STEM CELL THERAPY INTERNATIONAL, INC.
SCTI BUSINESS ADVISORY BOARD AGREEMENT
THIS AGREEMENT is made this 5TH day of December, 2005, by and between STEM
CELL THERAPY INTERNATIONAL, INC.; a corporation duly incorporated under the laws
of Nevada, with its principal office located at 0000 Xxxxx Xxxx Xxx., 0xx Xxxxx,
Xxxxx, Xxxxxxx 00000 ("the Company''), and XXXX X. XXXXXXXX as a member of the
SCTI Business and Governmental Affairs Business Advisory Board, herein ("the
Business Advisor").
In consideration of the mutual agreements contained in this document, the
parties, intending to be legally bound, agree as follows:
1. INDEPENDENT CONTRACTOR.
The Business Advisor will be an independent contractor and not an Employee
of the Company.
The Business Advisor will not be entitled to receive any compensation,
commissions or benefits other than those expressly provided in this Agreement.
2. SCOPE OF DUTIES.
WHEREAS, The Business Advisor certifies that there are no outstanding
agreements or obligations that conflict with any of the provisions of this
Agreement, or that would preclude or in any way compromise the Business Advisor
in compliance with the provisions hereof.
WHEREAS, The Company has engaged the Business Advisor to act as a business
consultant and advisor in connection with the Company's business matters;
WHEREAS, The Business Advisor has experience in providing business consulting
and advisory services to corporations, governmental agencies, partnerships and
other business organizations;
NOW THEREFORE, in consideration of, and for the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties agree as follows:
(1) PURPOSE. The company hereby engages the Business Advisor on a
non-exclusive basis for the term specified in this Agreement to render business
consulting and advisory services upon the terms and conditions set forth herein.
(2) REPRESENTATIONS OF THE BUSINESS ADVISOR AND THE COMPANY. The
Business Advisor represents and warrants to the Company that it is free to enter
into this Agreement and the business consulting and advisory service to be
provided pursuant to this Agreement are not in conflict with any other
contractual or other obligation to which the Business Advisor is bound. The
Company acknowledges that the Business Advisor is in the business of providing
business consulting and advisory services to others and that nothing herein
contained shall be construed to limit or restrict the Business Advisor in
conducting such business with respect to others, or rendering such services to
others.
(3) DUTIES OF THE BUSINESS ADVISOR. During the term of this Agreement,
the Business Advisor will provide the Company with business consulting and
advisory services as specified below at the request of the Company from time to
time, provided that the Business Advisor shall not be required to undertake
duties not reasonably within the scope of the services in which the Business
Advisor is engaged generally. In performance of these duties, the Business
Advisor shall provide the Company with the benefits of its best judgment and
efforts. It is understood and acknowledged by the parties that the amount of
time spent rendering such business consulting and advisory services shall be
determined according to the Business Advisor's and the Company's mutually
convenient schedule.
The Business Advisor's business consulting and advisory services shall include
but are not limited to:
a) Corporate structuring; set up and administer the California
Office for SCTI.
b) Interface with Federal and State governmental agencies to provide access
to, and help produce to documentation to obtain research grants, secure funding
sources, participate in patent filings, obtain special permits and address any
licensing issues.
c) Provide business liaison with Xxxxxxx Institute and affiliated clinic and
Physicians in the US and Mexico; and
d) Provide general business planning, security, development and operations;
and
e) Assist with mergers and acquisitions, and other business combinations;
and
f) The Business Advisor will be responsible to do the following as well:
(4) The Business Advisor agrees to participate in conference calls and
meetings with the SCTI Corporate Officers and members of the Company's Medical
and Scientific Business Advisory Board when his/her schedule allows, to discuss
the latest technology in stem cell treatments and shall contribute with his/her
recommendations on future progress and corporate operations and direction.
(5) The Business Advisor will be required to interact with SCTI treating
Physicians, Medical and Scientific Advisory Board Members, Corporate Offers and
to develop strategic alliances with other corporations, governmental agencies,
research organizations, universities and individuals outside of the Company for
the advancement of our knowledge and expertise in the treatment of patients with
our various stem cell Products.
(6) The Business Advisor's roll will be to make sure that the Company will
maintain its competitive edge both globally and in the United States in the
field of stem cell treatments, research and the development of new technologies
and vertical markets.
