99.1 CONSULTANT RESEARCH AND DEVELOPMENT AGREEMENT dated January 21, 2005 by and
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between the Registrant and Xx. Xxxxxx Xxx
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This Agreement is made on January 21, 2005 between Mediscience Technology Corp.
(MTC) 0000 Xxxxxxxxx xxx, Xxxxxx Xxxx XX, 00000 and Xx. Xxxxxx Xxx, M.D (JK).,
Cleveland Clinic Foundation Department of General Surgery Desk A80, 0000 Xxxxx
Xxx., Xxxxxxxxx, XX 00000.
Consultant (JK) has extensive experience in breast cancer diagnosis and
treatment with a specific interest in the : "exploration of breast milk ducts to
screen and diagnose for potential disease, including but not limited to breast
cancer and (MTC) seeks to benefit from the Consultant's expertise by retaining
the Consultant as an exclusive Technical/Medical Consultant. In (MTC) adaptation
of the Company's proprietary CD-Ratiometer and CD-Map to couple with a
micro-endoscope to enable native fluorescence measurements of breast ducts. The
Consultant wishes to perform consulting services for the MTC. Accordingly, MTC
and the Consultant agree as follows:
1. Services
a. The consultant shall provide advice and consulting services to the
Company with respect to matters related to:
(i) Allow MPD/CUNY to observe surgical procedures at the Cleveland Clinic
in the area of milk ducts interrogation and provided detailed annotation
following same surgical procedure.
(ii) Provide ongoing input with regard to design and packaging
(iii) Provide detailed historical narrative of ductile progression and
opinion as to what medically and technically could be possible in the future.
(iv) Provide use of an instrument of his choice for (MTC) use in Phase I of
the project. The Consultant shall be engaged by the MTC as a consultant for the
exchange of ideas only and under the terms of this Agreement, shall not direct
or conduct or participate in
fund raising of any kind for or on behalf of the Company. Any such activity
which may be conducted shall be carried out solely and only by (MTC) management
or designees
2. Compensation and Expenses: As the full and sole consideration for the
consulting services provided by the Consultant related to Phase 1 ONLY the
Company shall pay to the Consultant an hourly rate of $500 per hour upon
submitted invoice. Any amount to exceed $3000 per month will require
pre-authorization by the Company.The Company will reimburse Consultant for
reasonable out of pocket expenses. The Consultant will submit proposed expenses
for pre-approval to Company. Compensation and Expenses will be paid within 15
days of submitted invoicing.
3. Competition: The Consultant represents to the Company that the
Consultant does not have any agreement to provide consulting services to any
other party, firm, company or project in the area of breast milk duct
interrogation on matters relating the scope and/or particulars of this MTC
project consultancy, and will not enter into any such agreement during the term
of this Agreement.
4. Confidentiality
a. The parties may wish, from time to time, in connection with work contemplated
under this Agreement, to disclose confidential information to each other
("Confidential Information"). Each party will use reasonable efforts to prevent
the disclosure of any of the other party's Confidential Information to third
parties for a period of seven (7) years from receipt thereof. The recipient may
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acquire information that pertains to the discloser's processes, equipment,
programs, developments, or plans that is both (i) disclosed or made known by the
disclosure to the recipient and (ii) identified in writing as "proprietary" by
the disclosure. The recipient agrees not to disclose any Confidential
Information to third parties or to use any Confidential Information for any
purpose other than performance of the services contemplated by this Agreement,
without prior written consent of the Company.
b. Confidential Information subject to paragraph 4(b) does not include
information that
(i) is or later becomes available to the public through no breach of this
Agreement by the recipient;
(ii) is obtained by the recipient from a third party who had the legal
right to disclose the information to the recipient;
(iii) is already in the possession of the recipient on the date this
Agreement becomes effective;
(iv) is independently developed by recipient; or
(v) is required to be disclosed by law, government regulation, or court
order. In addition, Confidential Information subject to paragraph 4(b) does not
include information generated by the Consultant unless the information (i) is
generated as a direct result of the performance of consulting services under
this Agreement.
5. Return of Materials:The Consultant agrees to promptly return, following
the termination of this Agreement or upon earlier request by the Company, all
drawings, tracings, and written materials in the Consultant's possession and
(i) supplied by the Company in conjunction with the Consultant's
consulting services under this Agreement or
(ii) generated by the Consultant in the performance of consulting
services under this Agreement.
6. Intellectual Property
a. All present and future parties to this agreement specifically understand
and agree that title to any inventions and discoveries made by or contributed to
by Consultant, or other admitted future party resulting from the work performed
hereunder shall reside in (MTC).
b.Title to all inventions and discoveries made by (MTC) resulting from the
research performed hereunder shall reside in (MTC).
c.Title to all inventions and discoveries made jointly by Consultant or
other admitted future party and Company resulting from the research performed
hereunder shall reside in (MTC) and Company Inventorship shall be determined in
accordance with U.S. Patent law. 7.
7. Term and Termination
a.. This Agreement shall be for a term of 6 months, renewable upon
reasonable terms and conditions as may be agreed upon by the Company and the
Consultant.
b. Termination of the Agreement under paragraph 8(a) above shall not affect
(a) the Company's obligation to pay for services previously performed by the
Consultant and acknowledged by MTC
8. Miscellaneous
a. This Agreement shall inure to the benefit of and be binding upon the
respective heirs, executors, successors, representatives, and assigns of the
parties, as the case may be.
b. The relationship created by this Agreement shall be that of independent
contractor, and the Consultant shall have no authority to bind or act as agent
for the Company or its employees for any purpose.
c. The Company will not use the Consultant's name in any commercial
advertisement or similar material used to promote or sell products, unless the
Company obtains in advance the written consent of the Consultant
d. Warrant exercise determined in accordance with warrant terms and this
agreement paragraph 2 b. above.
e. This Agreement replaces all previous agreements and the discussions
relating to the subject matters hereof and constitutes the entire agreement
between the Company and the Consultant with respect to the subject matters of
this Agreement.
This Agreement may not be modified in any respect by any verbal statement,
representation, or agreement made by any employee, officer, or representative of
the Company, or by any written documents unless it is signed by an officer of
the Company and by the Consultant.
9. Descriptive Headings and Governing Law The descriptive headings of the
several paragraphs of this agreement are inserted for convenience only and do
not constitute a part of this agreement. This agreement contemplated and
discribed performance is intended to be performed in the State of New York and
shall be construed and enforced in accordance with, and the rights of the
parties it is agreed shall be governed by, the Law of such State, without regard
to principles of conflict of laws. (MTC) and (JK) hereby agree to submit any and
all disputes to binding arbitration in New York City with the American
Arbitration Association for full, final and binding resolution 10. Notices
(MTC) Xxxxx Xxxxxxxxx Esq. 0000 Xxxxxxxxx Xxx, Xxxxxx Xxxx XX 00000
(JK) Cleveland Clinic Foundation Department of General Surgery Desk A80, 0000
Xxxxx Xxx., Xxxxxxxxx, XX 00000.
IN WITNESS WHEREOF, the parties have executed this Agreement effective the date
first stated above.
By: Xxxxxx Xxx, M.D. (signed electronically 1/24/05)
By: Xxxxx Xxxxxxxxx Esq. Chairman CEO Mediscience Technology corp.
