Exhibit 10.17
MANAGEMENT SERVICES AGREEMENT
This Agreement is as of January 1, 2004 (the "Effective Date") by and between
Xxxxxx Ventures, LLC ("FV"), an Illinois Limited Liability Company and Advanced
Life Sciences ("ALS"), an Illinois corporation.
1. ENGAGEMENT OF SERVICES.
Subject to the terms and conditions of this Agreement, FV hereby engages ALS to
provide administrative management services ("Services") to FV and any of its
wholly-owned subsidiaries and ALS agrees to such engagement.
2. COMPENSATION.
As full and complete compensation for the Services of ALS, FV shall compensate
ALS on a variable basis for the portion of salary and benefits ("Gross
Employment Costs") attributable to any ALS employee(s) who provide Services to
FV. Such Gross Employment Costs will be determined on a monthly basis as
Services are provided. FV and its related subsidiaries shall also reimburse the
Company for rent and related facility costs based upon the actual square footage
occupied by each FV and its related subsidiaries. Apart from the compensation
for Services set forth above, any expenses or costs incurred by ALS in
performing the services under this Agreement shall be borne solely by ALS and
shall not be billable to FV.
3. TERM OF AGREEMENT/TERMINATION
3.1 Term. This Agreement shall continue in force for twelve months from
the Effective Date of this Agreement, set forth above, and shall continue
until terminated pursuant to Section 4.2, except that ALS's obligations
under Section 6 of this Agreement shall continue after termination of
this Agreement.
3.2 Termination. This Agreement may be terminated by either party by
providing seven (7) days prior written notice to the non-terminating
party.
4. INDEPENDENT CONTRACTOR.
ALS enters into this Agreement as, and will continue to be an independent
contractor. FV shall not be ALS's employer, partner, agent or principal. ALS
will have no authority to bind or speak for FV except as may be specifically
given to ALS from time to time. ALS will not be entitled to benefits accorded to
FV employees including without limitation, worker's compensation, disability
insurance, health insurance, vacation, holiday or sick pay. ALS will be
responsible for providing, at ALS's expense and in ALS's name for any
disability, worker's compensation or other insurance as well as any licenses and
permits usual or necessary for conducting the Services hereunder. ALS shall pay,
when and as due, any and all taxes incurred as the result of ALS's compensation
hereunder including, without limitation, self-employment, income and estimated
taxes. ALS hereby indemnifies FV for any costs or liabilities arising out of
ALS's failure to pay any or all taxes applicable to ALS's compensation under
this Agreement.
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5. PROPRIETARY INFORMATION
"Proprietary Information" shall mean all the information which FV or its related
subsidiaries provides to ALS as part of the Services rendered under this
Agreement, including but not limited to technology, trade secrets, know-how,
inventions, improvements, information, documents, materials and other property,
whether of a technical, scientific, business, financial or other nature,
furnished or disclosed to ALS or obtained by ALS in connection with the Services
under this Agreement. By way of illustration only and not limitation:
information includes formulas, formulations, sequences, constructs, data,
bioassays, costs, suppliers, customers, profits, markets, sources of funds,
research projects, plans for future experiments and developments, and failed
experiments; documents include notebooks, memoranda, letters, papers, records,
reports, data, software programs, search reports, electronic data recorded or
retrieved by any means, drawings, sketches, schematics, models and prototypes;
materials include samples of nucleic acids, proteins, tissue, cells, viruses,
chemicals, and media. Proprietary Information shall not include information
which is publicly known through no breach of this agreement by ALS, obtained
from a third party who has the legal right to disclose the information to ALS,
or known to ALS before entering into this Agreement as evidenced by ALS's
written records predating this Agreement.
5.1. ALS shall maintain in confidence and shall not directly or indirectly
either during or after the term of this Agreement, use any Proprietary
Information for purposes unrelated to this Agreement, or disclose to anyone
outside of FV any Proprietary Information without prior written authorization
from a corporate officer of FV.
5.2 This Agreement constitutes a limited license to ALS to use Proprietary
Information solely for the purpose of performing the Services under this
Agreement. Proprietary Information shall not be used by ALS in any research or
other work that is or may be subject to employment, consulting, commercial
licensing or contracted research obligation to another person or entity, unless
written permission is first obtained by ALS from FV. Except for the limited
license to use Proprietary Information to perform the services, ALS acknowledges
that no license or other rights are granted to ALS under this Agreement with
respect to any existing or future, issued or pending patents, trade secrets or
know-how of FV or any FV affiliate or licensee.
5.3 Except to the extent necessary to perform the Services under this
Agreement, all Proprietary Information shall remain on the FV premises and be
available for use and inspection at all times by FV. Upon termination of this
Agreement, or at the request of FV prior to termination, ALS shall promptly
return all Proprietary Information ALS may have to FV, including all materials,
documents, copies, summaries, or extracts, and, if requested by FV, ALS shall
execute a certificate warranting that all Proprietary Information has been
returned to FV in accordance with this Agreement.
6. CONFLICTS OF INTEREST
In performing the Services under this Agreement, ALS shall not disclose to FV or
make any unauthorized use of trade secrets or other confidential or proprietary
information developed or acquired as a result of employment by or performance of
services for third parties. ALS represents that ALS's performance of the terms
of this Agreement will not breach any duty of confidentiality which ALS might
owe to any third party, and that ALS has not entered into any agreement, written
or oral, in conflict with this Agreement.
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7. ENTIRE AGREEMENT
This Agreement sets forth the entire agreement between the parties relating to
its subject matter. This Agreement may be amended only by the written consent of
both parties. No assignment of this Agreement or any of its provisions shall be
binding upon FV unless written consent thereto is obtained from FV.
8. GOVERNING LAW
This Agreement shall be governed by, and construed in accordance with, the laws
of the State of Illinois, U.S.A.
9. INJUNCTIVE RELIEF
ALS acknowledges that failure to comply with the terms of this Agreement may
cause irreparable damage. Therefore, ALS agrees that in addition to any other
remedies at law or in equity available for breach of this Agreement, FV may seek
specific performance or injunctive relief to prevent such damage or further
damage.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates set
forth below.
ADVANCED LIFE SCIENCES, INC.: XXXXXX VENTURES, LLC
/s/ Suseelan Pookote /s/ Xxxx X. Xxxxxx
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Suseelan Pookote Xxxx X. Xxxxxx
EVP of Corporate Development Member
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