Exhibit 10.11
Consulting Agreement
This Consulting Agreement is made and effective this ________________,1999, by
and between UTEK CORPORATION, offices located at 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx
Xxxx, Xxx Xxxx 00000 ("Consultant") and Xxxxx Group Companies, Inc., 000 Xxxxxxx
Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000.
Now, therefore, Consultant and Client agree as follows:
1. Engagement:
Client hereby engages Consultant, and Consultant accepts engagement, to provide
the Client the following services:
A. Conceptualize product and or service enhancement strategies that could
potentially benefit the Client utilizing new intellectual property or
technology.
B. Review and identify existing University, Government Laboratory and corporate
technologies available for license or purchase to enhance the Clients
business.
C. Provide the Client with a description of each specific technology it finds
that could potentially be of value to the Client.
D. Refine Client's technology search based upon feedback from the Client.
E. Consultant will negotiate with technology sources to acquire licensees for
specific technologies. Upon approval from the Client regarding royalties and
costs for each specific technology, Consultant will seek to acquire the
technologies for the Client. Client is not required to acquire any
technology from the Consultant unless it chooses to do so.
2. Term:
Consultant shall provide services to the Client pursuant to this Agreement for a
term commencing on 11-16-98 and ending on 11-15-99, unless otherwise extended by
mutual agreement.
3. Time:
Consultant's daily schedule and hours worked under this Agreement on a given day
shall be subject to Consultant's discretion. Client relies upon Consultant to
devote its best efforts to fulfill the spirit and purpose of this Agreement.
4. Payment:
Client shall pay Consultant a mutually agreeable price, in the form of equity or
cash or a combination thereof, in exchange for the acquisition of Consultant's
subsidiary containing Client approved technology assets. This payment is
contingent on Consultant finding and acquiring technology that is approved by
the Client with regard to substance and price, prior to its acquisition by the
Consultant. If the Consultant does not find any technology deemed suitable by
the Client, the Client is not obligated to pay any equity or monies to the
Consultant.
5. Confidentiality:
During the term of this Agreement, and thereafter for a period of two (2) years,
Consultant and Client shall not, without the prior written consent of the other,
disclose to anyone any confidential information. "Confidential Information" for
the purposes of this Agreement shall include proprietary and confidential
information such as, but not limited to, technology plans, research and
development plans, patent applications, reports, designs, models, software,
product specifications, marketing plans, and new concepts.
Confidential information shall not include any information that:
A. Is disclosed by either the Client or the Consultant without restriction.
B. Becomes publicly available through no act of the Client or the Consultant.
C. Is rightfully received by the Client or the Consultant from a third party.
D. Is required by the Client or the Consultant to be disseminated for the
purposes of this agreement.
6. Warranty:
Consultant does not provide or imply any warranty as to the commercial viability
of any Client acquired technology. Consultant does not provide any
representation, warranty or any other type of assurance as to the potential that
Client acquired technology may infringe any existing technology. These
assurances are left up to the Client's own due diligence.
7. Utilization of Consultant's Findings:
In the event that the Client does not wish to acquire technology identified by
the Consultant under the terms of this Agreement, Client will not seek to
acquire Consultant identified technology directly from its sources during the
term of this Agreement, and thereafter for a period of two (2) years.
8. Independent Contractor:
Consultant is and throughout this Agreement an Independent Contractor and not an
employee, partner or agent of the Client.
9. Termination:
This Agreement may be terminated by either party with 30 days written notice.
10. Controlling Law:
This Agreement shall be governed by and be construed in accordance with the laws
of the State of New York.
11. Headings:
The headings in this Agreement are inserted for convenience only and shall not
be used to define, limit or describe the scope of this Agreement or any of the
obligations herein.
12. Final Agreement:
This Agreement constitutes the final understanding and agreement between the
parties with respect to the subject matter hereof and supersedes all prior
negotiations, understandings and agreements between the parties, whether written
or oral. This Agreement may be amended, supplemented or changed, only by an
Agreement in writing, signed by both parties.
13. Notices:
Any notice to be given or otherwise given pursuant to this Agreement shall be in
writing and shall be hand delivered, mailed by certified mail, return receipt
requested, or sent by overnight courier service as follows:
If to Consultant:
UTEK CORPORATION
000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx Xxxx, Xxx Xxxx 00000
If to Client:
Xxxxx Group Companies, Inc.
000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000
14. Severability:
If any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
IN WITNESS WHEREOF, this Agreement has been executed by the Parties as of the
date first above written.
UTEK CORPORATION (Consultant) XXXXX GROUP COMPANIES,
INC. (Client)
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By: Xxxxxxxx X. Xxxxx, Ph.D., CEO By: Xx. Xxxx Xxxxxxxxx
