Exhibit 10.26
CELLS FOR LIFE (R)
SCTI
STEM CELL THERAPY INTERNATIONAL, INC.
[GRAPHIC OMITED]
TREATING PHYSICIAN AGREEMENT
THIS AGREEMENT is made this 24th day of October, 2005, by and between STEM
CELL THERAPY INTERNATIONAL, INC.; a corporation duly incorporated under the laws
of the state of Nevada, with its principal office located at 0000 Xxxxx Xxxx
Xxx., 0xx Xxxxx, Xxxxx #000, Xxxxx, Xxxxxxx 00000 herein ("the Company''), and
XX. XXXXX XXXXXXXX, MD., herein ("the Physician" and XXXXXXX XXXX INSTITUTE,
herein ("the Clinic") collectively "the Physician and the Clinic".
In consideration of the mutual agreements contained in this document, the
parties, intending to be legally bound, agree as follows:
1. INDEPENDENT CONTRACTOR STATUS:
The Physician will be an independent contractor and not an Employee of the
Company and will be responsible for determining the method of operation in the
performance of embryonic tissue transplantations and/or any other stem cell
therapy.
The Physician will not be entitled to receive any compensation, commissions
or benefits other than those expressly provided in this Agreement.
2. SCOPE OF DUTIES:
(a) The Physician certifies that there are no outstanding agreements or
obligations that conflict with any of the provisions of this Agreement, or that
would preclude or in any way compromise the Physician in compliance with the
provisions hereof.
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(b) During the term of this Agreement the Physician will be available upon
reasonable notice to provide embryonic tissue transplantations and/or any other
stem cell therapy to patients referred by the Company.
(c) During the term of the Agreement, the Physician has the obligation to
follow the treatment recommendations provided to the Physician by the SCTI
Scientific Advisory Board on the proposed treatment of each patient referred to
the Physician by the Company.
(d) This includes, but is not limited to, the proper administration and
proper use of the embryonic stem cell solution which will be provided for each
patient, herein called "the Product".
(e) The Physician will use the entire batch or batches provided of the
Product for the treatment of the specific patient for who it was intended for
and for no other use, such as research, analysis or for use in another patient.
(f) Any breach of this "Scope of Duties" will provide for immediate
termination of this Agreement and the obligation of the Physician to return to
the Company all documentation, Company equipment and any of the Product in their
possession.
3. PHYSICIANS COMPENSATION:
The Company shall pay the Physician at a rate of $2,500 per patient. This
will include providing SCT therapy treatment on the Patient at the Physicians
Clinic or at an affiliated Hospital for a period of 3 to 5 days. If the
Physician does not have an affiliated Hospital or cannot provide adequate
accommodations at their Clinic, the Company will independently sign a Contract
Agreement with a recommended Hospital to provide for an in Hospital stay for the
Patient.
Some patients may elect to stay in a local Hotel facility and just come to
the Physicians Clinic for their initial diagnosis discussion, treatments and any
recommended medical testing which they may require.
The Company will provide the medical treatment recommendations based on the
patients previous medical history and the evaluation of our Scientific Advisory
Board. Based on the treatment recommendations, the Company will supply the
Physician with the appropriate number of dose(s) of the embryonic stem cell
solution, herein called "the Product".
4. TERM:
This Agreement will become effective on the date of execution and will
continue in full force and effect for a minimum period of one (1) year and
thereafter from year to year unless and until terminated by a party in
accordance with this Agreement.
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5. TERMINATION:
During the minimum period of one (1) year, either party may immediately
terminate this Agreement for cause, upon written notice for any breach of
contract, if the other party does not cure a material breach of this Agreement
within thirty (30) days of receipt of written notice detailing such breach.
After the expiration of one (1) year from the date of execution of this
agreement, either party may terminate this Agreement without cause and for
convenience with fourteen (14) days prior written notice to the other party. At
any time, the parties may mutually agree in writing to terminate this Agreement.
6. CONFIDENTIALITY:
Physician and Clinic shall not use or divulge or communicate to any person
(other than those whose province it is to know the same or as permitted or
contemplated by this Agreement or with the written approval of the other party
or as may be required by law):
(i) any Company Confidential Information; or
(ii) any of the terms of this Agreement
The Physician shall prevent the unauthorized publication or disclosure of
any such information, materials or documents and ensure that any person to whom
the information, materials or documents are disclosed is aware that the same is
confidential and is covered by a similar duty to maintain confidentiality. The
Physician shall ensure that any employees, consultants, agents or advisors are
aware of and comply with the confidentiality and non-disclosure provisions
contained in this Section and shall indemnify the Company against any loss or
damage which the Company may sustain or incur as a result of any breach of the
terms hereof by the Physician, or any employees, consultants, agents or
advisors.
CONFIDENTIAL INFORMATION:
Physician and Clinic shall not directly or indirectly, communicate,
disclose or divulge to any person or entity, or use for their own benefit or the
benefit of any person or entity, any knowledge or information which physician
may have acquired, no matter from whom or on what matter such knowledge or
information may have been acquired from Company.
These provisions shall survive the expiration or termination of this Agreement.
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7. COVENANT NOT TO COMPETE:
Physician and Clinic during the Term hereof, and for an additional period
of two years thereafter (the ``Noncompetition Term''), may not:
(a) Engage or participate in or become employed by, or render advisory or
other services to, any business entity that competes with Company in the
Ukraine.
If the foregoing provision is determined to be invalid by reason of the
length of any period or the size of the area set forth, such period of time,
such area or both will be considered to be reduced to a period of time or area
that will cure such invalidity.
