CONSULTANT AGREEMENT
This
Agreement (the “Agreement”) is made in New York, New York as of November 29,
2006 by and between Neuro-Hitech, Inc., Xxx Xxxx Xxxxx, Xxxxx 0000, Xxx Xxxx,
Xxx Xxxx 00000 (“NHI”), and X.X. Xxxxxx Medical, Inc., with a principle place of
business at 00 Xxxxxx Xx, Xxxxxxx, Xxxx Xxxxxx X0X 0X0, Xxxxxx X. Xxxxxx,
Principal Consultant (“Consultant”). The Agreement shall become effective as of
the closing of the Merger (defined below).
Consultant
has previously entered into a Consultant Agreement with Q-RNA, Inc. (the “Prior
Agreement”). NHI is acquiring Q-RNA, Inc. by merger (the “Merger”), and in
connection with the closing of the Merger NHI desires to retain the Consultant
to perform services for NHI. Consultant is willing to perform such services
pursuant to the terms and conditions hereof.
THEREFORE,
NHI
and
Consultant hereby agree as follows:
1. Engagement.
NHI
retains Consultant to perform services outlined and summarized in the work
Summary, attached hereto as an Appendix A, and to the extent the Appendix A
is
consistent with the terms of this agreement, it is incorporated herein.
Consultant hereby accepts such engagement and shall perform such services in
a
timely manner under the general supervision of NHI. The Consultant shall take
general direction from the individual or individuals identified as contact
persons in the Appendix A, or other designated NHI employee(s). Services will
be
performed by Consultant at NHI facilities or at such place as is designated
by
NHI. The services are to be performed during normal business hours, unless
otherwise specified.
2. Compensation
and Hours.
(a) In
full
consideration of the completion of work or services under this agreement, NHI
or
its appointed agent, shall:
(i)
pay
Consultant a fee, in accordance with the payment schedule, if any, specified
in
Appendix A. Such fee shall cover all ancillary expenses, such as office supplies
and secretarial expenses. Consultant shall submit a Statement of Services to
NHI
at the end of each month (or such other period as may be agreed to by the
parties) setting forth the tasks performed, the person(s) for whom such tasks
were performed, and specifying the fees due with respect thereto. In addition
and as appropriate Consultant may be required to submit supporting documents.
NHI agrees to remit payment to Consultant within thirty (30) days of receipt
of
such statement, unless otherwise agreed.
(ii)
grant Consultant an option to purchase 500,000 shares of NHI’s common stock upon
the closing of the Merger pursuant to the Company’s stock option plan. Such
option shall have an exercise price equal to the closing price for the NHI
common stock as reported on the OTC Bulletin Board on the business day prior
to
the closing of the Merger, shall have a term of fifteeen years, shall include
the vesting terms set forth in Appendix B and otherwise shall be in the form
of
Appendix B.
(b) In
a
typical year, it is expected that NHI would require two (2) days per quarter
or
eight (8) days per year of Consultant’s time. However, NHI will limit its
requests for Consultant’s services to a maximum of no more than twenty (20) days
per year.
3. Term,
Notice and Termination.
The
term
of this Agreement shall begin on the Effective Date and shall continue until
the
Termination Date specified in the Appendix A. This Agreement may be terminated
by NHI, at any time upon reasonable notice, not to exceed thirty days. This
Agreement may be terminated by Consultant in the event of a breach of a material
term of the Agreement by NHI or by written notification as stipulated in
Appendix A. This Agreement may be terminated immediately if mutually agreed
upon
by both the Consultant and NHI. Termination of the Agreement does not relieve
Consultant of obligations under Paragraphs 5, 6 and 7. In the event of
termination by NHI, NHI shall reimburse Consultant for non-cancellable charges
and expenses incurred by Consultant. In no event shall NHI be liable for
indirect, consequential or punitive damages.
4. Status.
Consultant
acknowledges and agrees that as a contractor for NHI, Consultant is not
considered an employee of NHI under any federal, state, or local law and is
not
entitled to any benefits or privileges given or extended by NHI to its
employees.
5. No
Conflict.
Any
activities the Consultant undertakes with third parties shall not conflict
with
work performed for NHI. Consultant represents and warrants that Consultant
has
authority to make any disclosure of information which NHI receives
hereunder.
6. Confidentiality.
During
the term of this Agreement certain proprietary information may be acquired
by
Consultant, and during the term of the Prior Agreement certain proprietary
information may have been acquired by Consultant (collectively, the
“Information”). The Information is valuable to the Consultant and allows the
Consultant to perform services or bid on services to be performed for NHI.
