HUMAN BIOSYSTEMS CONSULTANT AGREEMENT
THIS AGREEMENT is made effective on May 27, 2004 between HUMAN BIOSYSTEMS,
whose address is 0000 Xxxxxx Xxxxxx, Xxxx Xxxx, XX 00000, incorporated under
the laws of the State of California, hereinafter called "COMPANY", and
Xxxxx XxXxxxxx , whose address is 000 Xxxxxx Xxxx, Xxxxxxx Xxxxxxx, XX 00000
hereinafter called "CONSULTANT".
WITNESSETH:
1. PURPOSE OF AGREEMENT. HUMAN BIOSYSTEMS is a duly established California
corporation engaged in the business of designing, manufacturing and marketing
products for the medical market, and CONSULTANT represents that he has expertise
in the area of medical technology and business contacts in the medical field.
This agreement between COMPANY and CONSULTANT is entered into for the purpose of
defining the relationship, responsibilities, and agreement between COMPANY and
CONSULTANT.
2. CONSULTANT: COMPANY hereby appoints Xxxxx XxXxxxxx to advise the
company on matters of medical due diligence and product development in the
medical and related markets.
3. CONSULTANT DUTIES AND RESPONSIBILITIES: CONSULTANT shall be engaged as a
Consultant with the following tasks:
a. Recommend to company test, protocols and companies who perform such services.
b. Advise on the further development of Company's egg based cream product for
commercialization.
c. Advise Company on medical matters related to preservation of platelets and
organs.
4. CONSULTANT'S PERFORMANCE.. CONSULTANT agrees to devote a reasonable amount
of time agreeable to both parties to meet the objectives outlined in Paragraph
3. The Company acknowledges that Consultant is not an employee of the Company.
5. TERM. The term of this Agreement shall be effective from the effective date
of this agreement through December 31, 2004 unless terminated earlier by
fulfillment of the services to be provided or if terminated by either party.
This agreement may be extended upon the mutual consent of both parties.
6. COMPENSATION. For the purpose of compensating CONSULTANT, COMPANY shall pay
for services by issuing 50,000 shares of its company common stock.
7. INTELLECTUAL PROPERTY. COMPANY shall have and shall retain title to all
inventions and discoveries which CONSULTANT discovers, conceives or invents as a
result of this agreement.
8. TERMINATION UPON BREACH. This Agreement shall be terminated upon material
breach of any of the provisions herein, or breach of the material provisions of
any and all supplemental agreements which the CONSULTANT and COMPANY may
mutually execute.
9. CONFIDENTIALITY AGREEMENT. CONSULTANT agrees that all information made
available to CONSULTANT regarding the products, clients and software systems of
COMPANY are confidential and require a high degree of confidentiality so as not
to violate the rights of others and to prevent the use thereof for purposes
detrimental to the interests of COMPANY and its clients. Such information in
any form shall be hereinafter referred to as "INFORMATION." For purposes of this
Agreement:
a. CONFIDENTIAL INFORMATION means INFORMATION disclosed to or acquired by
CONSULTANT while employed by COMPANY, and includes but is not limited to,
INVENTIONS, Patent Applications, TRADE SECRETS, any other information of value
relating to the business and/or field of interest of COMPANY including
information with respect to which COMPANY is under an obligation of
confidentiality with any third party. CONFIDENTIAL INFORMATION does not include
information that is generally known in the relevant trade or industry or any
information known to and freely usable by CONSULTANT before CONSULTANT'S
association with COMPANY, provided, however, information for purposes of this
Agreement shall be considered CONFIDENTIAL INFORMATION if not known by the trade
generally, even though such information has been disclosed to one or more third
parties pursuant to distribution agreements, joint research agreements, or other
agreements entered into by COMPANY;
b. TRADE SECRET(S) means all information, know how, concepts, data, knowledge,
ideas and materials however embodied, relating to the business of COMPANY'S
customers which have not been released publicly by an authorized representative
of COMPANY or have not otherwise lawfully entered the public domain. TRADE
SECRETS shall include but are not limited to information, know how, concepts,
data, knowledge, computer programs, ideas and materials relating to COMPANY'S
existing and future products, processes, research and development, technology,
production costs, contract forms, drawings, designs, plans, proposals, marketing
and sales plans and strategies, cost or pricing information, financial
information, promotional methods, volume of sales, names or classes of customers
and vendors, management procedures, organization charts, and CONSULTANT
directories.
10.PROPRIETARY INFORMATION OF OTHERS. CONSULTANT shall not use or disclose to
COMPANY, or induce COMPANY to use, any information, know how, concepts, data,
knowledge, computer programs, ideas or materials, however embodied, with respect
to which CONSULTANT is under an obligation of confidentiality to any third party
imposed, by law or agreement prior to the date hereof. COMPANY represents and
covenants that it will not require CONSULTANT to violate any obligation to, or
confidence with, another.
