EXHIBIT 10.6
DATED 6 APRIL 2005
---------------------------------------------------
BIOMED RESEARCH CONSULTING LTD
▇▇▇ PLACE HOUSE ▇▇▇ PLACE
PULBOROUGH WEST SUSSEX RH20 1DF
UNITED KINGDOM
AND
OXFORD THERAPEUTIC CONSULTING LTD
MAGDALEN CENTRE THE ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------------------
CONSULTANCY AGREEMENT
---------------------------------------------------
1
THIS AGREEMENT is made the 6th day of April 2005
BETWEEN:
(a) BioMed Research Consulting Ltd, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ("the Consultant")
(b) Oxford Therapeutics Consulting Ltd, Magdalen, The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("the Company")
NOW IT IS HEREBY AGREED as follows:
1. DEFINITIONS
In this Agreement (unless it is expressly otherwise provided or the
context otherwise requires):
1.1. the following words and expressions shall have the following meanings:
1.1.1 "Consultant" shall mean Dr E ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ on behalf of BioMed
Research Consulting Ltd retained by the Company to perform the
Services.
1.1.2 "Business" means any business of the Company
1.1.3 "Confidential Information" includes without limitation:
any and all information concerning the business plans,
finances, intellectual property, customers, suppliers,
associates, consultants or employees of the Company; and
any information which is of a confidential nature or is given
or received or discovered in circumstances in which the
Consultant knows or should reasonably have concluded that the
information will be regarded by the Company as confidential.
1.1.4 "Expenses" means the out-of-pocket expenses approved by the Company and
reasonably incurred by the Consultant wholly and exclusively in
connection with the Services.
1.1.5 "Fee" means the sum of (pound) 640.- plus VAT per 8 hour day or
such other rate as the Company and the Consultant shall agree in
writing from time to time.
1.1.6 "Intellectual property" means all forms of intellectual property
including, without limitation, patents, know-how, copyrights, designs,
trade marks.
1.1.7 "Parties" means the parties to this Agreement.
1.1.9 "Services" means the services reasonably required of the Consultant
from time to time by the Company.
1.2 References to Clauses are to those of this Agreement.
1.3 Reference to the singular number shall include the plural number and
vice versa and those denoting one gender only shall include the other.
2
1.4 Headings are inserted for convenience only and shall not affect the
construction or interpretation of this Agreement.
2. APPOINTMENT AND TERM
2.1 The Company engages the Consultant to provide consultancy services to
the Company and the Consultant agrees to provide the Services to the
Company upon the terms and conditions of this Agreement.
2.2 This Agreement shall commence on 6th April 2005 and expire on 5th April
2007 unless renewed by agreement between the Company and the
Consultant. It may be terminated earlier by either party giving to the
other not less than one calendar month's written notice of intention to
determine the Agreement such notice to expire at any time.
3. OBLIGATIONS OF THE CONSULTANT
3.1 The Consultant is retained on a "when needed" basis to provide the
Services and shall perform the Services at such times and such
locations as the Company and the Consultant shall agree from time to
time.
3.2 The Consultant shall at all times during the period of this Agreement
faithfully and diligently perform those duties and exercise such powers
consistent with them which are from time to time necessary in
connection with the provision of the Services;
3.3 The Consultant shall not be subject to control by the Company in the
performance of the Services.
3.4 Any work that the Consultant produces shall be to pre-agreed standards.
In the event that these standards are not met and the work requires
correction the Consultant will carry this out in her own time and at
her own expense.
3.5 Provided prior written agreement by the Company in each case, the
Consultant may at her own cost engage subcontractors, employees or
agents of her own to assist in providing the Services. The Company may
require that such subcontractors, employees or agents first enter into
covenants direct with the Company in terms similar to the relevant
terms of this Agreement.
3.6 The consultant shall be responsible for her own costs of office
facilities, computer equipment and software, technical literature,
motorcar maintenance and so on.
3.7 The Consultant shall keep detailed timesheets and records of all things
done in relation to the provision of the Services and at the Company's
request shall make them available for inspection and provide copies to
the Company.
3.8 If the Consultant shall be prevented by illness or injury from
performing the Services she shall report that fact forthwith to the
Company.
