STEM CELL THERAPY INTERNATIONAL, INC.
SCTI MEDICAL AND SCIENTIFIC ADVISORY BOARD AGREEMENT
THIS AGREEMENT is made this 24th day of October, 2005, by and between STEM
CELL THERAPY INTERNATIONAL, INC.; a corporation duly incorporated under the laws
of Nevada, with its principal office located at 0000 Xxxxx Xxxx Xxx., 0xx Xxxxx,
Xxxxx, Xxxxxxx 00000 ("the Company''), and XX. XXXXXXXX XXXXXX, MD., as a member
of the SCTI Medical and Scientific Advisory Board, herein ("the Advisor").
In consideration of the mutual agreements contained in this document, the
parties, intending to be legally bound, agree as follows:
1. INDEPENDENT CONTRACTOR.
The Advisor will be an independent contractor and not an Employee of the
Company and will determine will determine the method of operation in the
performance of allo (human) stem cell biological solution and tissue
transplantations and/or any other type of required stem cell transplantation
therapy.
The Advisor will not be entitled to receive any compensation, commissions
or benefits other than those expressly provided in this Agreement.
2. SCOPE OF DUTIES.
(a) The Advisor certifies that there are no outstanding agreements or
obligations that conflict with any of the provisions of this Agreement, or that
would preclude or in any way compromise the Advisor in compliance with the
provisions hereof.
(b) The Advisor agrees to actively participate in the Company's Medical and
Scientific Advisory Board and to review patient's medical charts and records as
provided by the Company and to provide the Company a written report detailing
recommendations for the appropriate course of stem cell therapy treatment.
(c) The Advisor agrees to participate in conference calls and meetings with
the SCTI Corporate Officers and other members of the Company's Medical and
Scientific Advisory Board when his/her schedule allows, to discuss the latest
technology in stem cell treatments and shall contribute with his/her
recommendations on future progress and corporate direction.
(d) The Advisor will be required to interact with both treating Physicians,
current and potential patients to determine the scope of treatments,
documentation policies, proof of efficacy issues, as well as develop strategic
alliances with other organizations and individuals outside of the Company for
the advancement of our knowledge and expertise in the treatment of patients with
our various stem cell Products.
(e) The Advisor's roll will be to make sure that the Company will maintain
its competitive edge both globally and in the United States in the field of stem
cell treatments and research.
3. COMPENSATION.
The Company shall issue ten thousand (10,000) shares of Rule 144 common
stock of the Company to the Advisor as compensation for the initial one year
term of this agreement, as follows:
(a) Thirty days after the execution of this agreement, the Company
shall issue five thousand (5,000) shares of common stock under rule 144, and
(b) Six months after the execution of this agreement, the Company shall
issue the remaining five thousand (5,000) shares common stock under rule 144.
(c) Compensation for successive renewal years under the terms of this
Agreement shall be issued at thirty days and six months after renewal in two
increments of five thousand shares of rule 144 common stock.
4. TERM.
This Agreement will become effective on the date of execution and will continue
in full force and effect for a minimum period of one (1) year and thereafter
from year to year unless and until terminated by a party in accordance with this
Agreement.
5. TERMINATION.
During the minimum period of one (1) year, either party may immediately
terminate this Agreement for cause, upon written notice for any breach of
contract, if the other party does not cure a material breach of this Agreement
within thirty (30) days of receipt of written notice detailing such breach.
After the expiration of one (1) year from the date of execution of this
agreement, either party may terminate this Agreement without cause and for
convenience with fourteen (14) days prior written notice to the other party. At
any time, the parties may mutually agree in writing to terminate this Agreement.
6. CONFIDENTIALITY.
The Advisor shall not use or divulge or communicate to any person
(other than those whose province it is to know the same or as permitted or
contemplated by this Agreement or with the written approval of the other party
or as may be required by law):
(i) any Confidential Company Information; or
(ii) any of the terms of this Agreement
The Advisor shall prevent the unauthorized publication or disclosure of any
such information, materials or documents and ensure that any person to whom the
information, materials or documents are disclosed is aware that the same is
confidential and is covered by a similar duty to maintain confidentiality.
The Advisor shall ensure that any employees, consultants, agents or
advisors are aware of and comply with the confidentiality and non-disclosure
provisions contained in this Section and shall indemnify the Company against any
loss or damage which the Company may sustain or incur as a result of any breach
of the terms hereof by the Advisor, or any employees, consultants, agents or
advisors.
CONFIDENTIAL INFORMATION.
The Advisor shall not directly or indirectly, communicate, disclose or
divulge to any person or entity, or use for their own benefit or the benefit of
any person or entity, any knowledge or information which the Advisor may have
acquired, no matter from whom or on what matter such knowledge or information
may have been acquired from the Company.
These provisions shall survive the expiration or termination of this Agreement.
7. COVENANT NOT TO COMPETE.
The Advisor, during the Term hereof, and for an additional period of two
years thereafter (the ``Non-competition Term''), may not:
(a) Engage or participate in or become employed by, or render advisory or
other services to, any business entity that competes with the Company in the
Ukraine or the Dominican Republic.
If the foregoing provision is determined to be invalid by reason of the
length of any period or the size of the area set forth, such period of time,
such area or both will be considered to be reduced to a period of time or area
that will cure such invalidity.