Consultant shall use the Information solely for the purposes set forth herein
and shall not disclose the Information, or any part thereof, to any third party
except to the extent necessary to perform services for NHI. All Information,
including but not limited to, documents, drawings, technical information,
sketches, designs, business information, employee and customer lists, vendors,
suppliers, distributors, and marketing plans, furnished to Consultant by NHI
or
Q-RNA shall remain the property of NHI and shall be returned to NHI promptly
at
its request, together with any and all copies made thereof by
Consultant.
No
obligation shall be imposed on Consultant with respect to any Information which:
(a) at
or before the time of disclosure is, or becomes through no act or omission
of
Consultant, part of the public domain;
(b)
was
known, as shown by independently verifiable written records, to Consultant
at or
prior to disclosure to Consultant, provided that such knowledge was not gained
from third parties through breach of confidentiality obligation;
(c)
is
subsequently disclosed to Consultant by a third party having no obligation
of
confidentiality with respect to the Information; or
(d)
is
required to be disclosed by any governmental, judicial or administrative
proceeding, provided that Consultant will take reasonable precautions to notify
NHI of such disclosure prior to the event.
7. Disclosure,
Assignment of Intellectual Property.
In
consideration of the disclosure of certain proprietary information by NHI to
Consultant, Consultant agrees, during the term of this Agreement and thereafter,
to promptly report and disclose to a representative of NHI, all inventions,
ideas, technical improvements, and other valuable information, and all literary,
artistic, compositional works, industry reports, programs, manuals, tapes,
card
decks, blueprints, listings, discussions and other programming documentation
(hereinafter collectively termed “Intellectual Property”) made or conceived in
the performance of work or services under this Agreement. All such Intellectual
Property shall be owned exclusively by NHI, as a work made for hire in the
case
of copyrightable material, NHI shall own the material and the copyrights.
Consultant shall assign to NHI Consultant’s entire interest in such Intellectual
Property, and upon NHI’s request, shall execute and deliver all papers and
documents which NHI may deem appropriate in order to effect such assignment.
Consultant will assist NHI in the drafting and filing of all papers and
applications reasonably necessary for perfection of NHI’s right in such
Intellectual Property. Consultant will be compensated at the specified hourly
rate for such assistance. There shall be no restriction on NHI’s right to use,
disclose, or otherwise deal with the information, data or services provided
by
Consultant.
For
clarification, any Intellectual Property developed by or under the direction
of
Xx. Xxxxxx Xxxxxx, under a Research Agreement between either Queen’s University
or Dalhousie University and NHI, shall be owned and managed in accordance with
the terms of that Research Agreement. The Research Agreement will take
precedence should there be conflict between this Agreement and the Research
Agreement. For further clarification, any Intellectual Property that is
dominated by Intellectual Property created during this Agreement which is
subject of a License Agreement between Parteq Innovations and NHI or that falls
under the scope of Intellectual Property licensed by Parteq to NHI, will be
owned by Queen’s University or Dalhousie University as the case may be, and made
available under the existing license agreement.
8. Safety
Requirements.
Consultant
shall take all necessary and reasonable precautions to prevent the occurrence
of
any injury to persons or property during the performance of services hereunder,
including those precautions that NHI personnel direct or impose. NHI shall
have
no liability to Consultant, and Consultant shall hold NHI harmless in respect
to
Consultant, Consultant employee or third party injuries, deaths, losses and
damages which occur as a result of Consultant performing under this
Agreement.
9. Compliance
with Laws and Regulations.
Consultant
shall comply with applicable provisions of Federal U.S.A., Canadian, State,
Provincial and Local laws and regulations in the performance of services
hereunder, including but not limited to, the laws of the United States and
Canada relating to export, the Fair Labor Standard Act and
Non-discrimination.
10. NHI’s
Rights to Proceed.
NHI
shall
have the right to proceed directly against Consultant for any breach of the
Consultant’s obligations under Paragraphs 5, 6 and 7. Consultant acknowledges
that a breach of Consultant’s obligations under Paragraphs 5, 6 and 7 will cause
NHI irreparable harm and entitles NHI to immediate injunctive
relief.
11. Delivery
Schedule.
Time
is
of the essence. It is Consultant’s responsibility to comply with times for the
delivery of services, documents and information. NHI’s failure to deliver
services, documents and information on time shall add to any other delays.
Consultant’s failure to deliver services and/or product in accordance with the
delivery schedule shall allow NHI to terminate immediately without
notice.
12. Non-Assignment.
Assignment
of this Agreement or any interest herein or any payment due or to become due
hereunder, without the written consent of the other party, shall be void and
of
no effect and may, at the option of the non-assigning party, render this
Agreement void.
13. Waiver
of Liability.
