EXHIBIT 10.29
ADVISORY AGREEMENT
This Advisory Agreement dated as of August 7, 2003 between SCOLR, Inc., a
Delaware corporation (the "Company") and Xxxxx X. Xxxxxx ("Xxxxxx").
WHEREAS, Xxxxxx has served as President and Chief Executive Officer of the
Company,
WHEREAS, the Company and Xxxxxx have agreed that Xxxxxx will continue to
provide advisory services to the Company as an independent contractor,
WHEREAS, the Company and Xxxxxx desire to set forth their arrangements
with regard to services to be provided to the Company.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth
in this Agreement, the Company and Xxxxxx agree as follows:
1. Advisory Services. Xxxxxx shall be appointed as the chairman of a new CDT
Drug Delivery Task Force to be established by the Company to assist with the
development and commercialization of the Company's drug delivery technology. In
this capacity, Xxxxxx shall assist the Company's officers with respect to the
Company's licenses, strategic alliances, and development projects involving the
Company's CDT technology. During the term of this Agreement, Xxxxxx agrees to
devote as much time as is reasonably necessary to perform his duties hereunder
and shall use his best efforts, skills and abilities to promote the interests of
the Company and to diligently and competently perform the duties of his
position. The parties agree that Xxxxxx shall be permitted to pursue other
business opportunities during the Term of this Agreement provided that such
opportunities do not interfere with Xxxxxx'x ability to perform his obligations
hereunder. The Company agrees to provide Xxxxxx with reasonable advance notice
if the Company requests him to be available at specific times or locations.
2. Term. The term of this Agreement shall be for a period commencing on August
7, 2003 and terminating on February 6, 2004.
3. Compensation. Xxxxxx shall receive cash compensation of $20,000 per month for
his advisory services hereunder.
4. Reimbursement of Expenses. The Company shall reimburse Xxxxxx for customary
and reasonable business expenses incurred in furtherance of Xxxxxx'x duties
under this Agreement. Xxxxxx shall provide adequate written documentation as may
be required with respect to such expenses.
5. Confidentiality. Xxxxxx agrees that he shall not use for his own benefit or
disclose to any third-party confidential information acquired by reason of the
services provided under this Agreement. Xxxxxx'x obligations under this
paragraph shall survive the termination of this Agreement for a period of three
years.
6. Relationship Between Parties. It is understood and agreed that Xxxxxx'x
relationship to the Company shall be that of an independent contractor and the
parties disclaim any intention to create a partnership, joint venture or
employment relationship. Xxxxxx shall not be entitled to any benefits
(including, but not limited to, health insurance, vacation, sick time or
welfare, pension or profit sharing benefits) which are or may be available to
employees of the Company. The Company shall not withhold or pay any federal,
state or local income or payroll tax of any kind on behalf of Xxxxxx. Xxxxxx
acknowledges and agrees that he is solely responsible for the payment of any
income or other taxes related to this Agreement.
7. Miscellaneous Provisions.
a. This document is the entire, final and complete agreement and
understanding of the parties with respect to the subject matter
hereof, and supersedes and replaces all written and oral agreements
and understandings heretofore made or existing by and between the
parties. This Agreement may only be modified in writing executed by
both the parties. In the event that any provision hereof shall be
held to be invalid or unenforceable, the same shall not affect the
validity and enforceability of the remaining provisions of this
Agreement
b. Waiver. No waiver of any provision of this Agreement shall be
deemed, or constitute, a waiver of any other provisions, whether or
not similar, nor shall any waiver constitute a continuing waiver.
c. Counterparts. This Agreement may be executed by facsimile and in one
or more counterparts, each of which shall be deemed an original and
all of which shall constitute one and the same agreement.
d. Governing Law and Venue. This Agreement and the right of the parties
hereunder shall be governed, construed and enforced in accordance
with the laws of the State of Washington. Any suit or action arising
out of or in connection with this Agreement, or any breach hereof,
shall be brought and maintained in the federal or state courts of
Washington.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.
XXXXX X. XXXXXX SCOLR, INC.
/s/ XXXXX X. XXXXXX /s/ Xxxxxx X. Xxxx
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By: Xxxxxx X. Xxxx
Its: Director and Chairman of
Compensation Committee
Date: Date:
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