Exhibit 4.9
Mediscience RT Consulting Agreement
This Agreement is made on February 1, 2004 between Mediscience Technology Corp.
(MTC) 0000 Xxxxxxxxx xxx, Xxxxxx Xxxx XX, 00000 and RT Consulting Services Inc.
16719 Senterra Dr. Delray Beach FI. 33484. Consultant has extensive US
experience regarding corporate management, corporate structuring and related
presentations especially for corporate venture/associations, and the MTC seeks
to benefit from the Consultant's expertise by retaining the Consultant as an
exclusive Technical Consultant. The Consultant wishes to perform consulting
services for the MTC. Accordingly, MTC and the Consultant agree as follows:
1. Services
a. The consultant shall provide advice and consulting services to
the Company with respect to matters related to corporate management, corporate
structuring and related presentations for corporate marketing ventures and/or
associations. The Consultant shall be engaged by the MTC as a consultant for the
exchange of ideas only and under the terms of this Agreement, shall not direct
or conduct or participate in fund raising of any kind for or on behalf of the
Company. Any such activity which may be conducted shall be carried out solely
and only by MTC management or designees.
b. Upon request by the Company and in return for compensation
detailed in Article 2, the Consultant shall keep MTC informed about
applications, features, and specifications in its area of expertise as they may
broaden or change from time to time as well as be available for assisting in
quality product control issues.
2. Compensation
As the full and sole consideration for the consulting services provided by the
Consultant, the Company shall pay to the Consultant One Million four hundred
thousand shares (1,400,000) of Mediscience common SEC Restricted and legended by
the transfer agent 144.
3. Competition
The Consultant represents to the Company that the Consultant does not have any
agreement to provide consulting services to any other party, firm, or company in
the BIO-TECHNOLOGY industry on matters relating to the scope of this
consultancy, and will not enter into any such agreement during the term of this
Agreement. The Company acknowledges and agrees, however, that nothing in this
Agreement shall affect the Consultant's right to contract with the Research
Foundation of City University of New York (CUNY) or any component of CUNY
System.
4. Confidentiality
a. The parties may wish, from time to time, in connection with work contemplated
under this Agreement, to disclose confidential information to each other
("Confidential Information"). Each party will use reasonable efforts to prevent
the disclosure of any of the other party's Confidential Information to third
parties for a period of seven (-7-) years from receipt thereof. The recipient
may acquire information that pertains to the discloser's processes, equipment,
programs, developments, or plans that is both (i) disclosed or made known by the
disclosure to the recipient and (ii) identified in writing as "proprietary" by
the disclosure. The recipient agrees not to disclose any Confidential
Information to third parties or to use any Confidential Information for any
purpose other than performance of the services contemplated by this Agreement,
without prior written consent of the Company.
b. Confidential Information subject to paragraph 4(b) does not include
information that (i) is or later becomes available to the public through no
breach of this Agreement by the recipient; (ii) is obtained by the recipient
from a third party who had the legal right to disclose the information to the
recipient; (iii) is already in the possession of the recipient on the date this
Agreement becomes effective; (iv) is independently developed by recipient; or
(v) is required to be disclosed by law, government regulation, or court order.
In addition, Confidential Information subject to paragraph 4(b) does not include
information generated by the Consultant unless the information (i) is generated
as a direct result of the performance of consulting services under this
Agreement.
5. Return of Materials
The Consultant agrees to promptly return, following the termination of this
Agreement or upon earlier request by the Company, all drawings, tracings, and
written materials in the Consultant's possession and (i) supplied by the Company
in conjunction with the Consultant's consulting services under this Agreement or
(ii) generated by the Consultant in the performance of consulting services under
this Agreement.
6. Intellectual Property
a. Title to any inventions and discoveries made by or contributed to by
Consultant resulting from the work performed hereunder shall reside in MTC title
to all inventions and discoveries made by MTC resulting from the research
performed hereunder shall reside in MTC; title to all inventions and discoveries
made jointly by Consultant and Company resulting from the research performed
hereunder shall reside in MTC and Company. Inventorship shall be determined in
accordance with U.S. Patent law.
7. Term and Termination
a. This Agreement shall be for a term of 48 months, renewable upon
reasonable terms and conditions as may be agreed upon by the Company and the
Consultant.
b. Termination of the Agreement under paragraph 8(a) above shall not
affect (a) the Company's obligation to pay for services previously performed by
the Consultant and acknowledged by MTC.
8. Miscellaneous
a. This Agreement shall inure to the benefit of and be binding upon the
respective heirs, executors, successors, representatives, and assigns of the
parties, as the case may be.
b. The relationship created by this Agreement shall be that of independent
contractor, and the Consultant shall have no authority to bind or act as agent
for the Company or its employees for any purpose.
c. The Company will not use the Consultant's name in any commercial
advertisement or similar material used to promote or sell products, unless the
Company obtains in advance the written consent of the Consultant.
d. Share transfer hereunder shall be deemed to have been properly given /
paid when deposited with the United States Postal Service, registered or
certified mail, by Registrar & Transfer Co MTC's transfer agent in accordance
with written instructions provided by Consultant as to share issuance R/N/O
addressed as follows:
0000 Xxxxxxxxx Xxx, Xxxxxx Xxxx XX 00000 Attn: Xxxxx Xxxxxxxxx
0000 Xxxxxxxx Xx. Xxxxxx Xxxxx XX. 00000
e. This Agreement replaces all previous agreements and the discussions
relating to the subject matters hereof and constitutes the entire agreement
between the Company and the Consultant with respect to the subject matters of
this Agreement. This Agreement may not be modified in any respect by any verbal
statement, representation, or agreement made by any employee, officer, or
representative of the Company, or by any written documents unless it is signed
by an officer of the Company and by the Consultant.
f. If any term or provision of this Agreement is deemed invalid, contrary
to, or prohibited under applicable laws or regulation of any jurisdiction, this
Agreement (save only this sentence) shall be invalid.
g. The parties hereto agree to be bound by and under New York State Law
and to submit any and all disputes of whatsoever kind to the American
Arbitration association of New York City
IN WITNESS WHEREOF, the parties have executed this Agreement effective the date
first stated above.
By: Xxxxxx Xxxxx, President RT consulting Inc. Date: 3/2/04 /s/ Xxxxxx Xxxxx
By: Xxxxx Xxxxxxxxx, Chairman/CEO Mediscience Technology Corp. Date: 4/3/04
/s/ Xxxxx Xxxxxxxxx