4. EXPENSES
4.1 The Consultant shall be reimbursed for all reasonable expenses properly
incurred by her wholly and exclusively in the provision of the
Consultancy Services. The Consultant shall provide the Company with
such receipts or other evidence of actual payment of the said expenses
as shall be requested by the Company.
3
5. PAYMENT OF CONSULTANCY FEE AND EXPENSES
5.1 The Consultant shall be paid by the Company monthly in arrears the Fee
and Expenses for the Services hereunder (inclusive of any value added
tax payable thereon) such sums to be paid by the Company within 30 days
of receipt of the Consultant's invoice.
5.2 Any delay in the payment of undisputed Consultant's invoices by the
Company will incur an interest charge of 2% (two per cent) per month
above the National Westminster Bank base rate prevailing on the date of
this Agreement on any amounts overdue.
5.3 The Consultant shall be responsible for making appropriate income tax
and national insurance contributions. In consideration of the Company
agreeing to engage the Consultant, the Consultant hereby indemnifies
the Company in respect of any claims that may be made by the relevant
authorities against the Company in respect of tax demands or national
insurance or similar contributions relating to the provision of the
Services hereunder.
6. NATURE OF THE AGREEMENT
6.1 Nothing in this Agreement is intended by the Parties to create any
contract of employment and it is hereby agreed that the Consultant is
an independent contractor.
6.2 The Consultant shall not be entitled to any pension, bonus or other
benefits from the Company.
7. CONFIDENTIALITY
7.1 The Consultant shall:
7.1.1 use the Confidential Information disclosed to her exclusively
to provide the Services.
7.1.2 keep all Confidential Information that she may acquire in any
manner confidential and not disclose it to any person.
7.1.3 keep confidential all reports written on behalf of the Company
unless the Company has given written permission to disclose
all or part of a report.
7.2 The foregoing restrictions on the Consultant shall not apply to any
Confidential Information that the Consultant can establish by
reasonable proof:
7.2.1 was already in her possession and at her disposal before its
disclosure to the Consultant by the Company.
7.2.2 was hereafter disclosed to her without any obligations of
confidence by a third party who insofar as is known by the
Consultant after due enquiry has not derived it directly or
indirectly from the Company.
7.2.3 is or becomes generally available to the public through no act
or default on the part of the Consultant or its agents.
7.2.4 was disclosed by the Consultant in accordance with the
requirements of the laws of any jurisdiction provided that
such disclosure was limited to the
4
extent of that requirement and was limited as far as possible
to that jurisdiction.
7.2.5 was disclosed with the knowledge and consent of the Company.
7.3 The confidentiality and non-use obligations under this Agreement shall
expire on the tenth anniversary of the date first written above.
7.4 Upon the termination of this Agreement (for whatever reason) the
Consultant shall upon request deliver to the Company any property of
the Company which may be in its possession or under its control
including all documents and any copies thereof except that the
Consultant shall be permitted to retain in its legal files one copy of
any documents relating to continuing obligations on or rights of the
Consultant
8. INTELLECTUAL PROPERTY RIGHTS
8.1 The Consultant undertakes that all copyright, design right, rights to
apply for patents, patents and other intellectual property in the
results shall belong to the Company. In consideration of the fees
payable under this Agreement, the Consultant agrees on demand to assign
forthwith to the Company all intellectual property in the results at
any time after their coming into existence. At the Company's request
and expense the Consultant will use all reasonable endeavours to enable
the Company at its discretion to make formal application anywhere in
the world to obtain and maintain intellectual property in the results.
9. TERMINATION FOR CAUSE
9.1 This Agreement may be terminated forthwith by the Consultant by notice
in writing to the Company without notice and without compensation if
the Company shall at any time have:
9.1.1 failed to make the payments properly due to the Consultant
under this Agreement; or
9.1.2 become insolvent or made any arrangements or composition with
its creditors.
