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CONSULTING AGREEMENT
THIS AGREEMENT is made effective this 30th day of June, 1999 (the
"Effective Date") by and between Xxxxxx X. Xxxx, M.D., of 0000 Xx Xxx Xxx,
Xxxxxxxxxx, XX 00000, (herein "Consultant") and Advanced Metabolic Technologies,
Inc., of Nevada, herein "The Company") who and which agree:
WITNESSETH THAT:
WHEREAS, The Company desires to obtain the consulting services of
Consultant as the chief medical officer and inventor of metabolic activation;
and,
WHEREAS, Consultant desires to be a consultant for The Company for a
specific period of time and under specific terms, as set forth in this
agreement;
WHEREAS, Consultant is the inventor and Licensor of technology commonly
referred to as hepatic activation, metabolic activation, or CIIIT, under
agreements with the Aoki Diabetes Research Institute ("ADRI") and AMSys, whereby
services of Consultant are donated to the ADRI, and the intellectual properties
of Consultant and ADRI are licensed to the Company;
NOW THEREFORE, IT IS AGREED:
1. Term of Agreement. This Agreement shall become effective upon the date
first above written (the "Effective Date"), and shall continue for a period of
Two (2) years. The agreement may be renewed by mutual consent for additional one
year terms with the consent of all parties hereto. Termination of this agreement
shall not affect all funds due or the payment thereof on time and as agreed,
which payment shall be paid in all events, as agreed herein, and without respect
to any performance or lack of performance under the terms hereof, including the
death, disability, or refusal to act as such.
2. Compensation. The Company shall pay Consultant a consulting fee equal
to ten thousand dollars per month for a minimum of twenty four months, with four
thousand dollars per month accrued each month and not paid until such time as
The Company shall have sufficient funds as determined by the company accountant
to enable the payment of such accrued salary without affecting the reserves of
the company to meet its obligations for a period of six months. The payment
hereof may be made in either funds or stock, and may be paid to Consultant, or
directly to the entity designated by Consultant, it being understood that under
prior agreement with Advanced Metabolic Systems, Inc., shares of stock or funds
will be paid to the ADRI until further notification by Consultant, at which time
funds for consulting will be paid directly to Consultant. If payment is made in
stock as opposed to funds, and such stock is restricted from public sale, the
valuation of such stock will be at a valuation of one-half the then current
average bid price for previous thirty day period.
Consulting Agreement, Page 1
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3. Consulting Services. Consultant shall provide such consultant services
for the development of intellectual properties, treatments, inventions and
extensions of treatments, to benefit The Company. Termination of these services
shall only be for good cause shown in the failure to provide consulting
services, and for good cause, no reduction of consulting payments shall be made.
4. Confidentiality. It is understood that some of the information provided
by the Parties hereto, or by the patients and customers of The Company or its
affiliates are confidential in nature. No information which is confidential in
nature shall be disclosed by either party to any other person or entity without
the prior written consent of the owning party. This provision does not preclude
the use of confidential information for the billing and reimbursement for
patents and clinical operations, and any and all intellectual properties shall
be and remain included in the prior license by Consultant to AMSys, which has
now been assigned to the Company with the expressed consent of Consultant.
5. Relationship of the Parties. Nothing contained in this agreement shall
authorize either party to act as the agent, partner or joint venturer of the
other. No party hereto has the power or right to bind any other party to any
agreement, to contract on behalf of any other party, or to make representations,
warranties or promises on behalf of the other party. It is expressly understood
that each party is responsible for their own employees, and shall make no claims
to the other for or in relation to work, vacation pay, sick leave, retirement
benefits, social security, workers compensation, disability, unemployment,
insurance benefits, employee benefits or any other claims of any kind.
7. Notices. Any notice or communication required or permitted to be given
by either party hereunder, shall be deemed sufficiently given, if mailed by
registered mail and addressed to the party to whom notice is given at their last
known address. Reasonable efforts shall be made to make certain that any notice
made under the terms of this agreement was actually received, such as by a
facsimile copy.
8. Entire Agreement. This Agreement represents the entire Agreement
between the parties in reference to the employment of Consultant for consulting
services, and this agreement may be altered or modified only by an instrument in
writing, signed by the party to be affected.
9. Further Documents and Filings. The parties agree that Consultant and
the Company shall execute such other and further documents as shall be
reasonably necessary to accomplish the purposes of this agreement.
10. General. This agreement shall be construed under the laws of
California, with all disputes being submitted to binding arbitration before an
agreed arbitrator, and if none can be agreed upon, by submission to the American
Arbitration Association, commercial disputes rules. The terms of this agreement
relating to confidentiality shall survive the termination of this agreement for
an additional 5 years after termination. Any waiver of one performance shall not
excuse additional failures to perform or act as a further or subsequent waiver
of any right. The parties agree that there exists conflicts of interests due to
the nature of the agreement, however the are no other authorized persons or
entities able to execute this agreement, and as such, the signatures hereon
contain persons who have such conflicts.
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Accordingly, all claims and defenses to this agreement based upon conflicts of
interest are waived.
This agreement may be executed in counterparts, and a facsimile copy shall
be considered an original agreement when properly executed by both parties
hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement effective the
Date first written above.
June 30, 1999
/s/ Xxxxxx X. Xxxx, M.D. Xxxxxx X. Xxxx, M.D.
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/s/ Xxxxxx X. Xxxx, M.D. Advanced Metabolic Technologies, Inc.
------------------------------ Xxxxxx X. Xxxx, M.D.
Consulting Agreement, Page 3