NHI
will
not be liable to Consultant for any personal injuries or property damage
sustained by Consultant in performance of services hereunder. Consultant shall
hold NHI harmless from all liability for personal injuries or property damage
directly related to the performance of contracted services unless NHI is
negligent.
14. Miscellaneous.
This
Agreement represents the entire understanding of the parties, and no other
prior
or contemporaneous writings will be considered part of this Agreement. In
particular, this Agreement supersedes the Prior Agreement, except to the extent
that Sections 7, 8, 10 and 13 of the Prior Agreement continue in effect by
their
terms. Modifications of this Agreement must be made in writing, and signed
by
the party against whom enforcement is sought. This Agreement shall be construed
under the laws of the state of New York, New York, U.S.A. If any of the
provisions of this Agreement are found to be unenforceable, void, or illegal,
the surviving provisions shall remain valid and in effect.
In
Witness Whereof the
Parties have executed this Agreement in duplicate counterparts as of the date
first written above.
| Consultant | ||
| X.X. Xxxxxx Medical, Inc. | ||
| By: /s/ Xxxxxx X. Xxxxxx |
|
|
|
Xxxxxx
X. Xxxxxx, M.D., Ph.D.
|
||
| Neuro-Hitech, Inc. | ||
| By: /s/ Xxxxxx Xxxxxxx |
|
|
|
Chief
Executive Officer
|
||
Appendix
A
Consultant:
The
Consultant’s services shall be furnished by Xxxxxx
X.
Xxxxxx, M.D., Ph.D.
Project
Effective Date: The
project effective date shall be the Effective Date of the Agreement to which
this Appendix is attached.
Project
Term, Renewal and Termination Date: Project
term shall be one year from Effective Date and renewable annually and
automatically unless one party indicates a desire to terminate the relationship.
Termination notification shall be given by Consultant 30 days prior to
Termination Date.
Payment
to Contractor: The
Company shall pay Consultant US$1,000 per day of consulting, pro rata as
appropriate for services actually performed. Consultant shall receive
instruction and direction as to the subject matter and time of the work to
be
performed. Reasonable and customary out of pocket expenses incurred by the
Consultant shall be reimbursed. Expenses in amounts greater than US$500 require
prior approval of NHI.
Specify
support documentation necessary:
Consultant shall submit one or more invoices for work actually performed. Such
invoices shall describe the services performed and the time charges associated
with such work.
Contact
persons (NHI):
Xxxxxx
Xxxxxxx & L. Xxxxxxx XxXxxxxx - for administrative, licensing, and other
business matters
Summary
of work to be performed: To
serve
as a member on NHI’s Scientific Advisory Board (SAB) and on an “as requested”
basis consult with NHI on matters pertaining to the research and development
of
products owned or licensed by NHI. In addition, to serve as the overall
coordinator and administrator of any formal licensing, sponsored research or
other agreements as executed by NHI with Queens University, PARTEQ Innovations
and Dalhousie University. NOTE:
Any
formal licensing, sponsored research agreements for and between NHI and Xx.
Xxxxxx X. Xxxxxx, Queens University, PARTEQ Innovations and Dalhousie University
shall supersede any provisions of this Agreement.
| Approved: | |||
| X.X. Xxxxxx Medical, Inc. | |||
| By: /s/ Xxxxxx X. Xxxxxx | |||
|
Xxxxxx
X. Xxxxxx, M.D., Ph.D.
|
|||
Appendix
B
Vesting
Term:
|
Milestone
|
Per
Cent
|
||||||
|
PTO
allows/issues first of anti-amyloid patent applications
|
15.0
|
%
|
75,000
|
||||
|
IND
for any anti-amyloid compound approved by FDA
|
15.0
|
%
|
75,000
|
||||
|
Completion
of Phase II trial of first anti-amyloid compound
|
15.0
|
%
|
75,000
|
||||
|
Completion
of Phase III trial of first anti-amyloid compound
|
15.0
|
%
|
75,000
|
||||
|
For
each successful year completed of Sponsored Research
Agreement
|
|||||||
|
Year 1 July 2005 - June 2006
|
10.0
|
%
|
50,000
|
||||
|
Year 2 July 2006 - June 2007
|
10.0
|
%
|
50,000
|
||||
|
Year 3 July 2007 - June 2008
|
10.0
|
%
|
50,000
|
||||
|
Year 4 July 2008 - June 2009
|
10.0
|
%
|
50,000
|
||||
|
TOTAL
|
100.0
|
%
|
|||||
|
Approved:
|
|||
| X.X. Xxxxxx Medical, Inc. | |||
| By: /s/ Xxxxxx X. Xxxxxx | |||
|
Xxxxxx
X. Xxxxxx, M.D., Ph.D.
|
|||
