Exhibit 4.8
Mediscience Xxxxxx Xxxxx DDS Consulting Agreement
This Agreement is made on February 1, 2004 between Mediscience Technology Corp.
(MTC) 0000 Xxxxxxxxx xxx, Xxxxxx Xxxx XX, 00000 and Xxxxxx Xxxxx DDS 000 Xxxx
00xx Xxxxxx, Xxx 0X Xxx Xxxx, XX.
Consultant has extensive Medical/Dental/Oral Health experience regarding FDA
Clinical, structuring, management, and overview and expertise in
supporting/participating in management presentations seeking corporate funding
and/or corporate relationships. MTC seeks to benefit from the Consultant's
expertise by retaining the Consultant as an exclusive Technical Consultant in
the area of Dental/Oral applications of the Company's Technology. The Consultant
wishes to perform consulting services for the MTC. Accordingly, MTC and the
Consultant agree as follows:
1. Services
a. The consultant shall provide advice and consulting services to
the Company with respect to matters related to
Medical/Dental/Oral Health experience regarding FDA Clinical,
structuring, management, and overview and share his expertise
in supporting/participating in management presentations
seeking corporate funding and/or corporate relationships. The
Consultant shall be engaged by the MTC as a consultant for the
exchange of ideas only and under the terms of this Agreement,
shall not direct or conduct or participate in fund raising of
any kind for or on behalf of the Company. Any such activity
which may be conducted shall be carried out solely and only by
MTC management or designees
b. Upon request by the Company and in return for compensation
detailed in Article 2, the Consultant shall keep MTC informed
about applications, features, and specifications in its area
of expertise as they may broaden or change from time to time
as well as be available for assisting in Dental/Oral quality
product control issues.
2. Compensation
As the full and sole consideration for the consulting services
provided by the Consultant, the Company shall pay to the Consultant
three hundred and twenty five thousand (325,000) of Mediscience
common SEC Restricted and legended by the transfer agent as SEC 144
3. Competition
The Consultant represents to the Company that the Consultant does
not have any agreement to provide consulting services to any other
party, firm, or company in the BIO-TECHNOLOGY industry on matters
relating to the scope of this consultancy, and will not enter into
any such agreement during the term of this Agreement. The Company
acknowledges and agrees, however, that nothing in this Agreement
shall affect the Consultant's right to contract with the Research
Foundation of City University of New York (CUNY) or any component of
CUNY System,
4. Confidentiality
a. The parties may wish, from time to time, in connection with
work contemplated under this Agreement, to disclose
confidential information to each other ("Confidential
Information"). Each party will use reasonable efforts to
prevent the disclosure of any of the other party's
Confidential Information to third parties for a period of
seven (_7_) years from receipt thereof. The recipient may
acquire information 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. The recipient agrees not to disclose any
Confidential Information to third parties or to use any
Confidential Information for any purpose other than
performance of the 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 the
recipient; (ii) is obtained by the recipient from a third
party who had the legal right to disclose the information to
the recipient; (iii) is already in the possession of the
recipient on the date this Agreement becomes effective; (iv)
is independently developed by recipient; 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 the Consultant
unless the information (i) is generated as a direct result of
the performance of consulting services under this Agreement.
5. Return of Materials
The Consultant agrees to promptly return, following the termination
of this Agreement or upon earlier request by the Company, all
drawings, tracings, and written materials in the Consultant's
possession and (i) supplied by
the Company in conjunction with the Consultant's consulting services
under this Agreement or (ii) generated by the Consultant in the
performance of consulting services under this Agreement.
6. Intellectual Property
a. Title to any inventions and discoveries made by or contributed
to by Consultant resulting from the work performed hereunder
shall reside in MTC title to all inventions and discoveries
made by MTC resulting from the research performed hereunder
shall reside in MTC; title to all inventions and discoveries
made jointly by Consultant and Company resulting from the
research performed hereunder shall reside in MTC and Company.
Inventorship shall be determined in accordance with U.S.
Patent law.
7. Term and Termination
a. This Agreement shall be for a term of 12 months, renewable
upon reasonable terms and conditions as may be agreed upon by
the Company and the Consultant.
b. Termination of the Agreement under paragraph 8(a) above shall
not affect (a) the Company's obligation to pay for services
previously performed by the Consultant and acknowledged by MTC
8. Miscellaneous
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. The Company will not use the Consultant's name in any
commercial advertisement or similar material used to promote
or sell products, unless the Company obtains in advance the
written consent of the Consultant.
d. Share transfer hereunder shall be deemed to have been properly
given / paid when deposited with the United States Postal
Service, registered or certified mail, by Registrar & Transfer
Co MTC's transfer agent in accordance with written
instructions provided by Consultant as to share issuance R/N/O
addressed as follows:
0000 Xxxxxxxxx Xxx, Xxxxxx Xxxx XX 00000 Attn: Xxxxx Xxxxxxxxx
000 Xxxx 00xx Xxxxxx, Xxx 0X Xxx Xxxx, XX
e. This Agreement replaces all previous agreements and the
discussions relating to the subject matters hereof and
constitutes the entire and only agreement between, the Company
and the Consultant 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 the Company, or by
any written documents unless it is signed by the CEO of the
Company and by the Consultant.
f. If any term or provision of this Agreement is deemed invalid,
contrary to, or prohibited under applicable laws or regulation
of any jurisdiction, this Agreement (save only this sentence)
shall be invalid.
g. The parties hereto agree to be bound by and under New York
State Law and to submit any and ail disputes of whatsoever
kind to the American Arbitration association of New York City
IN WITNESS WHEREOF, the parties have executed this Agreement effective the date
first stated above.
By: Xxxxxx Xxxxx ODS, Date, 3/4/04 /s/ Xxxxxx Xxxxx
By: Xxxxx Xxxxxxxxx, Chairman/CEO /s/ Xxxxx Xxxxxxxxx
Mediscience Technology Corp Date: 4/3/04