(7) The Business Advisor will assist in the Development of policies and
Chair the SCTI Bio-Ethics Committee.
3. COMPENSATION.
The Company shall issue ten thousand (10,000) shares of Rule 144 common
stock of the Company to the Business Advisor as compensation for the initial one
year term of this agreement, as follows:
(a) Thirty days after the execution of this agreement, the Company
shall issue five thousand (5,000) shares of common stock under rule 144, and
(b) Six months after the execution of this agreement, the Company shall
issue the remaining five thousand (5,000) shares common stock under rule 144.
(c) Compensation for successive renewal years under the terms of this
Agreement shall be issued at thirty days and six months after renewal in two
increments of five thousand shares of rule 144 common stock.
4. TERM.
This Agreement will become effective on the date of execution and will continue
in full force and effect for a minimum period of one (1) year and thereafter
from year to year unless and until terminated by a party in accordance with this
Agreement.
5. TERMINATION.
During the minimum period of one (1) year, either party may immediately
terminate this Agreement for cause, upon written notice for any breach of
contract, if the other party does not cure a material breach of this Agreement
within thirty (30) days of receipt of written notice detailing such breach.
After the expiration of one (1) year from the date of execution of this
agreement, either party may terminate this Agreement without cause and for
convenience with fourteen (14) days prior written notice to the other party. At
any time, the parties may mutually agree in writing to terminate this Agreement.
6. CONFIDENTIALITY.
The Business Advisor shall not use or divulge or communicate to any
person (other than those whose province it is to know the same or as permitted
or contemplated by this Agreement or with the written approval of the other
party or as may be required by law):
(i) any Confidential Company Information; or
(ii) any of the terms of this Agreement
The Business Advisor shall prevent the unauthorized publication or
disclosure of any such information, materials or documents and ensure that any
person to whom the information, materials or documents are disclosed is aware
that the same is confidential and is covered by a similar duty to maintain
confidentiality.
The Business Advisor shall ensure that any employees, consultants, agents
or Business Advisors are aware of and comply with the confidentiality and
non-disclosure provisions contained in this Section and shall indemnify the
Company against any loss or damage which the Company may sustain or incur as a
result of any breach of the terms hereof by the Business Advisor, or any
employees, consultants, agents or Business Advisors.
CONFIDENTIAL INFORMATION.
The Business Advisor shall not directly or indirectly, communicate,
disclose or divulge to any person or entity, or use for their own benefit or the
benefit of any person or entity, any knowledge or information which the Business
Advisor may have acquired, no matter from whom or on what matter such knowledge
or information may have been acquired from the Company.
These provisions shall survive the expiration or termination of this Agreement.
7. COVENANT NOT TO COMPETE.
The Business Advisor, during the Term hereof, and for an additional period
of two years thereafter (the ``Non-competition Term''), may not:
(a) Engage or participate in or become employed by, or render Business
Advisory or other services to, any business entity that competes with the
Company in the Ukraine or the Dominican Republic.
If the foregoing provision is determined to be invalid by reason of the
length of any period or the size of the area set forth, such period of time,
such area or both will be considered to be reduced to a period of time or area
that will cure such invalidity.
(b) Directly or indirectly solicit or induce any person, corporation, or
other entity that is a customer of the Company at the time of the execution of
this agreement or that was a customer at any time within the one-year period
immediately preceding such termination to become a customer of any other person,
corporation, or other entity competing with the Company or its Parent. The
Business Advisor further agrees that he or she will not approach any such
person, corporation, or other entity for such purposes.
(c) Directly or indirectly solicit or induce any person who is an Employee
of the Company or its Parent to become employed by any person, firm or
corporation competing with the Company or its Parent, or approach any Employee
for such purpose.
(d) Disclose any proprietary or confidential information of the Company or
its Parent relating to (i) the customers, clients, employees and accounts of the
Company or its Parent, including but not limited to the identity of the
Company's or its Parent's customers if such identity is proprietary or
confidential; (ii) the Company's or its Parent's business methods, systems,
plans, policies, and personnel; or (iii) the technical data, trade secrets, or
know-how of the Company or its Parent, including, but not limited to, research,
product plans, products, services, markets, software, developments, inventions,
processes, formulas, technology, designs, drawings, engineering, hardware,
configuration information, marketing, finances or other business information
disclosed by the Company or its Parent, either directly or indirectly, whether
in writing, orally or by drawings or inspection of parts or equipment.
8. ARBITRATION OF DISPUTES.
(a) The Company and the Business Advisor agree that any dispute or
controversy arising out of or relating to any interpretation, construction,
performance or breach of this Agreement, will be settled by arbitration to be
held in Philadelphia County, Pennsylvania, in accordance with the rules then in
effect of the American Arbitration Association. The arbitrator may grant
injunctions or other relief in the dispute or controversy.
(b) The decision of the arbitrator will be final, conclusive and binding on
the parties to the arbitration. Judgment may be entered on the arbitrator's
decision in any court of competent jurisdiction. The Company and The Business
Advisor will each pay one-half of the cost and expenses of the arbitration and
each will separately pay its respective counsel fees and expenses.
The Business Advisor acknowledges that the services to be rendered by the
Business Advisor are of a special, unique and extraordinary character, and in
connection with such services, the Business Advisor will have access to
confidential information vital to the Company's and its Parent's business. By
reason of this, the Business Advisor agrees that if the Business Advisor
violates any of the provisions of this Agreement with respect to
non-competition, diversion of the Company's and its Parent's clients or
employees, or confidentiality, the Company and the Parent would sustain
irreparable harm, and therefore, in addition to any other remedies that the
Company and Parent may have under this Agreement, the Company and Parent will be
entitled to apply to any court of competent jurisdiction for equitable relief,
including specific performance and injunctions restraining the Business Advisor
from committing or continuing any such violation of this Agreement.
(b) The Business Advisor further agrees that no bond or other security will
be required in obtaining equitable relief and the Business Advisor hereby
consents to the issuance of an injunction and to the ordering of specific
performance.
(c) The Business Advisor further agrees that he will be required to sign an
INFORMATION & PRODUCT EVALUATION AND NON-DISCLOSURE AGREEMENT in order to accept
the position on the SCTI Business Advisory Board.
9. INDEMNITY
The Business Advisor shall and does hereby agree to defend, indemnify,
release, and save harmless the Company, or companies agents, representatives,
servants, employees, attorneys, and assigns from and against any and all suits,
actions, judgments, damages, costs, expenses, and attorneys fees incurred in
defense of any action or proceeding arising out of the performance of this
agreement
10. NOTICES.
Any notice, request, demand or other communication required or permitted to
be given under this Agreement will be sufficient if in writing and if delivered
personally, or sent by certified or registered mail as follows (or to such other
addressee or address as will be set forth in a notice given in the same manner):
If to the Business Advisor:
Xxxx X. Xxxxxxxx
____________________________________
and
____________________________________
If to the Company:
Xxxxxx X. Xxx
CEO/Chairman
Stem Cell Therapy International Inc.
0000 Xxxxx Xxxx Xxxxxx, 0xx Xxxxx, Xxxxx #000
Xxxxx, XX 00000
Any such notice will be deemed to be given on the date delivered or mailed
in the manner provided above.
11. WAIVER OF BREACH.
The waiver by the Company or by the Business Advisor of a breach of any
provision of this Agreement by the other party will not operate, or be
construed, as a waiver of any other breach of such other party.
12. ASSIGNMENT.
This Agreement will inure to the benefit of, and be binding upon, the
Company, its successors and assigns. This Agreement will be binding on the
Business Advisor, the Business Advisor's heirs, executors or administrators, and
legal representatives. However, this Agreement will not be assignable by the
Business Advisor nor may the obligations of the Business Advisor be delegated,
without express written consent of the Company.
13. ENTIRE AGREEMENT.
This Agreement represents the entire understanding of the parties and
supersedes all previous agreements, oral or written, between the parties and any
modification of the agreement must be in writing and executed by the parties.
This is a personal services contract and the Business Advisor may not assign any
rights or delegate any duties of the Business Advisor under this agreement.
14. APPLICABLE LAW.
The parties agree that this Agreement will be construed and enforced
pursuant to the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties have set their hands as of the day and year
first above written.
Stem Cell Therapy International, Inc. SCTI Business and
Governmental Affairs Business Advisor
By: BY: ____________________________
Xxxxxx X. Xxx, CEO/Chairman Xxxx J, Xxxxxxxx
