GENBIOMICS, LLC
Investments for Pharmaceutical Research
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CONSULTANT AGREEMENT
THIS CONSULTANT AGREEMENT (the Agreement), is entered into effective as of
Friday, 17 May 2002 (the Effective Date) by and between DNAPrint Genomics, Inc.,
doing business at: DNAPrint Genomics, Inc. 000 Xxxxxxx Xxx., Xxxxxxxx, XX. 00000
(herein referred to as "Client") and GenBiomics, LLC with offices at 000
Xxxxxxxx Xx., #000, Xxxxxxxxxx, XX 00000 (herein referred to as "Consultant").
A. Client is in the business of genomics discovery and genomics products
development and in the conduct of said business desires to have the following
services, as a consultant, to be performed by consultant.
B. Consultant agrees to perform the services for Client under the terms and
conditions set forth in this agreement. In consideration of the mutual promises
set forth herein it is agreed by and between Client and consultant as follows:
1. Term
This Agreement shall begin on the effective Date and expire on December 31,
2005, unless sooner terminated in accordance with the terms of this agreement.
This agreement may be extended for additional periods by mutual agreement of
Consultant and Client. Any agreement to extend this Agreement must be confirmed
in writing signed by all parties to this Agreement.
2. Area of Consultation
2.1 Consultant will consult with and advise Client on the development of its
scientific and business plans aimed at identifying and optimising financing
strategies, structures and investors, focusing on equity capital for both
private placement and public offering of additional stock issues relating to
Client's business development program. In addition this agreement shall cover
issues relating to regulatory aspects in the equity management process as well
as overall corporate operational controls, measures and implementation of said
agreed upon strategies.
2.2 All communications and reports from Consultant shall be directed to Xx. Xxxx
Xxxxxxxx, Chief Executive Officer, President and Chief Scientific Officer of
DNAPrint Genomics, Inc.
2.3 Each particular service rendered by Consultant and the approximate time
requirement has to be defined and agreed in a separate letter, heretofore
referred to as an "Addendum to the Contract". Unless such service and estimated
time requirement is agreed upon between the parties' consultant is not entitled
to claim for payment or compensation. If the services rendered by consultant
will exceed the estimated time requirement by more than 10% consultant will
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inform Client immediately. Rendering further services by the consultant (i.e.
services exceeding the estimated time requirement by more than 10%) are subject
to the prior written approval of Client. Without such approval consultant is not
entitled to claim for payment or compensation for all services rendered which
exceed the estimated time requirement by more than 10%.
3. TIME DEVOTED TO WORK
In the performance, the aforesaid services and the hours consultant is to work
on any given day will be entirely within consultant's control and Client will
rely upon consultant to put in effort as is reasonably necessary to fulfil the
spirit and purpose of this contract. Consultant will provide monthly reports
with tracking of hours and subject of the work.
4. PLACE OF WORK
Consultant's services will be rendered largely at of 00 Xxxxxxxx Xxx.
Xxxxxxxxxx, XX 00000, as well as, 0000 Xxx Xxxxxxx, Xxxx, XX 00000 and 0000
Xxxxxxxxx Xxxx, Xxxxxxxxx XX 00000; but consultant will, on request, come to
Client's address of 000 Xxxxxxx Xxx., Xxxxxxxx, XX. 00000 or such other places
designated by Client to meet with representatives of Client.
5. PAYMENT
5.1 Except as otherwise set forth herein, Client shall pay Consultant, and
Consultant shall accept for Consultant's services under this Agreement a
compensation of a consultancy rate that is determined on a project by project
basis and is clearly defined and agreed to by both parties and as found as
"Addendum to the Contract". The payment will be based on the prorate monthly
basis of the "Addendum to the Contract" and as defined by the mutually signed
and agreed to "Addendum to the Contract". Payment, as defined by the "Addendum
to the Contract" and may vary from time to time and may be paid in the form of
market securities, restricted securities, options, cash or other forms of
compensation, shall be made upon receipt of the invoice within 30 days or as in
the case of agreed to expenses, paid within 10 days of receipt of invoice in
accordance with the terms and conditions of this contract and as so modified and
agreed to by both parties in the attached "Addendum to the Contract".
5.2 Consultant acknowledges that Client may report payments to United States and
State tax authorities
5.3 Upon receipt by Client of original receipts of expenditures by Consultant,
Client shall reimburse Consultant for reasonable expenses incurred by
Consultant, at the request and with the prior written approval of Client, in
rendering services hereunder and that upon receipt shall pay Consultant within
10 days of said receipt.
6. STATUS OF CONSULTANT
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The consultant is engaged as an independent contractor and shall be treated as
such for all purposes, including but not limited to, Federal and State taxation,
withholding, unemployment insurance, and worker's compensation. Consultant will
not be considered an employee of Client for any purpose.
7. TRADE SECRETS AND CONFIDENTIAL INFORMATION
7.1 DNAPrint Genomics, Inc. CONFIDENTIAL INFORMATION
Any trade secrets or any other information of value relating to the business
and/or field of interest of Client or any of its Affiliates including, but not
limited to, information relating to inventions, disclosures, process, systems,
methods, formulae, devices, patents, patent applications, trademarks,
intellectual properties, instruments, materials, products, research or
development activities and plans, clinical, pre-clinical, or other data,
specifications, computer programs, costs of production, prices or other
financial data, volume of sales, promotional methods, marketing plans, strategic
plans, lists of names or classes of customers, or lists of suppliers, that
Consultant obtains through its consultant capacity with Client during the term
of this Agreement, or may have acquired through previous dealings with Client or
any of its Affiliates, shall be regarded as held by Consultant in a fiduciary
capacity solely for the benefit of Client, its successors or assigns, and shall
not at any time, either during the term of this Agreement, or thereafter, be
disclosed, divulged, furnished or made accessible by Consultant to anyone, or be
otherwise used by Consultant, expect in the regular course of Consultant's
providing services for Client under this Agreement. Information shall for
purposes of this Agreement be considered to be secret if not known by the public
generally, even though such information may have been disclosed to one or more
third parties pursuant to agreements entered into by Client or its Affiliates.
