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Exhibit 10.14
Scientific Consulting Agreement
This Agreement is made this January 1st, 2000 by and between ▇▇▇▇▇▇▇ ▇▇▇▇▇
Santilil acting for himself and as President of The Institute for Basic
Research ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇▇▇") and
▇▇▇▇▇ Technology Licensing, Inc.) ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇ ("TTL" or the "Company")
WHEREAS ▇▇▇▇▇ Technology Licensing Incorporated, a Florida corporation is
engaged in the business of developing market-ready application(s) of processes
and technologies derived from patents or similarly protected intellectual
properties, and;
WHEREAS, ▇▇. ▇▇▇▇▇▇▇▇ has served as the Company's Scientific Advisor for the
prior two years and has separately entered agreements relating to ▇▇▇▇▇▇▇▇'▇
MagneGas and that family of technologies. Further, Dr. Santilil, is a U.S.
Citizen with permanent residence in Pinellas County, Florida, is among other
associations, the current Professor of Theoretical Physics and President, The
Institute for Basic Research, a Florida non-profit organization.
WHEREAS ▇▇▇▇▇ Technology now desires to enter a renew its agreement to continue
the services of ▇▇. ▇▇▇▇▇▇▇▇ as the Company's Scientific Advisor and ▇▇.
▇▇▇▇▇▇▇▇ desires to agree to extend his continued services as the Company's
Scientific Advisor.
THEREFORE, ▇▇▇▇▇ Technology agrees to retain ▇▇. ▇▇▇▇▇▇▇▇ as Scientific Advisor
and ▇▇. ▇▇▇▇▇▇▇▇ agrees to be engaged as the Company's Scientific Advisor
according to the terms and conditions and for such compensation as set forth
herein.
The parties hereby agree as follows:
1. Position. The Company engages ▇▇. ▇▇▇▇▇▇▇▇ as TTL's Scientific Advisor.
During the term of this Agreement, ▇▇. ▇▇▇▇▇▇▇▇ shall devote his 50% of
his time and attention to the business of ▇▇▇▇▇ Technology as it relates
to the relative matters on a regular, "best efforts," and professional
basis and at all times such efforts shall be under the direction of the
Board of Directors and ▇▇. ▇▇▇▇▇▇▇▇ shall be immediately responsible to
the Company's President.
2. Duties. The development stage nature of ▇▇▇▇▇▇▇▇'▇ collective MagneGas(TM)
technology precludes an ability to foresee all the areas to which ▇▇.
▇▇▇▇▇▇▇▇'▇ expertise will prove essential as it relates thereto.
Therefore, at a minimum, ▇▇. ▇▇▇▇▇▇▇▇ shall make his expertise available:
a. In the following areas:
(i) Test Support
(a) Theoretician responsible for collaboration in
coordinatlon of all testing and research
(b) Test results documentation to include test data and
methods, mathematical formulas and assumption and
formal letters from test originators.
(c) Problem solution support;
(d) Computer support as required.
(ii) Sale and Marketing Support
(a) Identification of applications
(b) identification of first markets
(iii) Financial Support
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(a) Work within budgets and schedules.
3. Noncompetition: During the term of this-Agreement, ▇▇ ▇▇▇▇▇▇▇▇ shall not
directly or indirectly, engage in any business, commercial or professional
activity which the Company deems to interfere with the business of ▇▇▇▇▇
Technology, or with the performance of duties by ▇▇. ▇▇▇▇▇▇▇▇ hereunder.
▇▇. ▇▇▇▇▇▇▇▇ further agrees not to provide any services for any other
entity on a formal or informal basis which may compete, directly or
indirectiy, with any of the services ▇▇▇▇▇ Technology currently provides
or may provide during the term of this Agreement or which may result,
directly or indirectly, in the diversion of customers from ▇▇▇▇▇
Technology. The Company agrees that ▇▇. ▇▇▇▇▇▇▇▇ may continue to provide
consulting or other services to his clients or associates existing on the
date of this Agreement provided that such services do not, in the opinion
of the Company, substantially interfere with ▇▇. ▇▇▇▇▇▇▇▇'▇ performance of
his duties as set forth in this Agreement. Accordingly, as a condition of
engagement by TTL, ▇▇. ▇▇▇▇▇▇▇▇ agrees that, in the event that his
consultant agreement terminates for any reason, for a one year period he
will not, directly or indirectly, either for himself or through any kind
of ownership as a director, agent, employee or consultant, for any other
person, firm or corporation, call on, solicit, take away, or cause the
loss of clients of the Company on whom he called or with whom he became
acquainted during his Period of Engagement. It is expressly agreed and
understood that the remedy at law for breach of covenant is inadequate and
that injunctive relief shall be available to prevent the breach thereof.
