Consulting Agreement
AN AGREEMENT made the 1st day of June Two Thousand and Two BETWEEN
HIV-VAC, Inc,
a Company incorporated in the State of Nevada, United States of America,
(hereinafter called "the Company"), on the one part, and
Intracell Vaccines Limited
A Company Incorporated in The Isle of Man (hereinafter called "the Consultant"),
on the other part,
WHEREBY IT IS AGREED as follows:
1. THE Company shall employ the Consultant, and the Consultant shall serve the
Company as a Consultant, in the Company's business of research and development
of a HIV vaccine for combating AIDS and, subject to the provisions for
determination of this Agreement hereinafter contained, such consulting agreement
shall be for a period of one year commencing on 1st day of June 2002 and ending
on 31st day of May 2003.
2. As a Consultant of the Company, the Consultant shall:
(a) undertake such duties in relation to the Company and its business as
the Board of Directors of the Company (hereinafter referred to as "the Board")
shall from time to time assign to, or vest in it:
(b) in the discharge of such duties, and in the exercise of such powers,
observe and comply with all lawful resolutions, regulations and directions
issued by the Board from time to time.
(c) devote such time and attention to the development of the vaccine as
is necessary to discharge of his duties hereunder;
(d) conform to such time frames as may, from time to time, reasonably be
required of the of the Consultant:
(e) in pursuance of its duties hereunder, perform such services for
subsidiary companies of the Company as the Board may, from time to time,
reasonably require. Additional compensation for additional responsibility will
be agreed between the Consultant and the Company.
3. The Company acknowledges that the Consultant is involved in the research and
development of other vaccine products not associated with the Companies HIV
vaccine. It is agreed that the Consultant shall be entitled to continue with any
other vaccine research and development and all the benefits derived from such
other research and development shall be for the sole and exclusive benefit of
the Consultant and /or the executives of the Consultant
4. The company acknowledges that The Consultant is involved in other business
ventures and occupations and it is expressly agreed that The Consultant shall be
free to continue such business ventures, occupations and investments and shall
be free to be engaged or interested, either directly or indirectly in any
capacity, in any trade, business or occupation whatsoever, other than the
business of the Company and all benefits derived from such other ventures, trade
or occupation shall be for the benefit of the Consultant or its executives.
5. The Consultant or its executives shall not, except as authorised or required
by his duties, reveal to any person, persons or company any of the secret or
confidential operations, processes or dealings or any information concerning the
organization, business, finances, transactions or affairs of the Company or any
of its subsidiaries, which may come to his knowledge during his employment
hereunder, and shall keep with complete secrecy all confidential information
entrusted to it, and shall not use or attempt to use any such information in any
manner which may injure or cause loss, either directly or indirectly, to the
Company or its business or may be likely to do so. This restriction shall
continue to apply after the termination of this Agreement without limit in point
of time, but shall cease to apply to information or knowledge which may come
into the public domain.
6. The Consultant will be involved, for some of his time, in the actual
development and possible improvement of methods of the HIV vaccine. All
knowledge and intellectual property relating to such methods, developed or
acquired by the Consultant during the course of this agreement hereunder as they
relate to the HIV vaccine only, shall belong to Intracell Vaccines Limited under
a sub-licence agreement entered into between The Company and Intracell Vaccines
Limited and the Consultant and its executives shall freely make available to
Intracell Vaccines Limited all such knowledge and intellectual property and
shall freely sign all papers and do all other acts freely to assist the
Intracell Vaccines Limited to apply for any patents in respect of such knowledge
and intellectual property as it relates to the HIV/AIDS vaccine.( If Intracell
Vaccines decides to make such applications), and the patents (if granted) shall
be solely for the benefit of Intracell Vaccines Limited.
7. Subject as hereinafter provided, the Company shall pay to the Consultant
during the continuance of this agreement hereunder, a fee at the rate of Seventy
Thousand Dollars (US$70,000) per quarter payable quarterly in arrears for the
duration of this agreement.
