This Consulting Agreement is made as of the 15th day of March, 2006
BETWEEN:
XXXXXXX XXXXX, Businessman, of the City of Naples in the State of Florida
OF THE FIRST PART
AND
DERMISONICS, INC, a corporation incorporated pursuant to the laws of the
State of Nevada (hereinafter referred to as "Dermisonics")
OF THE SECOND PART
WHEREAS Dermisonics is a public company engaged in the development of
bio-medical and consumer products to be marketed to the public;
AND WHEREAS Xxxxxxx Xxxxx, in his capacity as the chief executive officer of a
private American company which specializes in the development and marketing of
aftermarket supplies to the vehicle market, has developed significant expertise
in the creation of marketing strategies,
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the , mutual
agreements and covenants herein contained , the parties hereto agree as follows:
1. APPOINTMENT.
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Dermisonics hereby engages Xxxxxxx Xxxxx ("Stock") and Stock agrees to
render services to Dermisonics as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM
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The term of this Consulting Agreement shall begin as of the date of this
Agreement, and shall terminate on March 14, 2007, unless earlier terminated in
accordance with paragraph 9 herein or extended by the mutual written consent of
the parties.
3. SERVICES
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During the term of this Agreement, Stock shall provide advice to, undertake
for and consult with Dermisonics concerning management, marketing, consulting
and strategic planning in connection with the development, maintenance and
growth of a market in the United States of America for the U-Strip and any
ancillary products. Without limiting the generality of the foregoing, Stock
shall be specifically responsible for:
(a) The implementation of short-range and long-term strategic
planning to fully develop and enhance Dermisonics's domestic
marketing plan as it relates specifically to the U-Strip and the
identification of pharmaceutical companies and other strategic
allies which represent potential sources of broad based and
reliable distribution in the United States of America, and
(b) Assistance with regard to the identification, evaluation,
structuring, negotiating and closing of licensing programs, joint
ventures and/or strategic alliances dedicated to the efficient
and profitable distribution of the U-Strip and any ancillary
products in the United States of America.
Dermisonics acknowledges that Stock provides management and consulting
services to other companies and that the services to be provided by Stock
pursuant to the terms of this Consulting Agreement shall be non-exclusive in
nature.
4. DUTIES OF DERMISONICS
----------------------
Dermisonics shall provide Stock, on a regular and timely basis, with all
approved data and information about it, its subsidiaries, its management, its
products and services and its operations as shall be reasonably requested by
Stock or as may be reasonably required to advance the VEM Placement, and shall
advise Stock immediately of any facts which would effect the accuracy of any
data and information previously supplied pursuant to this paragraph. Dermisonics
shall promptly supply Stock with:
(a) full and complete copies of financial reports, and all
filings with all federal and state securities agencies;
(b) full and complete copies of all stockholder reports;
(c) all data and information supplied by any financial analyst;
and
(d) all brochures or other sales materials relating to its
products or services.
5. COMPENSATION
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Dermisonics shall issue and deliver to Stock an aggregate of three hundred
and twenty-five thousand shares (325,000) of the Corporation's $0.001 par value
common stock ("Shares") which shall be registered by Dermisonics with the SEC on
Form S-8 (the "Form S-8") of the Securities Act of 1933, as amended, no later
than five (5) business days from the execution of this Consulting Agreement. The
number of Shares which xxxx
Xxxx 2 of 5
be issued pursuant to this Consulting Agreement shall be adjusted to reflect any
splits, recapitalization, reverse splits, capitalization's, mergers,
consolidations, sale of assets or other corporate reorganizations. Xxxxxxx shall
receive the Shares one day after the effectiveness of the Form S-8.
Any pre-approved expenses relating to any activities undertaken by Stock
under this Consulting Agreement will be charged to Dermisonics at cost on a
monthly basis. Expenses will be invoiced and payment thereon shall be due within
thirty (30) days of receipt of an invoice.