(b) Directly or indirectly solicit or induce any person, corporation, or
other entity that is a customer of Company at the time of the execution of this
agreement or that was a customer at any time within the one-year period
immediately preceding such termination to become a customer of any other person,
corporation, or other entity competing with Company or its Parent. Physician
further agrees that he or she will not approach any such person, corporation, or
other entity for such purposes.
(c) Directly or indirectly solicit or induce any person who is an Employee
of Company or its Parent to become employed by any person, firm or corporation
competing with Company or its Parent, or approach any Employee for such purpose.
(d) Disclose any proprietary or confidential information of Company or its
Parent relating to (i) the customers, clients, employees and accounts of Company
or its Parent, including but not limited to the identity of Company's or its
Parent's customers if such identity is proprietary or confidential; (ii) the
Company's or its Parent's business methods, systems, plans, policies, and
personnel; or (iii) the technical data, trade secrets, or know-how of the
Company or its Parent, including, but not limited to, research, product plans,
products, services, markets, software, developments, inventions, processes,
formulas, technology, designs, drawings, engineering, hardware, configuration
information, marketing, finances or other business information disclosed by the
Company or its Parent, either directly or indirectly, whether in writing, orally
or by drawings or inspection of parts or equipment.
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8. ARBITRATION OF DISPUTES:
(a) The Company and the Physician and Clinic agree that any dispute or
controversy arising out of or relating to any interpretation, construction,
performance or breach of this Agreement, will be settled by arbitration to be
held in Philadelphia County, Pennsylvania, in accordance with the rules then in
effect of the American Arbitration Association. The arbitrator may grant
injunctions or other relief in the dispute or controversy. The decision of the
arbitrator will be final, conclusive and binding on the parties to the
arbitration. Judgment may be entered on the arbitrator's decision in any court
of competent jurisdiction.
The Company and the Physician and Clinic will each pay one-half of the cost
and expenses of the arbitration and each will separately pay its respective
counsel fees and expenses.
The Physician and Clinic acknowledges that the services to be rendered by
the Physician are of a special, unique and extraordinary character, and in
connection with such services, the Physician will have access to confidential
information vital to Company's and its Parent's business. By reason of this, the
Physician agrees that if the Physician violates any of the provisions of this
Agreement with respect to noncompetition, diversion of the Company's and its
Parent's clients or employees, or confidentiality, the Company and the Parent
would sustain irreparable harm, and therefore, in addition to any other remedies
that the Company and Parent may have under this Agreement, the Company and
Parent will be entitled to apply to any court of competent jurisdiction for
equitable relief, including specific performance and injunctions restraining
Physician from committing or continuing any such violation of this Agreement.
(b) The Physician and Clinic further agrees that no bond or other security
will be required in obtaining equitable relief and the Physician hereby consents
to the issuance of an injunction and to the ordering of specific performance.
9. INDEMNITY:
The Physician and Clinic shall and does hereby agree to defend, indemnify,
release, and save harmless Company, or companies agents, representatives,
servants, employees, attorneys, and assigns from and against any and all suits,
actions, judgments, damages, costs, expenses, and attorneys fees incurred in
defense of any action or proceeding arising out of the performance of this
agreement
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10. NOTICES:
Any notice, request, demand or other communication required or permitted to
be given under this Agreement will be sufficient if in writing and if delivered
personally, or sent by certified or registered mail as follows (or to such other
addressee or address as will be set forth in a notice given in the same manner):
If to the Physician and Clinic:
Xx. Xxxxx Xxxxxxxx, MD.
Xxxxxx de Agua Caliente
Blvd. Agua Caliente #4558-401
Tijuana, B.C. Mexico
and
If to the Company:
Xxxxxx X. Xxx
CEO/Chairman
Stem Cell Therapy International, Inc.
0000 Xxxxx Xxxx Xxxxxx, 0xx Xxxxx, Xxxxx 000
Xxxxx, XX 00000
Any such notice will be deemed to be given on the date delivered or mailed
in the manner provided above.
11. WAIVER OF BREACH:
The waiver by the Company or by the Physician and Clinic of a breach of any
provision of this Agreement by the other party will not operate, or be
construed, as a waiver of any other breach of such other party.
12. ASSIGNMENT:
This Agreement will inure to the benefit of, and be binding upon, the
Company, its successors and assigns. This Agreement will be binding on the
Physician, the Physician's heirs, executors or administrators, and legal
representatives and Clinic's successors and assigns. However, this Agreement
will not be assignable by the Physician nor may the obligations of the Physician
be delegated, without express written consent of the Company.
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13. ENTIRE AGREEMENT:
This Agreement represents the entire understanding of the parties and
supersedes all previous agreements, oral or written, between the parties and any
modification of the agreement must be in writing and executed by the parties.
This is a personal services contract and the Physician and Clinic may not assign
any rights or delegate any duties of the Physician under this agreement.
14. APPLICABLE LAW:
The parties agree that this Agreement will be construed and enforced
pursuant to the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties have set their hands as of the day and year
first above written.
STEM CELL THERAPY INTERNATIONAL, INC.
By: \s\ Xxxxxx X. Xxx
--------------------
Xxxxxx X. Xxx, CEO/Chairman
and
XXXXXXX XXXX INSTITUTE
By and For the Clinic: \s\ Xxxxx Xxxxxxxx
---------------------
Xx. Xxxxx Xxxxxxxx, MD.
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