EXHIBIT 10.4
AGREEMENT
This Agreement is made effective as of October 23, 1996, between
Biomune Systems, Inc. a Nevada Corporation (the "Company"), and
Medefin Incorporated ("Consultant").
WHEREAS, Consultant has expertise in marketing products,
utilizing multi-level marketing techniques and in the
distribution of nutraceuticals.
WHEREAS, the Company desires to commence a multi level marketing
approach on its various nutraceutical products.
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 and to assist the Company in
setting up a multi level marketing plan and create the
distribution of the Company's nutraceutical products.
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 five
(5) 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 75,000 shares of the Company's restricted
common stock each quarter during the Term ("Share
Compensation"). Said shares will have "piggy back"
registration rights, but not demand registration rights.
Any out-of-pocket expenses or expenses incurred by
Consultant due to its relationship as a consultant to the
Company shall be paid 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 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:
Medefin Incorporated
X.X. Xxx 000
Xxxxxxxx, Xxx Xxxx
00000-0000
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. MEDEFIN INCORPORATED
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxx Xxxxxx
Its: CEO Its: Sec.
11/14/96
