BUSINESS CONSULTANT AGREEMENT
EXHIBIT
10.18
This
Business Consultant Agreement ("Agreement") is made and effective February 18,
2010.
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BETWEEN:
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Xx. Xxxxxx Xxxxxx, MD,
(the "Consultant"), an individual with his main address located
at:
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0000 Xxxxxxx Xxxx
Xxxxx Xxxxx, XX 00000
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AND:
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Atossa Genetics, Inc.
(the "Company"), a company organized and existing under the laws of
the State of Delaware, with its head office located
at:
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0000 X. Xxxxxxx Xx., Xxxxx
000
Xxxxxxx,
XX 00000
NOW,
THEREFORE, in consideration of the mutual covenants set forth herein and
intending to be legally bound, the parties hereto agree as follows:
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A.
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CONSULTATION
SERVICES
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The
company hereby employs the consultant as a member of the Scientific Advisory
Board to perform the following services in accordance with the terms and
conditions set forth in this agreement: Provide scientific advice to the board
of directors and officers of the Company; recommend additional qualified
individuals to join the SAB, and participate in meetings of the
SAB.
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B.
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TERMS
OF AGREEMENT
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This
agreement will begin the effective date of this agreement and will end December
31, 2010. Either party may cancel this agreement on 30 days notice to the other
party in writing, by certified mail or personal delivery. This
agreement can be extended on an annual basis upon mutual written agreement of
the parties.
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C.
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TIME
DEVOTED BY CONSULTANT
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It is
anticipated the consultant will spend approximately four hours per month in
fulfilling its obligations under this contract. The particular amount of time
may vary from month to month. However, the consultant shall devote a minimum of
four hours per month to its duties in accordance with this
agreement.
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D.
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PLACE
WHERE SERVICES WILL BE RENDERED
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The
consultant will perform most services in accordance with this contract at a
location of consultant’s discretion. In addition, the consultant will perform
services on the telephone and at such other places as necessary to perform these
services in accordance with this agreement.
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E.
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COMPENSATION, BENEFITS AND
EXPENSES
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5.1
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Compensation
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In
consideration of the services to be rendered hereunder Consultant shall be paid
$5,000.00 upon the signing of this Agreement and $250.00 per hour
thereafter.
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5.2
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Benefits
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Other
than the compensation specified in this 5.1, Consultant shall not be entitled to
any direct or indirect compensation for services performed
hereunder.
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5.3
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Expenses
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The
Company shall reimburse Consultant for reasonable travel and other business
expenses incurred in the performance of the duties hereunder in accordance with
the Company’s general policies, as they may be amended from time to time during
the course of this Agreement.
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6
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INDEPENDENT
CONTRACTOR
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Both the
company and the consultant agree that the consultant will act as an independent
contractor in the performance of its duties under this contract. Accordingly,
the consultant shall be responsible for payment of all taxes including Federal,
State and local taxes arising out of the consultant's activities in accordance
with this contract, including by way of illustration but not limitation, Federal
and State income tax, Social Security tax, Unemployment Insurance taxes, and any
other taxes or business license fee as required.
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7
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CONFIDENTIAL
INFORMATION
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The
consultant agrees that any information received by the consultant during any
furtherance of the consultant's obligations in accordance with this contract,
which concerns the personal, financial or other affairs of the company will be
treated by the consultant in full confidence and will not be revealed to any
other persons, firms or organizations.
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8
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USE
OF WORK PRODUCT
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Except as
specifically set forth in writing and signed by Company and Consultant,
Consultant shall have all copyright and patent rights with respect to all
materials developed under this contract, and Company is hereby granted a
non-exclusive, royalty-free license, with a right to sublicense, to use and
employ such materials within the Company’s business.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
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COMPANY
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CONSULTANT
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/s/ Xxxxxx X. Xxxx, MD.,
PhD
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/s/ Xxxxxx X. Xxxxxx
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Authorized
Signature
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Authorized
Signature
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Xxxxxx X. Xxxx, MD, PhD
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Xxxxxx X. Xxxxxx, MD
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Print
Name and Title
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Print
Name and Title
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