EXHIBIT 10.3
AGREEMENT
This Agreement is made effective as of October 23, 1996, between
Biomune Systems, Inc., a Nevada Corporation (the "Company"), and
J.R. Xxxxxxx and Company, a Florida general partnership
("Consultant").
WHEREAS, Consultant can provide services to the Company in
arranging for various investment advisors, market markers,
providing financial market advice, and in participating in the
raising of funds for the Company;
WHEREAS, the Company desires to have Consultant provide such
services;
NOW THEREFORE, in consideration of the foregoing, and the
agreements set forth below, the parties agree as follows:
1. Engagement, Duties and Acceptance.
1.1 Engagement by the Company. The Company hereby agrees
to retain the Consultant as a consultant to the Company
for the Term (as hereinafter defined) to render such
consultation and advice as the Company may request.
1.2 Acceptance of Engagement by the Consultant. The
Consultant hereby accepts such engagement and shall
render such consultation and advice as the Company may
request.
2. Term of Agreement. The term of the Consultant's engagement
under this Agreement (the "Term") shall commence on the
effective date of this Agreement and shall continue through
and expire on the 30th day of September, 1997, unless sooner
terminated by either the Company or the Consultant upon
thirty (30) days prior written notice. The Company's
obligations under this Agreement shall immediately cease
upon the termination hereof and Consultant shall only be
entitled to the pro rata portion of its quarterly
compensation hereunder for the quarter in which this
Agreement is terminated.
3. Compensation. As compensation for the services to be
rendered pursuant to this Agreement, the Company agrees to
pay to the Consultant a quarterly fee during the Term of
this Agreement of 45,000 shares of the Company's restricted
common stock each quarter during the Term. Said shares will
have "piggy back" registration rights, but not demand
registration rights. Any out-of-pocket expenses which have
been approved in advance shall be accrued and paid (less
such deductions as shall be required to be withheld by
applicable laws and regulations) promptly upon submission of
documentary evidence of such expenses.
4. Confidential Information. During the Term of this Agreement
and thereafter, the Consultant shall keep secret and retain
in strictest confidence and shall not use, for the benefit
of himself or others, all confidential matters of the
Company including, without limitation, "know-how", trade
secrets, customer lists, details of client or consultant
contracts, pricing policies, results of trials, operational
methods, marketing plans or strategies, product development
techniques or plans, methods of production and distribution,
technical processes, designs and design projects, inventions
and research projects of the Company learned by the
Consultant heretofore or during the term hereof.
5. Other Provisions.
5.1 Notices. Any notice or other communication required or
permitted hereunder shall be in writing and shall be
delivered personally, telegraphed, telexed, sent by
facsimile transmission or sent by certified, registered
or express mail, postage prepaid. Any such notice
shall be deemed given when so delivered personally,
telegraphed, telexed or sent by facsimile transmission
or, if mailed, five (5) days after the date of deposit
in the United States mail, as follows:
(i) if to the Company, to:
Biomune Systems, Inc.
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxx Xxxx Xxxx, Xxxx
00000
with a copy to:
Xxxxx Xxxxxx, Esquire
LeBoeuf, Lamb, Green and XxxXxx, L.L.P.
0000 Xxxxxx Xxxxxxxx
000 Xxxxx Xxxx Xxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
(ii) if to the Consultant, to:
J.R. Xxxxxxx
00000 Xxxxx Xxxx 0
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx
00000
Any party may change its address for notice hereunder
by notice to the other parties hereto.
5.2 Entire Agreement. This Agreement contains the entire
agreement between the parties with respect to the
subject matter hereof and supersedes all prior
agreements (including, without limitations, the
Existing Agreement), written or oral, with respect
thereto.
5.3 Governing Law; Venue. The Agreement shall be governed
and construed in accordance with the laws of the State
of Utah applicable to agreements made and to be
performed entirely within such state. The parties
submit themselves to the jurisdiction of the Federal
and State courts located in Utah and agree to commence
any lawsuit arising under or relating to this Agreement
in such courts.
5.4 Assignment. This Agreement and any rights and
obligations hereunder, may not be assigned by any party
hereto without the prior written consent of the other
party.
5.5 Headings. The headings of this Agreement are for
reference only and shall not in any way affect the
meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the date first above-written.
BIOMUNE SYSTEMS, INC. JR. XXXXXXX & COMPANY
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx Polmerantz
Its: Chief Executive Officer Its: Partner