(b) Directly or indirectly solicit or induce any person, corporation, or
other entity that is a customer of the Company at the time of the execution of
this agreement or that was a customer at any time within the one-year period
immediately preceding such termination to become a customer of any other person,
corporation, or other entity competing with the Company or its Parent. The
Advisor further agrees that he or she will not approach any such person,
corporation, or other entity for such purposes.
(c) Directly or indirectly solicit or induce any person who is an Employee
of the Company or its Parent to become employed by any person, firm or
corporation competing with the Company or its Parent, or approach any Employee
for such purpose.
(d) Disclose any proprietary or confidential information of the Company or
its Parent relating to (i) the customers, clients, employees and accounts of the
Company or its Parent, including but not limited to the identity of the
Company's or its Parent's customers if such identity is proprietary or
confidential; (ii) the Company's or its Parent's business methods, systems,
plans, policies, and personnel; or (iii) the technical data, trade secrets, or
know-how of the Company or its Parent, including, but not limited to, research,
product plans, products, services, markets, software, developments, inventions,
processes, formulas, technology, designs, drawings, engineering, hardware,
configuration information, marketing, finances or other business information
disclosed by the Company or its Parent, either directly or indirectly, whether
in writing, orally or by drawings or inspection of parts or equipment.
8. ARBITRATION OF DISPUTES.
(a) The Company and the Advisor agree that any dispute or controversy
arising out of or relating to any interpretation, construction, performance or
breach of this Agreement, will be settled by arbitration to be held in
Philadelphia County, Pennsylvania, in accordance with the rules then in effect
of the American Arbitration Association. The arbitrator may grant injunctions or
other relief in the dispute or controversy.
(b) The decision of the arbitrator will be final, conclusive and binding on
the parties to the arbitration. Judgment may be entered on the arbitrator's
decision in any court of competent jurisdiction. The Company and The Advisor
will each pay one-half of the cost and expenses of the arbitration and each will
separately pay its respective counsel fees and expenses.
The Advisor acknowledges that the services to be rendered by the Advisor
are of a special, unique and extraordinary character, and in connection with
such services, the Advisor will have access to confidential information vital to
the Company's and its Parent's business.
By reason of this, the Advisor agrees that if the Advisor violates any of the
provisions of this Agreement with respect to non-competition, diversion of the
Company's and its Parent's clients or employees, or confidentiality, the Company
and the Parent would sustain irreparable harm, and therefore, in addition to any
other remedies that the Company and Parent may have under this Agreement, the
Company and Parent will be entitled to apply to any court of competent
jurisdiction for equitable relief, including specific performance and
injunctions restraining the Advisor from committing or continuing any such
violation of this Agreement.
(b) The Advisor further agrees that no bond or other security will be
required in obtaining equitable relief and the Advisor hereby consents to the
issuance of an injunction and to the ordering of specific performance.
(c) The Advisor further agrees that he will be required to sign an
INFORMATION & PRODUCT EVALUATION AND NON-DISCLOSURE AGREEMENT in order to accept
the position on the SCTI Medical and Scientific Advisory Board.
9. INDEMNITY
The Advisor shall and does hereby agree to defend, indemnify, release, and
save harmless the Company, or companies agents, representatives, servants,
employees, attorneys, and assigns from and against any and all suits, actions,
judgments, damages, costs, expenses, and attorneys fees incurred in defense of
any action or proceeding arising out of the performance of this agreement
10. NOTICES.
Any notice, request, demand or other communication required or permitted to
be given under this Agreement will be sufficient if in writing and if delivered
personally, or sent by certified or registered mail as follows (or to such other
addressee or address as will be set forth in a notice given in the same manner):
If to the Advisor: Xx. Xxxxxxxx Xxxxxx, MD.
____________________________________
and
____________________________________
If to the Company:
Xxxxxx X. Xxx
CEO/Chairman
Stem Cell Therapy International Inc.
0000 Xxxxx Xxxx Xxxxxx, 0xx Xxxxx, Xxxxx #000
Xxxxx, XX 00000
Any such notice will be deemed to be given on the date delivered or mailed
in the manner provided above.
11. WAIVER OF BREACH.
The waiver by the Company or by the Advisor of a breach of any provision of
this Agreement by the other party will not operate, or be construed, as a waiver
of any other breach of such other party.
12. ASSIGNMENT.
This Agreement will inure to the benefit of, and be binding upon, the
Company, its successors and assigns. This Agreement will be binding on the
Advisor, the Advisor's heirs, executors or administrators, and legal
representatives. However, this Agreement will not be assignable by the Advisor
nor may the obligations of the Advisor be delegated, without express written
consent of the Company.
13. ENTIRE AGREEMENT.
This Agreement represents the entire understanding of the parties and
supersedes all previous agreements, oral or written, between the parties and any
modification of the agreement must be in writing and executed by the parties.
This is a personal services contract and the Advisor may not assign any rights
or delegate any duties of the Advisor under this agreement.
14. APPLICABLE LAW.
The parties agree that this Agreement will be construed and enforced
pursuant to the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties have set their hands as of the day and year
first above written.
Stem Cell Therapy International, Inc. SCTI Medical and Scientific Board
Advisor
By: BY: ____________________________
Xxxxxx X. Xxx, CEO/Chairman Advisor, Xx. Xxxxxxxx Xxxxxx, MD.