8. The Consultant shall be re-imbersed all expenditure(other than executive
salaries) that it incurs in the execution and compliance of this agreement.
9. The executives to The Consultant shall be reimbursed all travelling,milage,
hotel and other out-of-pocket expenses reasonably incurred by them solely in the
discharge of their duties hereunder.
10. THIS Agreement may be terminated forthwith by the Company without prior
notice if the Consultant shall, at any time:
(a) commit any serious or persistent breach of any of the provisions herein
contained;
(b) be guilty of any grave misconduct or wilful neglect in the discharge of his
duties hereunder;
(c) become bankrupt or make any arrangement or composition with his creditors;
(d) be convicted of any criminal offence other than an offence which, in the
reasonable opinion of the Board, does not affect his position as executives of
the Company;
11. In the event that this Agreement shall be terminated in any of the
circumstances above, such termination shall be without prejudice to any claim
for damages to which the Company or Consultant may be entitled.
12 This Agreement may at the option of the Consultant, be terminated forthwith
by the Consultant without prior notice to the Company if;
(a) The Company fails to pay the renumeration described in paragraph 7.
(b) The Company declares or is filed into bankrupcy.
(c) The Company looses its sub-licence agreement with Intracell Vaccines
Limited for any reason whatsoever
(d) The Company fails to remedy any breach of this agreement within 7 days
written notice.
13. Since the Consultant is likely to obtain, in the course of this agreemant
with the Company, knowledge of confidential information of the Company, the
Consultant hereby agrees with the Company that, in addition to the restrictions
contained in clauses 5 and 6 of this Agreement, it will be bound to treat as
confidential, any information which the Company acquires from any third party
under an agreement, including restrictions known to it, and will not, without
the consent of the Company, at any time (whether during this agreement or after
the termination date) infringe such restrictions;
14. Since the Consultant also may obtain, in the course of this agreement, by
reason of services rendered for, or offices held in any subsidiary company of
the Company, knowledge of confidential information of such company, the
Consultant hereby agrees that it will, at the request and cost of the Company,
enter into a direct agreement or undertaking with such company, whereby it will
accept restrictions corresponding to the restrictions herein contained (or such
of them as may be appropriate in the circumstances) in relation to such matters
and such area and for such period, as such company may reasonably require for
the protection of its legitimate interests.
15. Notices may be given by either Party, by letter or by faxcimile addressed to
the other Party, at the registered offices of either party, and any such notice
given by letter shall be deemed to have been given at the time at which the
letter would be delivered in the ordinary course of post.
16. The expiration or determination of this Agreement, howsoever arising, shall
not affect such of the provisions hereof as are expressed to operate or have
effect thereafter, and shall be without prejudice to any right of action already
accrued to either Party in respect of any breach of this Agreement by the other
Party.
17. If, before the termination of this Agreement, the employment of the
Consultant hereunder shall be determined by reason of the liquidation of the
Company, for the purpose of reconstruction or amalgamation, and it shall be
offered employment with any concern or undertaking resulting from such
reconstruction or amalgamation, on terms and conditions not less favourable than
the terms of this Agreement, then the Consultant shall have no claim against the
Company in respect of the determination of its agreemant thereunder.
18. Every dispute or difference arising between the Parties hereto, with regard
to this Agreement or the duties, powers or liabilities of either Party
hereunder, or with regard to the construction of any clause hereof or any act or
thing to be done in pursuance thereof or arising out of anything herein
contained, whether during the continuance of this Agreement or upon or after its
termination by act of either Party hereto or otherwise, shall be referred to a
court located in the country of the normal place of residence of the Consultant.
In witness hereof, the Parties hereto agree to be bound by the above terms and
conditions
Executed this 1st Day of June, 2002.
/s/ Xxxxx X Xxxxxx /s/ Dr GRB Xxxxxxx
---------------------- --------------------------
The Company The Consultant
HIV-VAC, Inc Intracell Vaccines Limited
President Director
