EXHIBIT 10.2
AGREEMENT
This Agreement, made effective November 1, 1996, by and between
AAM Group, Inc. ("AAM") and Biomune Systems, Inc., a Nevada
Corporation ("Biomune");
NOW THEREFORE, the parties agree as follows:
1. Engagement, Duties and Acceptance.
1.1 Engagement by Biomune. Biomune hereby agrees to
retain AAM for the following purposes:
(a) Provide introductions to potential business
partners;
(b) Provide introductions and information to and
about potential business partners.
1.2 Acceptance of Engagement by AAM. AAM hereby
accepts such engagement and shall render
management services as described above.
2. Term of Agreement. The term of AAM's engagement under
this Agreement (the "Term") shall commence on November
1, 1996 (the "Commencement Date") and shall continue
through and expire on the 30th day of March, 1997,
unless sooner terminated by either Biomune or AAM upon
thirty (30) days written notice. This Agreement may
continue in effect beyond the Term if mutually agreed
in writing by both Biomune and AAM.
3. Compensation. As compensation for services to be
rendered pursuant to this Agreement, Biomune shall pay
AAM Group, Inc. 30,000 shares of Biomune common stock
that will be registered pursuant to an S-8 registration
statement.
4. Confidential Information. During the Term of this
Agreement and for a period of five (5) years after the
termination of this Agreement, AAM shall keep secret
and retain in strictest confidence and shall not use,
for the benefit of itself or others, all confidential
matters of the Biomune including, without limitation,
"know-how", trade secrets, customer lists, details of
client or consultant contracts, pricing policies,
operational methods, marketing plans or strategies,
product development techniques or plans, methods of
production and distribution, technical processes,
designs and design projects, inventions and research
projects of Biomune learned by AAM heretofore or during
the Term hereof.
5. Other Provisions.
5.1 Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered
personally, telegraphed, telexed, sent by facsimile
transmission or sent by certified, registered or
express mail, postage prepaid. Any such notice shall be
deemed given when so delivered personally, telegraphed,
telexed or sent by facsimile ransmission or, if mailed,
five days after the date of deposit in the United
States mail, as follows:
(i) if to Biomune, to:
Biomune Systems, Inc.
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxx Xxxx Xxxx, Xxxx
00000
with a copy to:
Xxxxx Xxxxxx, Esquire
LeBoeuf, Lamb, Xxxxxx & XxxXxx
1000 Xxxxxx Building
000 Xxxxx Xxxx Xxxxxx
Xxxx Xxxx Xxxx, Xxxx
00000
(ii) if to AAM, to:
AAM Group, Inc.
000 Xxxx Xxxx. Xxxxx 0000
Xxxxxxxxx, Xxx Xxxx
00000
5.2 Entire Agreement. This Agreement contains the entire
agreement between the parties with respect to the
subject matter hereof and supersedes all prior
agreement, written or oral, with respect thereto.
5.3 Governing Law; Venue. This Agreement shall be governed
and construed in accordance with the laws of the State
of Utah applicable to agreements made and to be
performed entirely within such state. The parties
submit themselves to the jurisdiction of the federal
and state courts located in Utah and agree to commence
any lawsuit arising under or relating to this Agreement
in such courts.
5.4 Assignment. This Agreement, and any rights and
obligations hereunder, may not be assigned by any party
hereto without the prior written consent of the other
party.
5.5 Headings. The headings in this Agreement are for
reference purposes only and shall not in any way affect
the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the date first above-written.
BIOMUNE SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxx
Its: Chief Financial Officer
AAM GROUP, INC.
By: /s/ Xxxx Krisftcher
Its: President