9.2 This Agreement may be terminated forthwith by the Company by notice in
writing to the Consultant without notice and without compensation if
the Consultant shall at any time have:
9.2.1 committed any serious or (after warning) any persistent or
continuing breach of this Agreement; or
9.2.2 been guilty of any serious misconduct or gross neglect in the
performance of her duties hereunder; or
9.2.3 become insolvent or made any arrangement or composition with
her creditors; or
9.2.4 been convicted of any criminal offence other than an offence
which in the reasonable opinion of the Company does not affect
her position and standing in relation to the Business; or
5
9.2.5 been guilty of any act or conduct that causes or is likely to
cause serious damage or discredit to the Company or its
customers.
9.3 Termination of this Agreement shall not affect the provisions of Clause
7 and 8, which shall remain in full force and effect notwithstanding
termination howsoever termination shall have occurred.
10. LIABILITY OF THE CONSULTANT
10.1 Subject to Clause 2, in the event that the Consultant shall
substantially fail to perform the Services agreed between the Company
and the Consultant, the Consultant's liability shall be limited to the
amount of the Fees already paid to the Consultant by the Company in
respect of any uncompleted stages of the provision of the Services but
excluding any Expenses paid by the Company.
10.2 While the Consultant will make all reasonable efforts to comply with
any time schedule requested by the Company for the provision of the
Services, the Consultant cannot guarantee compliance with such time
schedule and shall have no liability for any failure to comply with
such time schedule.
10.3 The Consultant shall have no liability to the Company if they are
unable to provide the Services agreed between the Company and the
Consultant as a result of war, strike, lockout, industrial disputes,
riot, civil commotion, acts of Government, fire, blockade, accident,
natural catastrophe, disaster, default of suppliers or other
circumstances beyond the Consultant's control.
11. ENTIRE AGREEMENT AND SEPARABILITY
11.1 This Agreement represents the entire agreement and understanding
between the Parties relating to the provision of the services and the
terms of this Agreement may only be varied by a document in writing
signed by the Consultant and the Company.
11.2 The various provisions of this Agreement are separable and if any
provision is held to be invalid or unenforceable by any court of
competent jurisdiction then such invalidity or unenforceability shall
not affect the remaining provisions of this Agreement.
12. NOTICES
12.1 Any notice or other document to be given under this Agreement shall be
in writing and shall be deemed to have been duly given sent by:
12.1.1 first class post or express or air mail or other fast postal
service; or
12.1.2 registered or special delivery post; or
12.1.3 facsimile or other electronic media to a Party at the address
or relevant telecommunications number for such Party or such
other address as the Party may from time to time designate by
written notice to the other.
12.2 Notices to the Consultant shall be addressed to:
Dr E ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
BioMed Research Consulting Ltd,
6
▇▇▇ Place House, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
Fax ▇▇▇ (▇)▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
and notices to the Company shall be addressed to:
▇▇ ▇▇▇ ▇▇▇▇▇▇▇
Oxford Therapeutics Consulting Ltd
Magdalen Centre
The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Fax ▇▇▇ (▇)▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
12.3 All such notices shall be in the English language. Any notice or other
document shall be deemed to have been received by the addressee two
working days following the date of dispatch of the notice or other
document by post or, where the notice or other document is sent by hand
or is given by facsimile or other electronic media, simultaneously with
the delivery or transmission. To prove the giving of a notice or other
document it shall be sufficient to show that it was dispatched or
validly transmitted.
13. GENERAL
13.1 This Agreement shall be construed in accordance with and shall be
subject to English Law and the Parties hereby submit to the
non-exclusive jurisdiction of the English Courts.
13.2 This Agreement is personal to the Consultant and may not be assigned by
the Consultant. This Agreement does not give the Consultant any
authority to act as agent of the Company.
13.3 For the purpose of ensuring compliance with the Consultant's
obligations under this Agreement the Company shall have access to and
the right to inspect any work being carried out by the Consultant under
this Agreement.
SIGNED BY /s/ Dr E. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ DATE: 7 APRIL 2005
------------------------------
DR E ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
FOR AND ON BEHALF OF BIOMED RESEARCH CONSULTING LTD
SIGNED BY /s/ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ DATE: 6/4/2005
------------------------------
▇▇ ▇▇▇ ▇▇▇▇▇▇▇
FOR AND ON BEHALF OF OXFORD THERAPEUTIC CONSULTING LTD
7