4. Nondisclosure of Confidential Information: ▇▇. ▇▇▇▇▇▇▇▇ agrees that he
will not, at any time during or after the termination of this consultant
Agreement, use for his own benefits, either directly or indirectly, or
disclose or communicate in any manner to any indIvidual, corporation, or
other entity, other than ▇▇▇▇▇ Technology, any confidential information
acqulred by him during his Period of Engagement, regarding any actual or
intended business activity, product, service, plan or strategy of T oups
Technology. As used in this Agreement, confidential information shall
include all information disclosed to or known by Dr. Santlilli as a
consequence of or developed through or during his Period of Engagement by
▇▇▇▇▇ Technology including all knowledge, information and materials
regarding the Company's products, services, processes, know-how,
customers, suppliers, product and/or service development, business plans,
and research, as well as confidential information about financial,
marketing, pricing, cost, compensation or any other proprietary matters
relating to ▇▇▇▇▇ Technology whether or not subject to other protection
(except that such knowledge known to ▇▇. ▇▇▇▇▇▇▇▇ prior to ▇▇. ▇▇▇▇▇▇▇▇'▇
Period of Engagement by ▇▇▇▇▇ Technology that is publicly disclosed wIth
the Company's permission. Any breach of this paragraph shall constitute
grounds for immediate termInation for cause and such other relief as may
be afforded by applicable law.
5. Period of Engagement: The Company engages ▇▇. ▇▇▇▇▇▇▇▇ as a consultant and
▇▇. ▇▇▇▇▇▇▇▇ accepts engagement as a consultant for the period beginning
on January 1, 2000 ending December 31, 2000. Thereafter, this Agreement
can be renewed upon the mutual consent of both parties for successive
twelve-month periods.
6. Compensation:
a. Sa1ary As compensation for the services rendered by ▇▇. ▇▇▇▇▇▇▇▇
under this Agreement during the Period of Engagement shall be
$6,000.00 (six thousand dollars) per month payable in two parts
($3,000 per payment) twice each month.
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b. Stock Purchase Options. As a part of this Agreement. The Institute
for Basic Research or its designee may acquire up to 100,000 of the
Company's $.001 par value Common Stock at the option price of $1.00
per share. This Option shall remain available to The Institute for
Basic Research at anytime beginning upon January 1, 2000 and ending
three years later on December 31, 2002.
7. Benefits:
a. Vacation: ▇▇. ▇▇▇▇▇▇▇▇ shall receive three weeks paid vacation
during his Period of Engagement
b. Purchase of Computer. At a point in time prior to February 28, 2000,
the Company shall provide ▇▇. ▇▇▇▇▇▇▇▇ a new Macintosh Laptop
Computer.
8. Termination of Agreement: The Board of Directors may terminate ▇▇.
▇▇▇▇▇▇▇▇'▇ consultant agreement at any time, with or without cause.
a. Termination Without Cause by the Company: If ▇▇. ▇▇▇▇▇▇▇▇'▇
consultant agreement is terminated without cause by the Company
prior to the expiration of this Agreement, ▇▇. ▇▇▇▇▇▇▇▇ shall be
paid a lump sum severance payment in lieu of any other compensation
or benefits otherwise payable thereafter under this Agreement. Such
payment shall be computed at the rate of $1,500 per month for any
monthly period remaining under this Agreement.
b. Termination Without Cause by ▇▇. ▇▇▇▇▇▇▇▇: If ▇▇. ▇▇▇▇▇▇▇▇
terminates this Consultant Agreement without cause, ▇▇. ▇▇▇▇▇▇▇▇
shall forfeit all compensation which would otherwise become due
under this Agreement.
c. Termination WIth Cause by the Company; If, in the opinion of ▇▇▇▇▇
Technology or its designated agent ▇▇. ▇▇▇▇▇▇▇▇ willfully breaches
or habitually neglects the duties which he is required to perform
under the terms of this Agreement, the Company may immediately
terminate ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇▇ shall forfeit all
compensation which would otherwise become due under this Agreement.
9. Notices. Notices under thIs Agreement shall be considered delivered within
five business days after deposit in the U. S. Mail, return receipt
included.
10. Amendments. Neither this Agreement nor any provisions hereof shall be
waived, modified, discharged, or terminated except by an instrument in
writing signed by both parties.
11. Entire Agreement. This Agreement contains the entire agreement of the
parties with respect to the subject matter hereof, and there are no
representations, warranties, coven ants or other agreements except as
stated or referred toh erein.
12. Severability. Each provision of this Agreement is intended to be severable
from every other provision and the validity or legality of the remainder
hereof shall remain valid and binding and this Agreement is not
transferable or assignable by either party.
13. Governing Law. This Agreement and all rights hereunder shall be governed
by and interpreted in accordance with the laws of the State of Florida.
14. Benefit of Agreement. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective legal
representatives, administrators executors successors, subsidiaries and
affiliates.
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Executed this January 1st, 2000
Acceptance by Ruggero ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/ [ILLEGIBLE]
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▇▇. ▇▇▇▇▇▇▇▇
Acceptance by the Company
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇
President and Chief Executive Officer
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