SCIENTIFIC ADVISORY BOARD AGREEMENT
Exhibit 10.15
SCIENTIFIC ADVISORY BOARD AGREEMENT
THIS ADVISORY BOARD AGREEMENT is made effective as of January 1, 2015, (the "Effective Date") by and between E-QURE Corp, a (the "Company"), and Prof. Avi Ohry (the "Advisor").
RECITALS
A. Company desires to obtain the services of Advisor to serve on the Company's Board of Advisors (the -"AB"), and the Advisor desires to serve on the AB, upon the following terms and conditions.
B. Company has spent significant time, effort, and money to develop certain Proprietary Information (as defined below), which Company considers vital to its business and goodwill.
C. The Proprietary Information may necessarily be communicated to or received by Advisor in the course of serving on the AB for the Company, and Company desires to obtain the Services of Advisor, only if in doing so, it can protect its Proprietary Information and goodwill.
D. Company does not, however, desire to receive from Advisor, or for Advisor to either induce the use of or use in connection with the performance of the Services, any information which is confidential to or ownership of which resides in a third party, whether acquired either prior to or subsequent to Advisor's retention hereunder.
AGREEMENT
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Advisory Board Member. Company hereby retains Advisor to serve on its
Advisory Board. The term of this Agreement (the "Term") shall be the period
commencing on the Effective Date and terminating upon three (3) days prior
written notice delivered by either party to the other for any reason. Upon any
termination of the Services as provided in the preceding sentence, this
Agreement shall terminate except that the provisions set forth in Sections 2.h,
4 and 6 of this Agreement shall survive such termination.
2. Position. Duties. Responsibilities.
a. Duties. Advisor shall perform those services ("Services") as reasonably
requested by the Company from time to time, including but not limited to the
Services described on Exhibit A attached hereto. Advisor shall devote Advisor's
commercially reasonable efforts and attention to the performance of the Services
for the Company on a timely basis. Advisor shall also make himself available to
answer questions, provide advice and provide Services to the Company upon
reasonable request and notice from the Company.
b. Independent Contractor: No Conflict. It is understood and agreed, and it is
the intention of the parties hereto, that Advisor is an independent contractor,
and not the employee, agent, joint venture, or partner of Company for any
purposes whatsoever. Advisor is skilled in providing the Services. To the extent
necessary, Advisor shall be solely responsible for any and all taxes related to
the receipt of any compensation under this Agreement. Advisor hereby represents,
warrants and covenants that Advisor has the right, power and authority to enter
into this Agreement and that neither the execution nor delivery of this
Agreement, nor the performance of the Services by Advisor will conflict with or
result in a breach of the terms, conditions or provisions of or constitute a
default under, any contract, covenant or instrument under which Advisor is now
or hereinafter becomes obligated
3. Compensation. Benefits. Expenses.
a. Compensation. As full and complete consideration of the Services to be
rendered hereunder. the Company shall pay Advisor the Compensation described on
Exhibit A attached hereto.
b. Reimbursement of Expenses. Company shall promptly reimburse Advisor for any
reasonable costs and expenses incurred by Advisor in connection with any
Services specifically requested by Company and actually performed by Advisor
pursuant to the terms of this Agreement. Each such expenditure or cost shall be
reimbursed only if: (1) with respect to costs in excess of $100, individually,
Advisor receives prior approval from the Company's CEO or CFO or other executive
for such expenditure or cost, and (ii) with respect to costs in less than $100,
individually, provided Advisor furnishes to Company adequate records and other
documents reasonably acceptable to Company evidencing such expenditure or cost.
4. Proprietary Information; Work Product: Non-Disclosure.
a. Defined. Company has conceived, developed and owns, and continues to conceive
and develop, certain property rights and information, including but not limited
to its business plans and objectives, client and customer information, financial
projections, marketing plans, marketing materials, logos, and designs, and
technical data, inventions, processes, know-how, algorithms, formulae,
franchises, databases, computer programs, computer software, user interfaces,
source codes, object codes, architectures and structures, display screens,
layouts, development tools and instructions, templates, and other trade secrets,
intangible assets and industrial or proprietary property rights which may or may
not be related directly or indirectly to Company's software business and all
documentation, media or other tangible embodiment of or relating to any of the
foregoing and all proprietary rights therein of Company (all of which are
hereinafter referred to as the "Proprietary Information"). Although certain
information may be generally known in the relevant industry, the fact that
Company uses it may not be so known. In such instance, the knowledge that
Company uses the information would comprise Proprietary Information.
Furthermore, the fact that various fragments of information or data may be
generally known in the relevant industry does not mean that the manner in which
Company combines them, and the results obtained thereby, are known. In such
instance, that would also comprise Proprietary Information.
b. General Restrictions on Use. Advisor agrees to hold all Proprietary
Infbrmation in confidence and not to, directly or indirectly, disclose, use,
copy, publish, summarize, or remove from Company's premises any Proprietary
Information (or remove from the premises any other property of Company), except
(i) during the consulting relationship to the extent authorized and necessary to
carry out Advisor's responsibilities under this Agreement, and (ii) after
termination of the consulting relationship, only as specifically authorized in
writing by Company. Notwithstanding the foregoing, such restrictions shall not
apply to: (x) information which Advisor can show was rightfully in Advisor's
possession at the time of disclosure by Company; (y) information which Advisor
can show was received from a third party who lawfully developed the information
independently of Company or obtained such information from Company under
conditions which did not require that it be held in confidence; or (z)
information which, at the time of disclosure, is generally available to the
public.
