Consulting Agreement
THIS
AGREEMENT made as of the 11th
day of May,
2007.
B
E T W E E N:
Britannia
Law Office, or nominee,
(the
“Consultant”)
-
and
-
Avitar,
Inc.
a
body
corporate with offices located in
the
State
of Massachusets
(the
“Company”)
IN
CONSIDERATION OF the mutual covenants, terms and agreements herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree
as
follows:
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1.
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Services.
The Consultant shall, during the Term (as defined below) provide
the
following services (the “Services”) to the Company, at such times as the
Company may reasonably request:
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2. Assist
with SEC compliance matters;
3. Liaise
with corporate finance groups;
4. Liaise
with legal and accounting professionals acting forthe company; and
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5.
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Advise
on potential mergers and acquisitions as
the opportunities may
arise;
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It
is expressly understood, agreed and warranted that with respect to
the
matters described in clauses (A) and (B) below the Consultant and/or
each
of its nominees has no obligation to provide services to or for the
Company, and during the term of this Agreement will not provide services
to or for the Company, (A) in connection with the offer or sale of
securities in any capital raising transaction and (B) directly or
indirectly to promote or maintain a market for the Company’s
securities.
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2.
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Compensation.
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(b)
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the
Company shall issue shares of common stock of the Company in
the aggregate amount equivalent to Fifty Thousand ($50,000.00) Dollars
on
the day prior to registration, specifically consisting
of shares equivalent to Twenty Five Thousand ($25,000.00)
Dollars to nominee Xxxx Xxxxxx and shares equivalent to Twenty
Five Thousand ($25,000.00) Dollars to nominee Xxxxxxx Xxxxxx, xxx
X-0
registration, as soon as practicable following the execution of this
agreement, and shall deliver these shares to the two designated nominees
Xxxx Xxxxxx and Xxxxxxx Xxxxxx within three business days after
registration;
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(c)
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The
Company shall reimburse the Consultant for all reasonable expenses
incurred in connection with this
Agreement.
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The
Company shall pay to the Consultant the amount owing for each month, in advance,
on the 15th day
of each month of the term of this agreement. The Company shall pay all amounts
as called for herein to such place as directed by the Consultant.
Upon
any
termination of this Agreement, the Consultant shall deliver to the Company
all
written or descriptive matter which has been developed, maintained or copied
by
the Consultant in furtherance of this Agreement, or which may contain
Confidential Information (as defined below), including, but not limited to
drawings, files, lists, plans, blueprints, papers, documents, tapes or any
other
such media. The Consultant shall secure all such written or descriptive matter
in locked files at all times to prevent their loss or unauthorized disclosure,
and to segregate Confidential Information at all times from the material of
others. In the event of loss or destruction of any such written or descriptive
matter, the Consultant shall promptly notify the Company of the particulars
of
the same in writing.
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4.
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Confidential
Information.
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(a)
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For
the purposes of this Agreement, the term “Confidential Information” means
all information disclosed to, or acquired by, the Consultant, its
employees or agents in connection with, and during the term of this
Agreement which relates to the Company’s past, present and future
research, developments, systems, operations and business activities,
including, without limiting the generality of the
foregoing:
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(i)
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all
items and documents prepared for, or submitted to, the Company in
connection with this Agreement, and
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(ii)
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all
information specifically designated by the Company as
confidential;
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but
shall
not include any information which was known to the Consultant, its employees
or
agents prior to the date hereof, or which was publicly disclosed otherwise
than
by breach of this Agreement.
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(b)
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The
Consultant acknowledges that pursuant to the performance of its
obligations under this Agreement, it may acquire Confidential Information.
The Consultant covenants and agrees, during the Term and following
any
termination of this Agreement, to hold and maintain all Confidential
Information in trust and confidence for the Company and not to use
Confidential Information other than for the benefit of the Company.
Except
as authorized in writing by the Company, the Consultant covenants
and
agrees not to disclose any Confidential Information, by publication
or
otherwise, to any person other than those persons whose services
are
contemplated for the purposes of carrying out this Agreement, provided
that such persons agree in writing to be bound by, and comply with
the
provisions of this paragraph. The Consultant shall obtain similar
covenants and agreements to those contained in this paragraph for
the
benefit of the Company from each of its employees or agents who are,
or
may be, exposed to Confidential
Information.
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5.
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Warranties.
The Consultant represents and warrants as
follows:
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(a)
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That
it is under no obligation or
restriction, nor will it assume any such obligation or restriction,
which
would in any way interfere or be inconsistent with, or present a
conflict
of interest concerning the services to be furnished by it under this
Agreement.
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(b)
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That
all items delivered to the
Company pursuant to this Agreement are original and that no portion
of
such items, or their use or distribution, violates or is protected
by any
copyright or similar right of any third
party.
