CONSULTING AGREEMENT
THIS AGREEMENT is entered into as of the 3rd day of Decemberber, 2004, by
and between DERMISONICS, INC., a Nevada corporation having its principal place
of business at Four Tower Bridge, 000 Xxx Xxxxxx Xxxxx, Xxxx Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000-0000 (hereinafter the "Company"), and XXXX XXXXX, an
individual having an address at 0000 Xxxxx Xxxxx, Xxxxxxxxx, XX X0X 0X0, Xxxxxx
("SALEH"), in accordance with the following terms and conditions:
RECITALS:
WHEREAS, the Company desires to engage SALEH as an independent contractor
and to retain his professional consulting services with respect to the
development of business of the Company upon the terms and conditions hereinafter
set forth; and
WHEREAS, SALEH desires to provide such consulting services to the Company;
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements hereinafter set forth, the parties hereto agree as follows:
1. TERM.
1.1 The term of this Agreement shall be 12 months, terminable by either
party on 30 days' written notice. This Agreement shall terminate automatically
upon the death of SALEH.
1.2 If the Company terminates this Agreement prior to September 30,
2005, all of the common stock purchase warrants referred to in Section 2 below
shall immediately become exercisable.
2. COMPENSATION; COMMITMENT OF TIME AND EFFORT; INDEPENDENT CONTRACTOR.
2.1 In return for the consulting services to be provided hereunder, the
Company shall issue to SALEH a total of 150,000 common stock purchase warrants
(the "Warrants") to purchase shares of the Company's common stock at a price of
$2.00 per share, expiring on September 30, 2007, a copy of which is attached
hereto and incorporated herein by this reference as Exhibit "A." The Warrants
shall vest and be exercisable in accordance with the following schedule: 50,000
Warrants shall vest on March 31, 2005, an additional 50,000 Warrants shall vest
on June 30, 2005, and the remaining 50,000 Warrants shall vest on September 30,
2006. If the Company terminates this Agreement prior to September 30, 2006, all
of the unvested Warrants shall immediately become vested. If SALEH terminates
this Agreement prior September 30, 2005, any unvested Warrants shall be forfeit
by him and be canceled.
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2.2 SALEH shall devote such productive business time to perform the
tasks relating to the development of the Company as are outlined in Exhibit "B,"
a copy of which is attached hereto and incorporated herein by this reference and
which may be updated from time to time by the parties. SALEH shall be
responsible for giving his best efforts in the performance of the services set
forth in Exhibit "B," but shall determine the timing, method, detail, and means
for the performance of such services. SALEH may represent, perform services for,
and be employed by such other clients as SALEH sees fit so long as SALEH
performs such services contemplated in Exhibit "B" and so long as such other
clients are not engaged in businesses in competition with the Company.
2.4 SALEH shall be responsible for the payment of all taxes as are
required with respect to consulting fees for services paid by the Company to
SALEH as an independent contractor.
3. COVENANT NOT TO COMPETE.
During this Agreement, SALEH shall not, without the express written consent
of the Company, engage in any activity competitive with and/or adverse to the
Company's (whether alone, as a partner, or as an officer, director, employee or
shareholder of any other corporation, or a trustee or fiduciary or any other
representative of any other entity). However, SALEH may make passive
investments in companies which might be in a competitive business or have
competitive business practices with that of the Company.
4. NON-TRANSFERABILITY.
The performance of services under this Agreement shall not be transferable
or assignable by SALEH without the prior written consent of the Company, at its
sole discretion.
5. NOTICES.
All notices, requests, demands and other communications provided for by
this Agreement shall be in writing and (unless otherwise specifically provided
herein) shall be deemed to have been given at the time when mailed by commercial
express mail service (e.g. FedEx, UPS, or DHL), addressed as stated above or to
such changed address as such party may have fixed by notice.
6. PARTIAL INVALIDITY.
If any provision in this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable the remaining provisions
shall nevertheless continue in full force and effect without being impaired or
invalidated in any way.
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7. ENTIRE AGREEMENT.
This Agreement supersedes any and all Agreements, whether oral or written,
between the parties hereto, with respect to the engagement of SALEH by the
Company as a consultant and contains all of the covenants and Agreements between
the parties with respect to the rendering of such services in any manner
whatsoever. Each party to this Agreement acknowledges that no representations,
inducements, promises or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party, which are not embodied herein,
and that no other agreement, statement or promise with respect to such
engagement not contained in this Agreement shall be valid or binding. Any
modification of this Agreement will be effective only if it is in writing and
signed by all the parties hereto.
8. ATTORNEYS' FEES.
If any action in law or equity, including an action for declaratory relief,
is brought to enforce or interpret the provisions of this Agreement, the
prevailing party shall be entitled to reasonable attorneys' and technical
consultants' fees and costs, which may be set by the court in the same action or
in a separate action brought for that purpose, in addition to any other relief
to which that party may be entitled.
9. GOVERNING LAW.
This Agreement will be governed by and construed in accordance with the
laws of the State of Nevada, and venue for resolving any dispute concerning this
Agreement will be exclusively in the County of Orange, State of California.
10. BINDING NATURE.
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective representatives, heirs, successors and
assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date above written.
DERMISONICS, INC.
By:
--------------------------------
Xxxxx X. Xxxxxxx, Chairman
-----------------------------------
XXXX XXXXX
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EXHIBIT "A"
CONSULTING AGREEMENT
TASKS TO BE PERFORMED:
Provide consultation concerning organization and structure, business strategy,
product development, and product distribution.
AGREED AND ACCEPTED:
-----------------------------------
XXXX XXXXX
Date: December 3, 2004
DERMISONICS, INC.
By:
-------------------------------
Xxxxx X. Xxxxxxx, Chairman
Date: December 3, 2004
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