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EXHIBIT 10.12
THIS AGREEMENT is made the 15th day of February 2001
BETWEEN
VIRAGEN (SCOTLAND) LIMITED, Pentlands Science Park, Xxxx Loan, Penicuik,
Midlothian, EH26 0PZ, Scotland
AND
XXXXXXXXX XXXXXXX X. XXXXXXX, 0 Xxxx Xxxx, Xxxxxxxxx, Xxxxxxx, X000XX, Xxxxxxxx
WHEREAS:
Xxxxxxxxx XX Xxxxxxx (herein after known as "WHS") is to provide an advisory
service and a project service to Viragen (Scotland) Limited (herein after known
as "VSL") and its affiliates upon and subject to the terms set out below.
NOW IT IS HEREBY AGREED as follows:
1. APPOINTMENT
VSL hereby appoints WHS who here by agrees to act as the Consultant
upon and subject to the terms set out below.
2. CONSULTANT'S OBLIGATIONS
2.1 WHS will provide VSL and its subsidiaries advice on matters
relating to the research, development and manufacture and of
OMNIFERON (TM) and other products where there is no
pre-existing conflict of intereSt and to provide advice on the
projects contained in the schedule to this agreement.
2.2 WHS agrees to provide these services to VSL for a minimum of
day each month (or more as from time to time may be agreed).
WHS also agrees to provide advice at other times, as may be
required, and to respond to such requests within a reasonable
time.
2.3 WHS will provide the services to the standard of skill,
integrity and reliability which could reasonably be expected
from a consultant with skills and qualifications held by the
consultant.
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INFORMATION
WHS shall provide to VSL upon request written reports of his activities
on VSL's behalf. WHS shall also upon request be available for meetings
with VSL and its parent Viragen, Inc. (herein after known as "VRA").
3. CONFIDENTIALITY
3.1 WHS will operate under the Viragen Confidentiality Agreement
dated 24 June 1999 and attached to this document as an
Appendix 1.
4. FEES AND EXPENSES
4.1 As consideration for the provision of the advisory services
referred to in paragraphs 2.1, 2.2 and 2.3 above, VSL shall
pay to WHS a retainer fee of (pound)700.00 per day payable in
arrears within 28 days of the Date of WHS's invoice for such
amounts and any expenses referred to in Clause 4.4 below. Time
in excess of 1 day in any one calendar month will be charged
at a rate of (pound)700 per day.
4.2 Invoices will be rendered monthly at the end of each calendar
month.
4.3 VSL will also reimburse WHS such travelling, accommodation and
communication costs as may be reasonably be incurred in
connection with the provision of the services pursuant to this
Agreement subject to WHS submitting such supporting evidence
thereof as VSL may reasonably require. All air travel will be
made by Business Class or Premium Economy Class when
available. All rail travel will be made by First Class. Car
mileage rates will be charged in accordance with those
recommended by the Automobile Association (of Great Britain).
4.4 For all payments from outside the United Kingdom VSL shall pay
all bank charges for remittance in Pounds Sterling including
any charges payable by WHS.
5. DURATION AND TERMINATION
5.1 This Agreement shall be deemed to have commenced on 14
February 2001 notwithstanding the date hereof and shall
continue indefinitely thereafter, subject to either party's
right to terminate it upon one month's written notice.
5.2 Notwithstanding the provisions of Clause 5.1 above, VSL may at
any time by notice in writing immediately terminate this
Agreement if WHS shall:
5.2.1 be in breach of any of the terms of this Agreement
which, in the case of breach capable of remedy is not
remedied by WHS within 21 days of receipt by it of a
written notice from VSL specifying the breach and
requiring its remedy; or
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5.2.2 be incompetent, guilty of gross misconduct or any
negligence in respect of its obligations.
6. NO EMPLOYMENT OR AGENCY
Nothing contained in this Agreement shall be construed or have effect
as constituting any relationship of employment between VSL or VRA and
the Consultant. WHS shall not have any right or power whatsoever to
contract on behalf of VSL or VRA or otherwise bind VSL or VRA in any
way in relation to third parties unless specifically authorised to do
so by VSL or VRA.
7. INDEMNITY OF CONSULTANT
Viragen shall indemnify and hold harmless Consultant from and against
any and all claims, judgements, fines, penalties, liabilities, losses,
costs and expenses (including reasonable attorneys' fees and costs)
asserted against or incurred by Consultant as a result of acts or
omissions of Consultant taken or made in the course of performing his
duties for VSL or VRA, provided, however, that such indemnity shall not
apply to acts or omissions of Consultant which constitute misconduct,
gross negligence or which were intended by Consultant to personally
benefit Consultant directly or indirectly, at the expense of Viragen,
unless the matter which benefits Consultant was first fully disclosed
to the Board of Directors of VSL and/or VRAViragen and approved by said
Board.
8. NOTICES
Any notice required by this Agreement to be given by one party to the
other shall be in writing and shall be serviced by sending the same by
registered post or recorded delivery or leaving at the address of the
other party specified above or at such other substitute address that
party may notify, in writing from time to time.
9. ENTIRE AGREEMENT
This Agreement, including Appendix 1, sets out the active agreement and
understanding between WHS and VSL in relation to its subject matter and
supersedes any previous agreement, whether written or oral, between the
parties.
10. GOVERNING LAW
This Agreement shall be governed and construed in all respects with the
Laws of Scotland.
In witness whereof the parties have executed this Agreement the day and
year first above written.
Signed by /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
President - Viragen, Inc.
Director - Viragen (Scotland) Ltd.
For and on behalf of Viragen (Scotland) Limited
Signed by /s/ XX Xxxxxxx
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Xxxxxxxxx XX Xxxxxxx
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