Exhibit 10.22
CONSULTANT AGREEMENT
BETWEEN: ATHENA Medical Corporation, a Nevada corporation, dba "A-FEM
Medical Corporation" ("A-FEM");
AND: XXXXX XXXXX ("Consultant").
DATED: December 16, 1996.
1. Consultant agrees to serve as a consultant to A-FEM in finance
operations. All such services shall be if and as requested by A-FEM, but
at such times and places as are determined by Consultant.
2. This Agreement may be terminated by either party, for
any reason or no reason, upon 30 days' prior written notice, which will be
deemed given upon personal delivery to the other party, or 24 hours after
mailing (by certified mail, return receipt requested) to the other party's
address set forth below.
3. A-FEM shall pay to Consultant $600.00 per day for services rendered
to A-FEM. The above-referenced fee is intended to include Consultant's normal
travel expenses (such as those between Consultant's home and A-FEM's principal
office) and incidental expenses. However, non-ordinary reasonable expenses
(such as out-of-state travel) incurred by Consultant may be reimbursed if first
approved in advance by an officer of A-FEM, and if evidenced by receipts and
vouchers substantiating each such expense.
4. Consultant is an independent contractor, and accepts sole
responsibility for payment of all income taxes, withholdings and
contributions required by federal, state and local law as to himself and any
of his employees. Consultant is not entitled to workers' compensation,
unemployment, health, retirement or any other contribution, insurance or
benefit from A-FEM by virtue of this Agreement.
5. Consultant agrees that any and all information relating to A-FEM's
products, proposals, methods, research, marketing or other business plans,
and other financial or business information, whether or not considered trade
secret or proprietary (collectively, "Information") disclosed to or obtained
by Consultant during the course of his relationship with A-FEM (whether
before or during the term of this Agreement) is the exclusive property of
A-FEM and will not at any time be disclosed, copied or summarized by
Consultant or any of his employees to any person or entity without the prior
written consent of A-FEM in each instance. The foregoing does not apply to
any Information which is publicly available or obtained by Consultant without
breach of any obligation of confidentiality. Consultant agrees to promptly
return to A-FEM upon request at any time
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all documents containing Information, including notes, files, correspondence,
memoranda, diskettes, summaries, sketches and reports, without retaining any
copies. Consultant further agrees that violation of this Section 5 would
cause irreparable injury to A-FEM, and A-FEM will by reason thereof be
entitled to preliminary relief such as a temporary restraining order or
preliminary injunction, without posting bond therefor. In any action at law
or in equity to enforce or interpret this Section 5, the prevailing party
will be entitled to reasonable attorney fees and costs, as determined by the
court.
6. Consultant agrees that all work and efforts by him pursuant
to this Agreement, including without limitation any research, testing,
modeling, analysis, design, fabrication, corporate programming or modeling,
will constitute work made for hire, all rights to which are and shall be
owned by A-FEM. Consultant hereby assigns to A-FEM all rights and interest
(whether by way of copyright, patent, trade secret or otherwise) in all such
works, and agrees to sign, acknowledge and deliver to A-FEM any separate
assignment and acknowledgment as A-FEM may reasonably require.
7. This Agreement may not be assigned, and the duties and rights under it
may not be subcontracted, by either party without the prior written consent of
the other. This Agreement shall be construed in accordance with the laws of
Oregon. This Agreement represents the final and conclusive agreement between
the parties, and supersedes all prior and contemporaneous letters,
discussions and understandings between them, oral or written. This Agreement
may only be amended or extended in a writing signed by both parties.
EXECUTED as of the date first set forth above.
Athena Medical Corporation
By:-------------------------------- ---------------------------------
Xxxxxxx X. Xxxxxxx, President Xxxxx Xxxxx
00000 X.X. Xxxxxx Xxxxxx, Xxxxx X-0 ---------------------------------
Xxxxxxxx, XX 00000 ---------------------------------
---------------------------------
A-FEM Medical Corporation Consultant
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