11.SECRECY AGREEMENT. CONSULTANT acknowledges that he understands the
requirement for CONFIDENTIAL INFORMATION to be kept secret and used only as
authorized herein. CONSULTANT shall at all times during the period of her
association with COMPANY under this Agreement and thereafter keep in confidence
and trust all CONFIDENTIAL INFORMATION. CONSULTANT shall use CONFIDENTIAL
INFORMATION only in the course of performing duties as Consultant and Advisory
Board Member for the Company and other duties as assigned by the Company
President, and not for unrelated personal gain. CONSULTANT shall not, directly
or indirectly, disclose any CONFIDENTIAL INFORMATION to any person, organization
or entity, except in the course of performing duties as a CONSULTANT of COMPANY
and only in the manner prescribed by COMPANY. CONSULTANT shall abide by those
COMPANY policies and regulations established from time to time for the
protection of CONFIDENTIAL INFORMATION. During CONSULTANT'S association with
COMPANY under this Agreement, and after termination thereof, CONSULTANT shall
not directly, or indirectly, either as an CONSULTANT, COMPANY, agent, principal,
partner, stockholder, corporate officer, director, or in any other individual or
representative capacity, engage or participate in any activity of any nature
whatsoever, the performance of which would have a reasonable likelihood of
placing CONSULTANT in conflict with the obligations of confidence and trust
regarding CONFIDENTIAL INFORMATION imposed herein.
12.RETURN OF DOCUMENTS AND MATERIALS. CONSULTANT agrees that all
documents, reports, drawings, materials, designs, plans, computer programs,
proposals, marketing and sales plans, reproductions, and other documents or
things made by CONSULTANT or that come into CONSULTANT'S possession in the
course of employment with COMPANY are the property of COMPANY and will not be
used by CONSULTANT for any purpose other than the business of COMPANY.
CONSULTANT will not deliver, reproduce or in any way allow such documents or
things to be delivered or be used by any third parties without specific
direction or consent of COMPANY. Upon termination of this Agreement, CONSULTANT
will promptly deliver to COMPANY the above documents and materials together with
any copies thereof.
00.XX DISCLOSURE. CONSULTANT agrees not to divulge, disclose, convey or make
known to others or any other entity, any such information without the express
written consent of the President of Human BioSystems first obtained.
CONSULTANT further agrees to take all necessary steps to
safeguard such information to prevent the unauthorized disclosure thereof.
14.INJUNCTION. Recognizing that irreparable damage will result to the
business of COMPANY in the event of the breach of any of these covenants and
assurances by CONSULTANT, the parties hereto agree that if CONSULTANT shall
violate the terms of this Agreement, COMPANY shall be entitled to an injunction
to be issued by any court of competent jurisdiction enjoining and restraining
CONSULTANT and each and every person, firm, association, partnership, company,
or corporation concerned therewith, from the continuance of such violation of
the terms of this Agreement, and in addition thereto, CONSULTANT shall pay to
COMPANY all damages, including reasonable attorneys' fees sustained by COMPANY
by reason of the violation of this Agreement.
00.XX ASSIGNMENT. Neither the CONSULTANT nor COMPANY may transfer or assign
this Agreement, or any right or obligation hereunder, without the prior written
consent of the other party. No right or obligation under this Agreement may be
waived, modified, or in any respect altered except by written agreement of the
parties executed in writing by both parties.
16.SUCCESSORS AND ASSIGNS. This agreement shall be binding on the heirs,
executors, successors and assigns of the parties.
17.ATTORNEYS FEES. If any action is brought to enforce any obligation created
under this Agreement, the Court shall award to the prevailing party, such
reasonable fees, costs, and expenses as may have been incurred by such party in
enforcing its rights under this Agreement, including without limitation, the
fees, costs, and expenses of its attorney for services both before or after
litigation is instituted.
18.ENTIRE AGREEMENT. This Agreement may not be changed except in writing
signed by the President of the Company and the CONSULTANT. The validity,
performance, construction, and effect of this Agreement shall be governed by the
laws of the State of California
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
"COMPANY" "CONSULTANT"
HUMAN BIOSYSTEMS Xxxxx XxXxxxxx
0000 Xxxxxx Xxxxxx 000 Xxxxxx Xxxx
Xxxx Xxxx, Xx 00000 Xxxxxxx Xxxxxxx, XX 00000
By:/s/Xxxxx Xxxxxx /s/Xxxxx XxXxxxxx
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XXXXX XXXXXX, PRESIDENT XXXXX XXXXXXXX, CONSULTANT