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(c)
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That
any information disclosed by
the Consultant to the Company is not confidential and/or proprietary
to
the Consultant and/or any third
party.
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The
Company represents and warrants and acknowledges as follows:
(a) that
the Consultant provides similar services to various other companies, and
that
the
time spent delivering services will vary depending on the tasks at
hand.
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(b)
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that
there is no minimum monthly time allotted to the Company's requirements
by
the Consultant;
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(c)
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that
the services to be provided to the Company will be provided as necessary,
in the Consultants sole discretion.
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6.
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Trade
Marks and Trade Names. Notwithstanding any other provision of
this Agreement, the Consultant shall have no right to use the Trade
Marks
or Trade Names of the Company or to refer to this Agreement or the
Services, directly or indirectly, in connection with any product,
service,
promotion or publication without the prior written approval of the
Company.
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7.
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Notices.
All notices, requests, demands or other communications required by
this
Agreement or desired to be given or made by either of the parties
to the
other hereto shall be given or made by fax or email to the last known
fax
or email address, and such communication shall constitute valid delivery
of any notice as required
hereunder.
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8.
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Consultant’s
Agreement With its Employees. The Consultant will have an
appropriate agreement with each of its employees or others whose
services
it may require, which Agreement shall be sufficient to enable it
to comply
with all the terms of this
Agreement.
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9.
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Compliance
With Laws. The Consultant agrees that it will comply with all
applicable laws, ordinances, regulations and codes in the performance
of
its obligations under this Agreement, including the procurement of
permits
and certificates where required. The Consultant further agrees to
hold
harmless and indemnify the Company against any loss or damage to
include
reasonable solicitor’s fees that may be sustained by reason of the failure
of the Consultant or its employees, agents or subcontractors to comply
with such laws, ordinances, regulations and
codes.
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10.
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Entire
Agreement. This Agreement sets forth the entire Agreement
between the parties hereto in connection with the subject matter
hereof.
No alteration, amendment or qualification of this Agreement shall
be valid
unless it is in writing and is executed by both of the parties
hereto.
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11.
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Severability.
If any paragraph of this Agreement or any portion thereof is determined
to
be unenforceable or invalid by the decision of any court by competent
jurisdiction, which determination is not appealed or appealable,
for any
reason whatsoever, such unenforceability or invalidity shall not
invalidate the whole Agreement, but the Agreement shall be construed
as if
it did not contain the particular provision held to be invalid and
the
rights and obligations of the parties shall be construed and enforced
accordingly.
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12.
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Further
Assurances. The parties hereto covenant and agree that each
shall and will, upon reasonable request of the other, make, do, execute
or
cause to be made, done or executed, all such further and other lawful
acts, deeds, things, devices and assurances whatsoever for the better
or
more perfect and absolute performance of the terms and conditions
of the
this Agreement.
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13.
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Successors
and Assigns. The Consultant may assign this Agreement or any
interest herein or subcontract the performance of any Services, at
its
sole discretion to a Nominee, without the prior written consent of
the
Company. This Agreement shall enure to the benefit of and be binding
on
the heirs, executors, administrators, successors and permitted assigns
of
the parties hereto.
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14.
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Governing
Law. This Agreement shall be governed by and construed
in
accordance with the laws of the State of
Delaware.
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15.
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Relationship.
The Consultant shall perform the Services as an independent contractor.
Nothing contained in this Agreement shall be deemed to create any
association, partnership, joint venture, or relationship of Company
and
agent or employer and employee between the parties hereto or to provide
either party with the right, power or authority, whether express
or
implied, to create any such duty or obligation on behalf of the other
party. The Consultant also agrees that it will not hold itself out
as an
affiliate of or partner, joint venturer, co-Company or co-employer
with
the Company, by reason of the Agreement and that the Consultant will
not
knowingly permit any of its employees, agents or representatives
to hold
themselves out as, or claim to be, officers or employees of the Company
by
reason of the Agreement. In the event that the Company is adjudicated
to
be a partner, joint venturer, co-Company or co-employer of or with
the
Consultant, the Consultant shall indemnify and hold harmless the
Company
from and against any and all claims for loss, liability or damages
arising
therefrom.
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16.
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Construction.
In this Agreement, except as otherwise expressly provided , all words
and
personal pronouns relating thereto shall be read and construed as
the
number and gender of the party or parties referred to in each case
require
and the verb shall be read and construed as agreeing with the required
word and pronoun.
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17.
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Headings.
The division of this Agreement into paragraphs and the use of headings
is
for convenience of reference only and shall not modify or affect
the
interpretation or construction of this Agreement or any of its
provisions.
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IN
WITNESS WHEREOF the parties hereto have executed this Agreement as of
the date first above written.
AVITAR,
INC.
Per:_____________________
BRITANNIA
LAW
OFFICE
Per: ___________________
