Contract
This
Agreement made effective the 14th day of
August, 2008.
BETWEEN:
000 Xxxxx
Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxx,
XX 00000
(hereinafter
referred to as the “Company”)
OF THE
FIRST PART
AND:
BIOSTRATEGIES
CONSULTING GROUP INC.
000 Xxxx
Xxxxxx Xxxx, Xxxxx 0000
Xxxxxxx,
XX X0X 0X0
(hereinafter
referred to as the “Consultant”)
OF THE
SECOND PART
WHEREAS:
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A.
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The
Consultant has expertise in the area of the Company’s business and is
willing to provide consulting services to the Company;
and
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B.
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The
Company is willing to engage the Consultant as an independent contractor,
and not an employee, on the terms and conditions set forth
herein.
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NOW
THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises and
provisions herein contained, the parties hereto agree as follows:
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1.
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Engagement.
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1.1
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The
Company hereby engages Consultant to render the consulting services set
out in Section 2 below, and such other services as may be agreed to in
writing between the Company and the Consultant from time to
time.
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1.2
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Consultant
hereby accepts the engagement to provide consulting services to the
Company on the terms and conditions set forth
herein.
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1.3
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Consultant
is an independent contractor and is solely responsible for all taxes,
withholdings, and other similar statutory obligations, including but not
limited to Workers’ Compensation Insurance; and Consultant agrees to
defend, indemnify and hold the Company harmless from any and all claims
made by any entity on account of alleged failure by Consultant to satisfy
any such tax or withholding obligations. Further, as an
independent contractor, Consultant has no authority to enter into any
contract or incur any liability on behalf of the
Company.
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Page 1 of
3
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2.
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Services.
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2.1
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Consultant’s
performance under this Agreement shall be conducted with due diligence and
in full compliance with the highest professional standards of practice in
the industry. Consultant will assist the Company by providing
technical advice with respect to the development, formulation and testing
of cosmeceutical products containing hyaluronic
acid.
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2.2
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The
Consultant shall not be required to provide a minimum number of hours of
Services in any given month, however, Consultant shall be reasonably
accessible to the Company and shall devote such time is required to
effectively provide the Services set out in Section
2.1.
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3.
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Fees and
Expenses.
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3.1.
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The
Company will pay the Consultant an annual fee of US$150,000 payable
monthly in advance.
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3.2.
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The
Company shall reimburse the Consultant for reasonable pre-approved
expenses incurred in the provision of Services provided Consultant submits
an expense report and receipts for such
expenses.
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4.
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Term. This
Agreement shall commence on the date first written above and shall
terminate twenty-four months from that
date.
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5.
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Confidentiality The
Consultant shall keep confidential any information obtained under,
produced by or in connection with this Agreement and will not divulge such
information to any person without permission of the
Company.
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6.
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Waiver of
Remedies No forbearance, indulgence or delay by either
party in enforcing the provisions of this Agreement will prejudice or
restrict the rights of that party, nor will any waiver of its rights to
operate as a waiver of any subsequent breach. No right, power
or remedy in this Agreement conferred upon or reserved for either party is
exclusive or all other right, power or remedy available to that party and
each such right, power or remedy will be
cumulative.
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7.
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Counterparts,
Facsimile This Agreement may be executed in several
counterparts, each of which so executed shall be deemed to be an original
and such counterparts together shall be but one and the same
instrument. The parties hereto agree that this Agreement may be
transmitted by facsimile or such similar device and that the reproduction
of signatures by facsimile or such similar device will be treated as
binding as if originals and each party hereto undertakes to provide each
and every other party hereto with a copy of the Agreement bearing original
signatures forthwith upon demand.
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8.
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Time of
Essence Time shall be of the essence of this Agreement
and of every part hereof and no extension or variation of this Agreement
shall operate as a waiver of this
provision.
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9.
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Entire
Agreement This Agreement constitutes the entire
Agreement between the parties with respect to all of the matters herein
and its execution has not been induced by, nor do any of the parties rely
upon or regard as material, any representations or writings whatever not
incorporated herein and made a part hereof and may not be amended or
modified in any respect except by written instrument signed by the parties
hereto. Any schedules referred to herein are incorporated
herein by reference and form part of the
Agreement.
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10.
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Successors,
Assigns This Agreement shall inure to the benefit of and
be binding upon the parties and their respective legal personal
representatives, heirs, executors, administrators or
successors.
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Page 2 of
3
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11.
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Headings The
division of this Agreement into headings, articles and sections is for
convenience of reference only and shall not affect the interpretation or
construction of this Agreement.
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12.
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Severability If
any Article, Section or any portion of any Section of this Agreement is
determined to be unenforceable or invalid for any reason whatsoever, that
unenforceability or invalidity shall not affect the enforceability or
validity of the remaining portions of this Agreement and such
unenforceable or invalid Article, Section or portion thereof shall be
severed from the remainder of this
Agreement.
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13.
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Governing Law,
Jurisdiction This Agreement shall be governed by and
construed in accordance with the laws of the Province of Ontario and the
federal laws of Canada applicable therein and each of the parties hereto
agrees irrevocably to attorn to the non-exclusive jurisdiction of the
Courts of such Province.
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SIGNED, SEALED AND DELIVERED
by the parties hereto on the day and year first written above.
(the
“Company”)
Per:
_______________________________________
Name: Xxxxxxxxxxx
Xxxxx
Title: Chief
Operating Officer and Vice President of Sales
BIOSTRATEGIES
CONSULTING GROUP INC.
(the
“Consultant”)
______________________________________________
Name: Xxxxxx
Xxxxxxx
Title: President
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