EXHIBIT 10.17
SCIENTIFIC ADVISOR AGREEMENT
THIS SCIENTIFIC ADVISOR AGREEMENT dated January 29, 2007 is by and
between Teeka Tan Products, Inc., a corporation organized under the laws of
Delaware (" Teeka Tan") and Xxxxxxx Xxxx (" Advisor").
WITNESSETH:
WHEREAS, Teeka Tan wishes to retain Advisor's continued services and
retain Advisor's services to Teeka Tan and access to Advisor's experience and
knowledge with reference to experimental Shark Repellant/Sunscreen formulation
testing currently underway at the Bimini Biological Field station.
NOW, THEREFORE, in consideration of the foregoing and of the agreements
hereinafter contained, the parties hereby agree as follows:
1. TERM. The term of this Agreement (the " Term") shall begin upon the signing
of this agreement (the "Effective Date") and terminate 1 (one) year thereafter.
This agreement may be extended based on mutual consent of each party on a yearly
basis.
2. SERVICES DURING THE TERM. During the Term, Advisor will, upon reasonable
request, provide advisory services to Teeka Tan ("Employer") as follows
(a) Advisor will continue to act as liaison and coordinate, plan,
develop and oversee the experimental shark repellant/sunscreen trials currently
underway at the Bimini Biological Field Station.
(b) Advisor may be required to devote up to twenty (20) hours per month
to Employer;
(c) Advisor may perform advisory services hereunder at any location but
may be required to be at the offices of Employer upon reasonable notice; and
(d) Advisor shall not be obligated to render services under this
Agreement during any period when he is disabled due to illness or injury.
(e) Advisor will assist Employer in filing its final patent with
respect to the sunscreen/shark repellant formulation and in writing any other
scientific reports or papers it deems necessary with respect to the trials.
3. COMPENSATION FOR SERVICES DURING THE TERM. During the Term, Teeka Tan shall
pay Advisor base compensation in the amount of 100,000 shares of the Advisor's
restricted common stock.
4. CONFIDENTIALITY. While this Agreement is in effect and thereafter, Advisor
shall not divulge to anyone any confidential or proprietary information
regarding Employer's records, plans or any other aspects of Employer's business
which Employer considers confidential or proprietary, except in the regular
course of Employer's business, and except to the extent that such information
(a) becomes a matter of public record or is published in a newspaper, magazine
or other periodical or on electronic or other media available to the general
public, other than as a result of any act or omission of Advisor or (b) is
required to be disclosed by any law, regulation or order of any court or
regulatory commission, department or agency, provided that Advisor gives prompt
notice of such requirement to Employer to enable Employer to seek an appropriate
protective order. This Agreement, and the compensation payments to Advisor
described in Section 3 above shall terminate in the event Advisor breaches the
provisions of this Section 6; provided, that an insubstantial or inadvertent
disclosure of information by Advisor which does not cause material harm to
Employer shall not be deemed a breach of this provision.
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5. NONCOMPETITION. This Agreement, and the compensation payments to Advisor
described in Section 3 above shall terminate in the event Advisor accepts
employment from anyone reasonably deemed by Teeka Tan to be a competitor.
6 NONASSIGNMENT. The right of Advisor or any other beneficiary under this
Agreement to receive compensation payments under Section 3 above may not be
assigned, pledged or encumbered, except by will or by the laws of descent and
distribution, without the permission of Teeka Tan which it may withhold in its
sole and absolute discretion or as otherwise provided under the applicable IBP
plan or program under which such compensation was earned by Advisor.
7. COMPLETE AGREEMENT This Agreement represents the complete agreement between
Teeka Tan and Advisor concerning the subject matter hereof and supersedes all
prior employment or benefit agreements or understandings, written or oral. No
attempted modification or waiver of any of the provisions hereof shall be
binding on either party unless in writing and signed by both Advisor and Teeka
Tan.
8 GOVERNING LAW. It is the intention of the parties hereto that all questions
with respect to the construction and performance of this Agreement shall be
determined in accordance with the laws of the State of Florida.
9. INDEMNIFICATION. In the event the Company is subject to any action, claim or
proceeding resulting from the Advisor's gross negligence or intentional breach
of its representations, warranties or agreements made hereunder, Advisor agrees
to indemnify and hold harmless the Company from any such action, claim or
proceeding. Such indemnification shall include all fees and costs including
reasonable attorney fees which the Company may incur. Company shall have the
right to designate its own counsel for representation arising out of any
indemnification and costs thereof shall be borne by Advisor. In the event the
Advisor is subject to any action, claim or proceeding resulting from the
Company's gross negligence or intentional breach of its representations,
warranties or agreements made hereunder, Company agrees to indemnify and hold
harmless the Advisor from any such action, claim or proceeding. Such
indemnification shall include all fees and costs including reasonable attorney
fees which the Advisor may incur. Advisor shall have the right to designate its
own counsel for representation arising out of any indemnification and costs
thereof shall be borne by Advisor.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date written above.
By:/s/ Xxxxx X. Xxxx By: /s/ Xxxxxxx Xxxx
Teeka Tan Products, Inc Xxxxxxx Xxxx
President/CEO
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