Exhibit 10.3
AGREEMENT
This Agreement, made effective May 30, 1997 by and between Xxxxx Xxxxxxxx, an
individual ("Xxxxxxxx") 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
Xxxxxxxx for the following purposes:
(a) Provide introductions to potential business partners;
(b) Provide introductions and information and about
potential business partners.
(c) Assist in the marketing of Biomune products.
(d) Provide introductions to potential retailers of
Biomune's products.
1.2 Acceptance of Engagement by Xxxxxxxx. Xxxxxxxx hereby
accepts such engagement and shall render engagement services as described
above.
2. Term of Agreement. The term of Xxxxxxxx'x engagement under this
Agreement (the "Term") shall commence on February 11, 1997 (the "Commencement
Date") and shall continue through and expire on the 31st day of January,
1998, unless sooner terminated by either Biomune or Xxxxxxxx upon thirty (30)
days written notice. This Agreement may continue in effect beyond the Term if
mutually agreed in writing by both Biomune and Xxxxxxxx.
3. Compensation. As compensation for services to be rendered pursuant
to this Agreement, Biomune shall pay Xxxxxxxx 300,000 warrants and 200,000
shares of Biomune common stock that will be registered pursuant to an S-8
registration statement. The warrants will be exercisable at $.63 per share
for a period of two years from the date hereof.
4. Confidential Information. During the Term of Agreement and for a
period of five (5) years after the termination of this Agreement, Xxxxxxxx
shall keep secret and retain in strictest 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, methods of production and distribution, technical
processed, designs and design projects, inventions and research projects of
Biomune learned by Xxxxxxxx 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 mail, 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, XX 00000
with a copy to:
Xxxxx Xxxxxxx, Esquire
Durham, Evans, Xxxxx & Xxxxxxx
Suite 850 Key Bank Tower
00 Xxxxx Xxxx Xxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
(ii) if to Xxxxx Xxxxxxxx, to:
Xxxxx Xxxxxxxx
X.X. Xxx 000
Xxxxxxx, 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 agreements, including an agreement dated and approved on
February 11, 1997, and any other agreements 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 tot 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.
/s/ Xxxxx X. Xxxxxxx
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By: Xxxxx X. Xxxxxxx
Its: President
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx