EXHIBIT 10.14
GENVEC, INC.
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement"), effective as of March 17, 1999
(the "Effective Date"), is entered into between Xxxxxxx X. Xxxxxx, residing at
000 Xxxxxx Xxxx, Xxxx Xxxx, Xxx Xxxxxx 00000 ("Consultant"), and GenVec,
Inc., a Delaware corporation having a principal place of business at 00000
Xxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000 ("GenVec").
BACKGROUND
A. Consultant currently is serving as the Chairman of the Board of
Directors of GenVec.
B. GenVec desires to retain the services of Consultant in a consulting
capacity with respect to certain activities as described in this agreement.
NOW, THEREFORE, Consultant and GenVec agree as follows:
1. DESCRIPTION OF SERVICES. GenVec hereby retains Consultant and
Consultant hereby agrees to consult regarding GenVec's activities. Such
consulting services may take place between GenVec's management, scientists,
or other consultants, in the form of formal meetings, review of written
materials, informal consultation over the telephone, or otherwise, as agreed
by the parties.
2. COMPENSATION. As consideration for Consultant's performance of the
Agreement, GenVec shall pay Consultant One Thousand Five Hundred U.S. Dollars
($1,500.00) per day of consulting service requested by GenVec, and rendered
by Consultant. For purposes of this Agreement, eight (8) hours shall
constitute one day of consulting service. Consultant agrees to make himself
available to GenVec to provide consulting services for a minimum of five (5)
business days and up to ten (10) business days per month. Consulting services
rendered for any portion of one day hereunder shall be compensated on an
hourly basis at the rate of One Hundred Eighty-Seven U.S. Dollars ($187.00)
per hour. GenVec shall pay such consideration within thirty (30) days of
Consultant's rendering of such services. In the event that Consultant renders
more than 10 days of consulting service, Consultant shall provide to GenVec
written documentation, in a form reasonably acceptable to GenVec, stating the
number of additional days (or hours, if applicable) of consulting services
provided during the prior calendar month. Such statement shall be sent to the
attention of the Accounts Payable Department at GenVec, and GenVec shall pay
such consideration within thirty (30) days of receiving such documentation.
Consultant acknowledges that no amount will be withheld from his consulting
fees hereunder for payment of any federal, national, state, or local taxes,
and that Consultant has sole responsibility to pay such taxes, if any, and to
file such returns as may be required by applicable laws and regulations.
3. EXPENSES. GenVec will reimburse Consultant for reasonable,
documented expenses incurred by Consultant while rendering services under
this Agreement, subject to approval and
customary verification by GenVec. Such expenses shall include reasonable
necessary travel, lodging, and meal expenses. Requests for reimbursement
shall be in a reasonable form acceptable to GenVec and shall include an
itemized accounting of such expenses supported by documentation.
4. PROPRIETARY INFORMATION AND INVENTIONS.
4.1 PROPRIETARY INFORMATION. Consultant acknowledges that his
relationship with GenVec is one of high trust and confidence and that in the
course of his service to GenVec he will have access to and contact with
Proprietary Information. The Consultant agrees that he will not, during the
Term (as defined in Section 7 below) of the Agreement or at any time within
five (5) years thereafter, disclose to others, or use for his benefit or the
benefit of others, any Proprietary Information or Inventions (as defined in
Section 4.3 below).
4.1.1 For purposes of this Agreement, "Proprietary
Information" shall mean all information (whether or not patentable and
whether or not copyrightable) owned, possessed or used by GenVec, including,
without limitation, any Invention, formula, trade secret, process, research,
report, technical data, know-how, technology or information with respect to
employee compensation, or any marketing plan or business plan, or forecasts,
customer lists or information regarding finances, marketing, pricing, or
costs that is communicated to, learned of, developed or otherwise acquired by
Consultant as a direct result of the services performed by Consultant for
GenVec under the Agreement.
4.1.2 Consultant's obligations under this Section 4.1 shall
not apply to any information that (i) is or becomes known to the general
public under circumstances involving no breach by the Consultant or others of
the terms of this Section 4.1, or (ii) is in Consultant's possession at the
time of disclosure, as shown by contemporaneous written evidence.
4.2 OWNERSHIP AND RETURN OF PROPERTY. All documents, data,
records, apparatus, equipment and other physical property, whether or not
pertaining to Proprietary Information, furnished to Consultant by GenVec or
produced by Consultant or others in connection with Consultant's services
shall be and remain the sole property of GenVec and shall be returned
promptly to GenVec as and when requested by GenVec. Should GenVec not so
request, Consultant shall promptly return and deliver all such materials and
property upon termination of this Agreement for any reason, and Consultant
will not retain any such property or any reproduction or extract thereof
following any termination.
