EXHIBIT 10.4
AGREEMENT
This Agreement, made effective November 25, 1996, by and between Xxxx Kristcher
("Kristcher") and Biomune Systems, Inc., a Nevada Corporation ("Biomune");
NOW THEREFORE, the parties agree as follows:
1. Engagement, Duties and Acceptance
1.1 Engagement by Biomune. Biomune hereby agrees to retain Kristcher for
the following purposes:
(a) Provide introductions to potential business partners;
(b) Provide introductions and information to and about potential
business partners.
1.2 Acceptance of Engagement by Kristcher. Kristcher hereby accepts such
engagement and shall render management services as described above.
2. Term of Agreement. The term of Kristcher's engagement under this Agreement
(the "Term") shall commence on November 1, 1996 (the "Commencement Date")
and shall continue through and expire on the 30th day of March, 1997,
unless sooner terminated by either Biomune or Kristcher upon thirty (30)
days written notice. This Agreement may continue in effect beyond the Term
if mutually agreed in writing by both Biomune and Kristcher.
3. Compensation. As compensation for services to be rendered pursuant to this
Agreement, Biomune shall pay Kristcher 30,000 shares of Biomune common
stock that will be registered pursuant to an S-8 registration statement.
4. Confidential Information. During the Term of this Agreement and for a
period of five (5) years after the termination of this Agreement, Kristcher
shall keep secret and retain in strictist confidence and shall not use, for
the benefit of itself or others, all confidential matters of the Biomune
including, without limitation, "know-how", trade secrets, customer lists,
details of client or consultant contracts, pricing policies, operational
methods, marketing plans or strategies, product development techniques or
plans, methods of production and distribution, technical processes, designs
and design projects, inventions and research projects of Biomune learned by
Kristcher heretofore or during the Term hereof.
5. Other Provisions.
5.1 Any notice or other communication required or permitted hereunder
shall be in writing and shall be delivered personally, telegraphed,
telexed, sent by facsimile transmission or sent by certified,
registered or express mail, postage prepaid. Any such notice shall be
deemed given when so delivered personally, telegraphed, telexed or
sent by facsimile transmission or, if maile, five days after the date
of deposit in the United States mail, as follows:
(i) if to Biomune, to:
Biomune Systems, Inc.
0000 Xxxxx Xxxxxxxx
Xxxxx Xxxx Xxxx Xxxx, Xxxx 00000
with a copy to:
Xxxxx Xxxxxx, Esquire
LeBoeuf, Lamb, Xxxxxx & XxxXxx
1000 Xxxxxx Building
000 Xxxxx Xxxx Xxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
(ii) if to Kristcher, to:
000 Xxxx Xxxx.
Xxxx 0000
Xxxxxxxxx, Xxx Xxxx 00000
5.2 Entire Agreement. This Agreement contains the entire agreement between
the parties with respect to the subject matter hereof and supersedes
all prior agreement, written or oral, with respect thereto.
5.3 Governing Law; Venue. This Agreement shall be governed and construed
in accordance with the laws of the State of Utah applicable to
agreements made and to be performed entirely within such state. The
parties submit themselves to the jurisdiction of the federal and state
courts located in Utah and agree to commence any lawsuit arising under
or relating to this Agreement in such courts.
5.4 Assignment. This Agreement, and any rights and obligations hereunder,
may not be assigned by any party hereto without the prior written
consent of the other party.
5.5 Headings. The headings in this Agreement are for reference purposes
only and shall not in any way affect the meaning or interpretation of
this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date first above-written.
BIOMUNE SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxx
Its: Chief Financial Officer
KRISTCHER
/s/ Xxxx Kristcher
Xxxx Kristcher
