MySkin, Inc. CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT
Exhibit
10.2
CONSULTING,
CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT
This
Consulting, Confidentiality and Proprietary Rights Agreement ("Agreement") is
entered into as of the 1stth day of December, 2007(the “Effective
Date”) by and between MySkin, Inc., a California corporation (the “Company”),
and Xxxxxxxxxx Xxxxxxxxxxxx (“Consultant”).
7. Return
of the Company’s Proprietary Materials. Consultant agrees to deliver
promptly to the Company on termination of this Agreement for whatever reason, or
at any time the Company may so request, all documents, records,
artwork, designs, data, drawings, flowcharts, listings, models, sketches,
apparatus, notebooks, disks, notes, copies and similar repositories of
Confidential Information and any other documents of a confidential nature
belonging to the Company, including all copies, summaries, records,
descriptions, modifications, drawings or adaptations of such materials which
Consultant may then possess or have under its control. Concurrently
with the return of such proprietary materials to the Company, Consultant agrees
to deliver to the Company such further agreements and assurances to ensure the
confidentiality of proprietary materials. Consultant further agrees
that upon termination of this Agreement, Consultant's, employees, consultants,
agents or independent contractors shall not retain any document, data or other
material of any description containing any Confidential Information or
proprietary materials of the Company.
Consultant
acknowledges and agrees that the Company shall have all right, title and
interest in, among other items, all research information and all documentation
or manuals related thereto that Consultant develops or prepares for the Company
during the period of Consultant's engagement by the Company and that such work
by Consultant shall be work made for hire and that the Company shall be the sole
author thereof for all purposes under applicable copyright and other
intellectual property laws. Other than the Proprietary Rights listed on the
Schedule attached hereto, Consultant represents and covenants to the Company
that there are no Proprietary Rights relating to the Company's business which
were made by Consultant prior to Consultant's engagement by the Company.
Consultant agrees promptly to disclose in writing to the Company all Proprietary
Rights in order to permit the Company to claim rights to which it may be
entitled under this Agreement. With respect to all Proprietary Rights
which are assigned to the Company pursuant to this Section 8, Consultant will
assist the Company in any reasonable manner to obtain for the Company's benefit
patents and copyrights thereon in any and all jurisdictions as may be designated
by the Company, and Consultant will execute, when requested, patent and
copyright applications and assignments thereof to the Company, or other persons
designated by the Company, and any other lawful documents deemed necessary by
the Company to carry out the purposes of this Agreement. Consultant will further
assist the Company in every way to enforce any patents, copyrights and other
Proprietary Rights of the Company.
14.
Governing Law. This Agreement shall be governed, construed and
interpreted in accordance with the internal laws of the State of California. In
the event a judicial proceeding is necessary, the sole forum for resolving
disputes arising under or relating to this Agreement are the Municipal and
Superior Courts for the County of Orange, California or the Federal District
Court for the Central District of California and all related appellate courts,
and the parties hereby consent to the jurisdiction of such courts, and that
venue shall be in Orange County, California.
(i) If
to the Company:
0000 X.
Xxxxxx Xxxx. Xxxxx X
Phone:
(000) 000-0000
Attn:
President
(ii) If
to the Consultant:
Xxxxxxxxxx
Xxxxxxxxxxxx
1328 West
Balboa
Apt
“C”
Xxxxxxx
Xxxxx, XX 00000
Attn:
Xxxxxxxxxx Xxxxxxxxxxxx
Any such
notice, demand or other communication shall be deemed to have been given on the
date personally delivered or as of the date mailed, as the case may
be.
Xxxxxxxxxx
Xxxxxxxxxxxx
By: /s/ XXXXXXXXXX
XXXXXXXXXXXX
By: /s/ XXXXXXXXXX
XXXXXXXXXXXX
Name:
Xxxxxxxxxx Xxxxxxxxxxxx
Title:
President
Schedule
Title and
Operational Responsibilities
-
Consultant will have the title of President.
-
Consultant shall perform various advanced skin care services as requested.
Consultant
is expected to no less than 40 hours per month to activities related to the
Company.
Consultant
shall report regularly, and not less frequent than once per week, to the Company
her actions on behalf of the Company.
Consultant
shall be paid sixty-five dollars ($65.00) per hour starting February 1,
2008. Consultant shall invoice the Company and Company shall pay
Consultant within 15 days of receipt of the invoice. Such payment
shall be pro-rated should the Agreement terminated prior to the expiration of
the payment period in which the Agreement terminates.
Company
agrees to reimburse Consultant for other reasonably necessary travel expenses.
However, should such expenses exceed $1,500 in any given calendar month; such
expenses shall be pre-approved in advance by Company in order to qualify to
reimbursement. An email authorization by an officer of Company shall be deemed a
valid approval.