6. REPRESENTATION AND INDEMNIFICATION.
-----------------------------------
Dermisonics shall be deemed to have made a continuing representation of the
accuracy of any and all facts, material information and data which it supplies
to Stock and acknowledges its awareness that Stock will rely on such continuing
representation in disseminating such information and otherwise performing its
advisory functions. Stock in the absence of notice in writing from Dermisonics
will rely on the continuing accuracy of material, information and data supplied
by Dermisonics. Stock represents that it has knowledge of and is experienced in
providing the aforementioned services.
7. LIMITATION OF LIABILITY
-----------------------
In the event that either party shall be liable to the other pursuant to the
terms of this Consulting Agreement for any failure to perform their obligations
arising under this Consulting Agreement, that party's liability shall be limited
as follows:
(a) All liabilities in contract and tort for direct loss
shall be limited to the actual value of the compensation
paid in accordance with paragraph 5 in the year of the
claim; and
(b) All liabilities in contract and in tort for incidental,
indirect, special or consequential damages including, but
not limited to, loss of revenues or profits shall be
excluded.
8. CONFIDENTIAL INFORMATION
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No party to this Consulting Agreement shall, without the prior written
consent of the other party, disclose any information concerning the existence
and/or terms of this Consulting Agreement to a third party except in the proper
performance of this Consulting Agreement or as required by law or a competent
authority. This duty of confidentiality shall survive the termination of this
Consulting Agreement.
9. MISCELLANEOUS
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Termination: This Consulting Agreement may be terminated by either Party in
-----------
the event of a material breach of its terms by the other Party upon written
notice to the such
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other Party and termination shall be effective five (5) business days from the
date of such notice.
Alteration: This Consulting Agreement sets out the entire understanding of
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the Parties with respect to the subject matter hereof. This Consulting Agreement
may be amended only in writing signed by both Parties.
Counterparts: This Consulting Agreement may be executed in any number of
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counterparts by original or facsimile signature by the authorized officer of
Dermisonics and Stock each of which counterparts, when executed and delivered,
shall be an original but such counterparts together shall constitute one and the
same instrument.
Notices: All notices, requests, demands and other communications required
-------
or permitted to be given hereunder shall be deemed given when received by the
parties at the addresses below or to such other address, or the attention of
such other party, as the parties shall advise the other by notice given in
accordance with this clause:
If to Dermisonics: Dermisonics, Inc.,
0 Xxxx Xxxxx
Xxxxx 000
Xxxxxx
Xxxxxxxxxx
00000 X.X.X.
Attention: Xxxxx X. Xxxxxxx
If to Stock: Xxxxxxx Xxxxx,
000 Xxxxxxx Xxxxx
Xxxxxx, Xxxxxxx
XXX 00000
or to such other address, or the attention of such other party, as the parties
shall advise the other by notice given in conformity herewith.
Waiver: Any waiver by either Party of a breach of any provision of this
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Consulting Agreement shall not operate as or be construed to be a waiver of any
other breach of that provision or of any breach of any other provision of this
Consulting Agreement. The failure of a Party to insist upon strict adherence to
any term of this Consulting Agreement on one or more occasions will not be
considered a waiver or deprive that Party of the right thereafter to insist upon
adherence to that term of any other term of this Consulting Agreement.
Severability: If any provision of this Consulting Agreement is invalid,
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illegal, or unenforceable, the balance of this Consulting Agreement shall remain
in effect, and if
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any provision is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to all other persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or out of
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this Consulting Agreement shall be submitted to arbitration under the rules of
the American Arbitration Association and the decision of the arbiter(s) shall be
enforceable in any court having jurisdiction thereof. Arbitration shall occur
only in the State of Nevada. The interpretation and the enforcement of this
Agreement shall be governed by Nevada Law as applied to residents of the State
of Nevada relating to contracts executed in and to be performed solely within
the State of Nevada. In the event any dispute is arbitrated, the prevailing
Party (as determined by the arbiter(s)) shall be entitled to recover that
Party's reasonable attorney's fees incurred (as determined by the arbiter(s)).
IN WITNESS THEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
Dermisonics, Inc
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx,
Chairman
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Witness Xxxxxxx Xxxxx
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