EXHIBIT 10.20
PUBLIC HEALTH CONSULTING AGREEMENT
THIS AGREEMENT made this 29th day of July, 2005 by and between K McQueen,
MD, MPH, PLLC ("Consultant") and IR BioSciences Holdings, Inc., a Delaware
corporation ("Client").
WHEREAS, Client desires to obtain Consultant's services in connection with
Client's scientific studies, and Consultant is willing to render such services
as hereinafter more fully set forth.
NOW, THEREFORE, the parties hereby agree as follows:
1. Client hereby engages and retains Consultant and Consultant hereby
agrees to use its best efforts to render to Client the consulting services
hereinafter described for a period of three months (3) commencing as of the date
of the execution of this agreement.
2. Consultant's services hereunder shall consist of:
a. Comprehensive public health consulting and liaison with United
States military services to pursue collaborative research in the
following areas:
(i)Viral infections, infectious diseases, Avian Flu and AIDS
(ii)Upper respiratory illness.
(iii) Pilot studies for applications in our pipeline such as
the ONR tissue regeneration study
b. Assist in the development of joint research studies for each
of the above indications;
c. Advise and assist in developing strategic relationships with
other organizations and entities for developing treatments for
each of the above indications; and,
d. Advise in qualifying test protocols and results.
Client agrees that Consultant shall not be precluded during the term of
this Agreement from providing other consulting services or engaging in any other
business activities whether or not such consulting services or business
activities are pursued for gain, profit or other pecuniary advantage and whether
or not such consulting activities are in direct or indirect competition with the
business activities of Client.
3. The Consultant agrees that during the term of the engagement, the
Consultant will provide a minimum of eight (8) hours of services per month.
EXHIBIT 10.20
4. For the services provided the Consultant will receive a consulting fee
of $200 per hour. This hourly fee will consist of:
a. Cash fees in the amount of $200.00
Payments to the Consultant will be made by the Client on or before the
fifteenth day after invoicing.
5. Consultant shall be entitled to reimbursement by Client for such
reasonable out-of-pocket expenses for travel, accommodation and other related
expenses as Consultant may incur in performing services under this Agreement.
Client must pre-approve expenses greater than $500. Travel time will be billed
at $100.00 per hour to a maximum of 8 hours per day. Travel time that serves the
interest of multiple clients will be billed in a pro-rated manner.
6. All final decisions with respect to consultations or services rendered
by Consultant pursuant to this Agreement shall be those of Client, and there
shall be no liability on the part of the Consultant in respect thereof. This
Agreement contains the entire agreement of the parties hereto with respect to
the subject matter hereof, and there are no representations of warranties other
than as shall be here in or therein set forth. No waiver or modification hereof
shall be valid unless in writing. No waiver of any term, provision or condition
of this Agreement, in any one or more instance, shall constitute a waiver of any
other provision hereof, whether or not similar, nor shall such waiver constitute
a continuing waiver.
7. Either the Consultant or the Company may terminate this agreement with
at least two week's prior written notice anytime during this engagement.
8. This Agreement shall be governed, construed and enforced in accordance
with the laws of the State of Arizona.
9. This Agreement may be amended by mutual consent of both parties.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be signed
as of the day and year first above written.
IR BIOSCIENCES HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CEO
ACKNOWLEDGED AND ACCEPTED:
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇, MD