4.3 INVENTIONS.
4.3.1 OWNERSHIP. All inventions, discoveries, data,
technology, designs, innovations, and improvements related to the business of
GenVec which are made, conceived reduced to practice or otherwise developed
by the Consultant, solely or jointly with others, as a direct result of
services performed under the terms of this Agreement (collectively,
"Inventions") or GenVec's Proprietary Information received by the Consultant
under the terms of this Agreement shall be the property of GenVec. Consultant
hereby assigns to GenVec any right, title and interest he may have in any and
all Inventions and any and all related patents, copyrights, trademarks, trade
names,
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and other industrial and intellectual property rights and applications
therefor, in the United States and elsewhere, and appoints the Chief
Executive Officer of GenVec as his duly authorized attorney to execute, file,
prosecute and protect the same before any government agency, court or
authority.
4.3.2 DISCLOSURE. During the term of this Agreement and
within one (1) year thereafter, Consultant will promptly disclose to GenVec
all Inventions.
4.3.3 COOPERATION. Upon the request of GenVec and at GenVec's
expense, Consultant shall execute such further assignments, documents and
other instruments as may be necessary or desirable to fully and completely
assign all Inventions to GenVec and to assist GenVec in applying for,
obtaining, defending and enforcing patents and/or copyrights or other rights
in the United States and in any foreign country with respect to any
Inventions.
4.4 RELEVANT DEVELOPMENTS. In the event that Consultant invents or
discovers, or participates in the invention or discovery, of technology or
information relevant to the business of GenVec, Consultant agrees to use his
best efforts to notify GenVec of such invention or discovery and to assist
GenVec with the possible purchase or licensing of such invention or discovery.
5. OTHER CONSULTANT OBLIGATIONS.
5.1 Consultant will not disclose to GenVec any information that
Consultant is obligated to keep secret pursuant to an existing agreement with
a third party or consistent with his duties or obligations to such third
party and nothing in this Agreement win impose any obligation on Consultant
to the contrary.
5.2 The consulting services provided by Consultant hereunder will
not be conducted on time that is required to be devoted to any third party.
Consultant shall not use the funding, resources or facilities of any other
third party to perform consulting services hereunder and shall not perform
such services in any manner that would give any third party rights to any
result of such services.
5.3 Subject to written waivers that may be provided by GenVec upon
Consultant's request, which waivers shall not be unreasonably withheld,
Consultant agrees that during the term of this Agreement he will not directly
or indirectly (i) provide any consulting services in the field of gene
therapy to any other business or commercial entity, (ii) participate in the
formation of any business or commercial entity in the field of gene therapy,
or (iii) solicit or hire away, or assist a third party to solicit or hire
away, any employee or consultant of GenVec. Consultant shall promptly notify
GenVec of all other consulting agreements which Consultant has entered into,
or any consulting services which Consultant may provide to any third party
relating to gene therapy.
6. NATURE OF RELATIONSHIP. At all times while acting pursuant to this
Agreement, Consultant shall be deemed an independent contractor and will not
be deemed to be an employee of GenVec for any purpose, including without
limitation, for the purpose of any employee benefit program, tax withholding,
unemployment benefits, or otherwise. Consultant acknowledges and agrees and
it is the intent of the parties hereto that Consultant receive no
GenVec-sponsored benefits
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from GenVec either as Consultant or employee. Such benefits include, but are
not limited to, paid vacation, sick leave, medical insurance, and 401(k)
participation. If Consultant is reclassified by a state or federal agency or
court as an employee, Consultant will become a reclassified employee and will
recieve no benefits except those mandated by state or federal law, even if by
the terms of GenVec's benefits plans in effect at the time of such
reclassification Consultant would otherwise be eligible for such benefits.
Consultant shall not enter into any agreement or incur any obligations on
GenVec's behalf, or commit GenVec in any manner. Consultant further agrees to
indemnify and hold harmless GenVec and its directors, officers, and
employees from and against all taxes, losses, damages, liabilities, costs and
expenses, including attorney's fees and other legal expenses, arising
directly or indirectly from (i) any negligent reckless or intentionally
wrongful act of Consultant or Consultant's assistants, employees or agents,
(ii) a determination by a court or agency that the Consultant is not an
independent contractor, or (iii) any breach by Consultant or Consultant's
assistants, employees or agents of any convenants contained in this Agreement.
7. TERM. This Agreement shall become effective as of the Effective
Date and remain in effect until the first anniversary of the Effective Date,
unless terminated earlier pursuant to Section 8 (the "Term"), and, if
mutually agreed, may be extended on a month to month basis, on the same terms
and conditions herein.
8. TERMINATION. Each of GenVec and Consultant may terminate this
Agreement for any reason upon thirty (30) days written notice to the other
party. This Agreement shall automatically terminate upon death of Consultant.
Termination or expiration of this Agreement or any mutually agreed extension
shall not relieve a party with respect to any obligation accrued hereunder
prior to such expiration or termination. Section 4, 5 and 9 through 13 shall
survive any expiration or termination of this Agreement.
9. REMEDIES. Consultant acknowledges that GenVec will suffer
irreparable harm and have no adequate remedy at law if Consultant violates
the terms of Section 4 or 5. In such event, Gen Vec shall have the right, in
addition to any other rights it may have, to obtain in any court of
competent jurisdiction injunctive or other relief to restrain any breach or
threaten breach of this Agreement without the obligation of posting any bond.
10. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Maryland, U.S.A., and the exclusive
venue for any dispute between the parties regarding the subject manner of
this Agreement shall be the state and federal courts located in the State of
Maryland, U.S.A., and the parties hereby consent to the personal jurisdiction
of such courts.
11. NO CONFLICT. Consultant represents that his retention as a
consultant with Gen Vec and his performance under this Agreement does not,
and shall not, breach any agreement that obligates him to keep in confidence
any trade secrets or confidential or proprietary information of his or of any
other party or to refrain from competing, directly or indirectly, with the
business of any other party. Consultant shall not disclose to GenVec any
trade secrets or confidential or proprietary information of any other party.
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12. ASSIGNMENT. GenVec shall have the right to assign its rights
under this Agreement to any person, partnership, corporation, or other
entity, provided that any assignee, transferee, or other successor agrees to
be bound by the terms hereof. Consultant shall not assign this Agreement
without Gen Vec's prior written consent. This Agreement shall be binding on
Gen Vec, its successors and assigns, and on Consultant, his heirs and assigns.
13. NOTICES. Any notice required or permitted hereunder shall be in
writing and considered given when personally delivered or sent by certified
or registered mail, postage paid, or overnight delivery service, if to
Consultant, at his residence listed above, and if to Gen Vec, at the address
listed above, attention: President.
14. ENTIRE AGREEMENT; COUNTERPARTS. This Agreement constitutes the
entire agreement between the parties and supersedes all prior written and
oral agreements between the parties with respect to Xx. Xxxxxx'x consulting
arrangement with the Company, any payment therefor and all other subject
matters herein. Xx. Xxxxxx acknowledges and agrees that he has received all
payments (including cash and equity) owed to him by the Company as of the
date of this Agreement, other than options granted to him effective as of the
date of this Agreement. No change, amendment, or other modification of this
Agreement shall be effective unless signed by Consultant and an authorized
representative of GenVec. This Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which shall constitute
one instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year written above.
GENVEC,INC.CONSULTANT
By:_________________________________ By:____________________________________
Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx
Title: President and Chief Executive
Officer
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[LOGO] 00 Xxxx Xxxxxxx Xxxx Xxxx
Xxxxxxxxxxxx, XX 00000
ph: 240-632-0740
fx: 000-000-0000
xxx.xxxxxx.xxx
March 1, 2000
VIA FEDERAL EXPRESS
Xxxx X. Xxxxxx
000 Xxxxxx Xxxx
Xxxx Xxxx, XX 00000
RE: CONSULTING AGREEMENT WITH XXXX X. XXXXXX (GV REF. NO. CSA6O04)
Dear Herb:
This letter will confirm the extension of the Consulting Agreement
entered into between you ("Consultant") and GenVec, Inc. ("Gen Vec")
effective March 17, 1999 (the "Agreement"). Pursuant to Section 7 of the
Agreement, the parties hereby agree that the term of the Agreement shall be
extended an additional year on the same terms and conditions of the
Agreement, such that it shall terminate on March 17, 2001 ("Term"). In
consideration of the extension of the Agreement for an additional year,
Gen Vec shall pay Consultant fifteen hundred U.S. dollars ($1,500.00) per day
of consulting services requested by Gen Vec and rendered by Consultant.
Please indicate agreement to the above by countersigning this letter and
returning one copy to my attention. Please do not hesitate to contact me if
you have any questions.
Yours truly,
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
President and Chief Executive Officer
UNDERSTOOD AND AGREED:
Xxxx X. Xxxxxx
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Date: 3/1/00