c. Ownership of Work Product. All Work Product shall he considered work(s) made
by Advisor for hire for Company and shall belong exclusively to Company and its
designees. If by operation of law, any of the Work Product, including all
related intellectual property rights, is not owned in its entirety by Company
automatically upon creation thereof, then Advisor agrees to assign, and hereby
assigns, to Company and its designees the ownership of such Work Product,
including all related intellectual property rights. "Work Product" shall mean
any writings (including excel, power point, emails, etc.), programming,
documentation, data compilations, reports, and any other media, materials, or
other objects produced as a result of Advisor's work or delivered by Advisor in
the course of performing that work.
d. Incidents and Further Assurances. Company may obtain and hold in its own name
copyrights, registrations, and other protection that may he available in the
Advisor. Advisor agrees to provide any assistance required to perfect such
protection. Advisor agrees to take sure further actions and execute and deliver
such further agreements and other instruments as Company may reasonably request
to give effect to this Section 4.
e. .Return of Proprietary Information. Upon termination of this Agreement,
Advisor
shall upon request by the Company promptly deliver to Company at Company's sole
cost and expense, all drawings_ blueprints, manuals, specification documents,
documentation, source or object codes, tape discs and any other storage media,
letters, notes, notebooks_ reports, flowcharts, and all other materials in its
possession or under its control relating to the Proprietary Information and/or
Services, as well as all other property belonging to Company which is then in
Advisor's possession or under its control. Notwithstanding the foregoing.
Advisor shall retain ownership of all works owned by Advisor prior to commencing
work for Company hereunder, subject to Company's nonexclusive, perpetual, paid
up right and license to use such works in connection with its use of the
Services and any Work Product.
f. Remedies/Additional Confidentiality Agreements. Nothing in this Section 4 is
intended to limit any remedy of Company under applicable state or federal law.
At the request of Company, Advisor shall also execute Company's standard
"Confidentiality Agreement" or similarly named agreement as such agreement is
currently applied to and entered into by Company's most recent employees.
5. Non-Compete.
During the Term, Advisor shall provide the Company with prior
written notice if Consultant intends to provide any services, as an employee,
consultant or otherwise, to any person, company or entity that competes directly
with the Company, which written notice shall include the name of the competitor.
During the period that is six (6) months after the termination of this
Agreement, Advisor shall provide the Company with written notice any time that
Advisor provides any services, as an employee, consultant or otherwise, to any
person, company or entity that competes directly with the Company.
Notwithstanding anything to the contrary contained herein, Company hereby
consents to Consultant providing services, as an employee, consultant or
otherwise, to the following companies.
6. Miscellaneous.
a. Notices. All notices required under this Agreement shall be deemed to have
been given or made for all purposes upon receipt of such written notice or
communication. Notices to each party shall be sent to the address set forth
below the party's signature on the signature page of this Agreement. Either
party hereto may change the address to which such communications are to be
directed by giving written notice to the other party hereto of such change in
the manner provided above.
b. Entire Agreement. This Agreement and any documents attached hereto as
Exhibits constitute the entire agreement and understanding between the parties
with respect to the subject matter herein and therein_ and supersede and replace
any and all prior agreements and understandings. whether oral or written with
respect to such matters. The provisions of this Agreement may be waived,
altered, amended or replaced in whole or in part only upon the written consent
of both parties to this Agreement.
c. Severability, Enforcement. If, for any reason, any provision of this
Agreement shall be determined to he invalid or inoperative, the validity and
effect of the other provisions herein shall not be affected thereby, provided
that no such severability shall be effective if it causes a material detriment
to any party.
d. Governing Law. The validity, interpretation, enforceability, and performance
of this Agreement shall be governed by and construed in accordance with the laws
of the State of California. Venue for any and all disputes arising out of this
Agreement shall be the City of Berkeley, State of California.
e.
Injunctive Relief. The parties agree that in the event of any breach or
threatened breach of any of the covenants in Section 4, the damage or imminent
damage to the value and the goodwill of Company's business will be irreparable
and extremely difficult to estimate, making any remedy at law or in damages
inadequate. Accordingly, the parties agree that Company shall be entitled to
injunctive relief against Advisor in the event of any breach or threatened
breach of any such provisions by Advisor, in addition to any other relief
(including damages) available to Company under this Agreement or under
applicable state or Federal law.
f. Publicity. The Company shall, with prior written approval by Advisor, have
the
right to use the name, biography and picture of Advisor on the Company's
website, marketing and advertising materials.
IN WITNESS WHEREOF, each party hereto has duly executed this Agreement as of the
Effective
Date.
E-QURE CORP. ADVISOR
/s/: Xxx Xxxxxxxxx /s/: Prof Avi Ohry
Xxx Xxxxxxxxx, Chairman Prof. Avi Ohry, Advisor
Exhibit A to Advisory Board Agreement
Services.
As a member of the Advisory Board, you shall:
- Participate in monthly Advisory calls or meetings which will last no more than
10 hours. Participate in annual full-day retreat.
- Be accessible to Company to provide guidance on business and technology
strategy issues on an as-needed basis.
Compensation.
The Company shall issue Advisor a non-qualified stock option to purchase 250,000 shares ("Option Shares") of the Company's common stock at an exercise price equal to One Dollar ($1.00) per Option Share. The Option Shares shall vest as follows: provided this Agreement remains in effect, 75,000 shares shall vest July 1st 2015 and the remaining 175,000 Option Shares shall vest at the rate of 25,000 Option Shares per quarter on the first day of each consecutive quarter.
