the performance of services hereunder. These
out-of-pocket expenses shall include, but are not limited to: telephone,
photocopying, postage, messenger service, clipping service, maintaining mailing
lists, information retrieval service, wire services, monitoring advisory
service, all production costs for press releases including paper, envelopes,
folding, insertion and delivery to the post office, all reasonable travel and
entertainment expenses, and all reasonable meeting expenses including rental of
audio/visual equipment. No individual expenses over $500 will be expended
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Research Agreement
Mediphotonics Development Co LLC and Research Foundation CUNY
without first notifying the Company. The Company agrees to remit upon the
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signing of this agreement a check for $2,500 to be placed on deposit with IRG
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and credited to the Company against expenses incurred. Once the initial expense
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deposit is depleted, IRG will xxxx the Company on a monthly basis for incurred
expenses and the expenses will be paid upon receipt.
Section 4. Indemnification.
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The Company and IRG agree to defend, indemnify and hold each other, their
affiliates, stockholders, directors officers, agents, employees, successors and
assigns (each an "Indemnified Person") harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses and disbursements of any kind whatsoever (including, without
limitation, reasonable attorneys' fees) arising solely from the Company's or IRG
breach of their obligations, warranties and representations under this
Agreement. It is recognized and agreed by IRG and the Company that neither party
shall have any liability hereunder to any Indemnified Person arising from the
other party's intentional negligence or willful misconduct. It is further agreed
that the foregoing indemnity shall be in addition to any rights that either
party may have at common law or otherwise, including, but not limited to, any
right to contribution.
Section 5. Term of Agreement and Guarantee of Satisfaction.
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(a) The engagement of IRG under the provisions of this agreement shall continue
until notice of termination is received. (b) The Company may terminate IRGs
engagement hereunder, with or without cause, immediately at any time during this
agreement. Any fees accrued to IRG prior to cancellation will be payable
immediately. (c) IRG may terminate its engagement hereunder, with or without
cause, at any time during this agreement. The obligations of the Company and IRG
under Sections 1, 7, 4, 6, 8 and 11 shall survive termination or breach of this
agreement, with or without cause, by either party.
Section 6. Severability.
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In case any provision of this letter agreement shall be invalid, illegal, or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not be affected or impaired thereby.
Section 7. Confidentiality
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a.) Mediscience Technology Corp may wish, from time to time, in connection with
work contemplated under this Agreement, to disclose confidential information to
IRG ("Confidential Information"). IRG will use reasonable efforts to prevent the
disclosure of any of such Confidential Information to third parties for a period
of seven (7) years from receipt thereof. The recipient may acquire information
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that pertains to the discloser's processes, equipment, programs, developments,
or plans that is both (i) disclosed or made known by the disclosure to the
recipient and (ii) identified in writing as "proprietary" by the disclosure. IRG
agrees not to disclose any Confidential Information to third parties or to use
any Confidential Information for any purpose other than performance of the
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Research Agreement
Mediphotonics Development Co LLC and Research Foundation CUNY
services contemplated by this Agreement, without prior written consent of the
Company.
b). Confidential Information subject to paragraph 4(b) does not include
information that
(i) is or later becomes available to the public through no breach of this
Agreement by IRG
(ii) is obtained by IRG from a third party who had the legal right to
disclose the information to IRG (iii) is already in the possession of IRG on the
date this Agreement becomes effective;
(iv) is independently developed by IRG or
(v) is required to be disclosed by law, government regulation, or court
order. In addition, Confidential Information subject to paragraph 4(b) does not
include information generated by IRG unless the information (i) is generated as
a direct result of the performance of consulting services under this Agreement.
Section 8. Descriptive Headings and Governing Law and Consent to Jurisdiction.
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The descriptive headings of the several paragraphs of this agreement are
inserted for convenience only and do not constitute a part of this agreement.
This agreement contemplated and described performance is intended to be
performed in the State of New York and shall be governed and construed in
accordance with the laws of the State of New York, without regard to principles
of conflict of laws. Mediscience Technology Corp. and IRG hereby agree to submit
any and all disputes to binding arbitration in New York City with the American
Arbitration Association for full, final and binding resolution.
Section 9. Other Services.
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If the Company desires additional services not included in this agreement, any
such additional services shall be covered by a separate agreement between the
parties hereto.
Section 10. Notices
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To: Mediscience Technology Corp. Xxxxx Xxxxxxxxx Chairman/CEO 0000 Xxxxxxxxx
Xxx Xxxxxx Xxxx XX 00000
To: IRG attn: Xxxxx Xxxxxxx, Ph.D., Chairman & CEO.11 Xxxxx Xxxxxx, 0xx Xxxxx,
Xxx Xxxx, XX 00000,
Section 11. Competition
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IRG represents to Mediscience Technology Corp. that IRG does not have any
agreement to provide consulting services (paragraph 1 infra) to any other party,
firm, company or project on matters relating the scope and/or particulars of
this Mediscience Technology Corp. project consultancy, (see: Corporate product
development description attached and incorporated herein by reference as Exhibit
A) and will not enter into any such agreement during the term of this Agreement.
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Research Agreement
Mediphotonics Development Co LLC and Research Foundation CUNY
Section 12. Miscellaneous
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a. This Agreement shall inure to the benefit of and be binding upon the
respective heirs, executors, successors, representatives, and assigns of the
parties, as the case may be.
b. The relationship created by this Agreement shall be that of independent
contractor, and the Consultant shall have no authority to bind or act as agent
for the Company or its employees for any purpose.
c. This Agreement replaces all previous agreements and the discussions
relating to the subject matters hereof and constitutes the entire agreement
between the Company and IRG with respect to the subject matters of this
Agreement. This Agreement may not be modified in any respect by any verbal
statement, representation, or agreement made by any employee, officer, or
representative of Mediscience Technology Corp., or by any written documents
unless it is signed by an authorized officer of Mediscience Technology Corp. and
by IRG.
In witness whereof, the Parties have caused there duly authorized representative
to execute this Research Agreement as of the above written date.
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
Founder & Chairman The Investor Relations Group, Inc. (IRG)
Date: April 1, 2005
/s/ Xxxxx Xxxxxxxxx Chairman
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Xxxxx Xxxxxxxxx Chairman/CEO Mediscience Technology corp.
Date April 1, 2005
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Research Agreement
Mediphotonics Development Co LLC and Research Foundation CUNY
EXHIBIT A----- "Source" is in all references below Mediscience Technology
corp.
"Confidential Information" means all proprietary and non-proprietary information
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of Source and/or/from Source's Parties (as defined below), in whatever medium,
whether now or during the term hereof developed by source or through source
agents or contract parties e.g INFO TONICS RESEARCH, CUNY and or RFCUNY/ Xx.
Xxxxxx Spectroscopy Lab.; various medical institutional clinical relationships
presently existing and/or to be established by Source through this agreement,
owned, established or acquired by Source and/or Source's Parties, including
without limitation all data, information, shop knowledge, product component
lists, technology patented or not, medical referrals and business relationships,
present or prospective and/or contacts including, without limitation, names,
addresses, telephone numbers and business affiliations, pertaining to Source
and/or Source's Parties, and any and all information and data in regard to which
IRG or IRG's Parties (as defined below) that is received by oral written notice
from Source or Source's Parties that same is confidential, secret or
proprietary. Including but not limited to Mediscience Technology Corp. (source)
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Confidential Information that relates to optical biopsy, optical spectroscopy &
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optical mammography including but not limited to all shop knowledge, know-how,
prototypes at RFCUNY together with all MTC Intellectual property issued or in
legal process with patent counsel/ US and/or World Wide Patent Offices.