7.2 THIRD PARTY CONFIDENTIAL INFORMATION
Consultant shall not divulge any information to Client pursuant to this
agreement that is the proprietary property of a third party.
8. ASSIGNMENT OF INVENTIONS AND OTHER INTELLECTUAL PROPERTIES
8.1 ASSIGNMENT
Consultant agrees to and does hereby sell, assign, transfer and set over to
Client, its successors or assigns, as the case may be, of all Consultant's
right, title and interest in and to any texts, writings or video or audio
recordings produced hereunder (whether copyrighted or not) as well as any
copyrights, software, inventions, improvements, processes, patents or
applications for patents that Consultant develops or conceives individually or
in conjunction with others, as a result of or in connection with the services
rendered by Consultant for Client in the Area of Consultation, to be held and
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enjoyed by Client, its successors or assigns, as case may be, to the full extent
of the term for which any Letters Patent may be granted and as fully as the same
would have been held by Consultant had this Agreement, sale or assignment not
been made.
8.2 DOCUMENTS NECESSARY
Consultant shall make, execute and deliver any and all instruments and documents
and perform any and all acts necessary to obtain, maintain and enforce patents,
trademarks and copyrights for such inventions, improvements, processes and
writings, as Client may desire in any and all countries. All costs, expenses of
application and prosecution of such patents, trademarks and copyrights shall be
paid by Client.
8.3 ORIGINALS
Upon Client's request, Consultant shall deliver all original text (including the
floppy disks containing such text), tapes, artwork and other items created or
obtained for Employer under this Agreement.
8.4 EXCLUSIONS
For the avoidance of doubt the parties agree that the Consultant's intellectual
property, ideas, concepts, programs, software, chemical libraries, compounds,
any trade secrets or any other information of value relating to the business
and/or field of interest of Consultant or any of its Affiliates including, but
not limited to, information relating to inventions, disclosures, process,
systems, methods, formulae, devices, patents, patent applications, trademarks,
intellectual properties, instruments, materials, products, research or
development activities and plans, clinical, pre-clinical, or other data,
specifications, computer programs, costs of production, prices or other
financial data, volume of sales, promotional methods, marketing plans, strategic
plans, lists of names or classes of customers, or lists of suppliers
(hereinafter effectively referred to as "Items"), shall remain in Consultant's
sole and exclusive ownership, unless (i) otherwise agreed in this Agreement or
in a separate contract between the parties, and/or (ii) unless Client receives,
obtains or is informed about such Items from/by Consultant as a result of or in
connection with the services rendered by Consultant for Client in the Area of
Consultation under this Agreement, or such Items are conceived, disclosed,
divulged, furnished or made accessible by Consultant to Client as a result of or
in connection with the services rendered by Consultant for Client in the Area of
consultation under this Agreement.
9. NOTICE
Any notice required or permitted to be given hereunder shall be deemed
sufficient if sent by facsimile letter or overnight courier, or delivered by
hand to Client or Consultant at the respective addresses first given above or at
such other address as either party hereto may designate. If sent by facsimile
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letter notice shall be deemed given when the transmission is completed if the
sender has a confirmed transmission report. If a confirmed transmission report
does not exist, then notice will be deemed given when the notice is actually
received by the person to whom it is sent. If delivered by overnight courier,
notice shall be deemed given when it has been signed for. If delivered by hand,
notice hall be deemed given when received.
10. SERVICES FOR OTHERS
As consultant will acquire or have access to information, which is of a highly
confidential and secret nature, consultant shall not perform any services for
any other person or firm on a specific topic which relates (i) to any area of
service rendered under this Agreement or (ii) to the confidential information
without Client's prior written approval.
11. TERMINATION
11.1 BREACH
If either party hereto breaches any of the terms or conditions of this
Agreement, the other party may terminate this Agreement immediately upon written
notice to the breaching party. Upon such termination, consultant will submit an
invoice to Client for all services satisfactorily performed, inEmployer's sole
determination, and reimbursable expenses incurred and paid by Consultant up to
the date of termination. If the termination is due to Consultant's breach of
this agreement, an adjustment will be made in payment depending on the nature of
the breach.
11.2 WITHOUT CAUSE
Either party may terminate this agreement without cause at any time upon 30 days
written notice. Upon receipt of such notice, consultant will discontinue work
and will submit an invoice to Client for all services satisfactorily performed,
in Client's or independent third party's determination, and reimbursable
expenses incurred and paid by consultant up to the date of receipt of notice of
termination.
12. SURVIVAL
The provisions of Sections 7, 8, and 11 shall survive expiration or termination
of this Agreement.
13. APPLICABLE LAW/PLACE OF JURISDICTION
This Agreement, all services performed under this Agreement and all disputes
between the parties arising out of or in connection with this Agreement are
solely governed by Florida law with the exception of the Law on the
International Sale of Goods or where Uniform Commercial Code (UCC) is
applicable.
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Investments for Pharmaceutical Research
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Place of exclusive jurisdiction is Tampa, Florida or unless otherwise agreed to
by mutual consent by both parties.
14. WARRANTY
Consultant warrants that its services hereunder will be of a professional
quality confirming the generally accepted industry standards and practices.
IN WITNESS WHEREOF, the parties hereto have executed this agreement
The day and year first above written.
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DNAPrint Genomics, Inc., Client
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GenBiomics, LLC, Consultant
