Repros Therapeutics Inc. Consulting Agreement
Repros
Therapeutics Inc., a Delaware corporation (the “Company”), and the
undersigned consultant whose name and address appear below (“Consultant”) hereby
agree as follows:
1. Consulting
Services. Consultant is hereby engaged by the Company as an
independent contractor, and not as an employee, to carry out the project(s)
specified in the Description of Work attached hereto as Exhibit A, on the terms
and conditions set forth in such Description of Work.
2. Term. This Agreement
shall commence on the Start Date specified on the Description of Work attached
hereto as Exhibit A and continue until the Completion Date specified therein,
unless earlier terminated by the Company or Consultant. This
Agreement may be terminated by Consultant or Company, with or without “cause”
(as defined below), by giving 15 days’ advance written notice thereof to the
other party hereto. In addition, this Agreement may be terminated by
the Company immediately for “cause.” For purposes of this Agreement,
“cause” shall be deemed to exist for termination of this Agreement by the
Company in the event (i) Consultant is not performing in compliance with the
Description of Work, (ii) Consultant has engaged in personal conduct which (in
the good faith determination of the Company) would materially injure the
goodwill or reputation of the Company or otherwise materially adversely affect
the interests of the Company or (iii) of any breach by Consultant of the
obligations contained in this Agreement or any other agreement between the
Company and Consultant.
In the
event of any termination of this Agreement prior to completion of the term of
this Agreement pursuant to the foregoing provisions (whether with or without
“cause”), the Company’s sole liability thereupon will be to pay Consultant any
unpaid balance due for work performed up to and including the date of
termination, if applicable.
3. Independent
Contractor. It is agreed that Consultant’s services are made
available to the Company on the basis that Consultant will retain Consultant’s
individual professional status and that Consultant’s relationship with the
Company is that of an independent consultant and not that of an
employee. Consultant will not be eligible for any employee benefits,
nor will the Company make deductions from its fees to Consultant for taxes,
insurance, bonds or any other subscription of any kind. Consultant
will use Consultant’s own discretion in performing the tasks assigned, within
the scope of work specified by the Company. Consultant agrees to
indemnify and hold the Company harmless from and against any claim made by any
third party against the Company based in whole or in part upon any action by
Consultant or any of Consultant’s employees, associates, consultants, agents,
representatives, assignees or successors in interest (collectively,
“Consultant’s Associates”), which occurs pursuant to or in connection with this
Agreement or the relationship or relationships contemplated by this
Agreement.
4. Confidential
Information. Consultant agrees that Consultant, and all of
Consultant’s Associates, shall keep in strictest confidence all information
relating to the products, programs, algorithms, designs, trade secrets, secret
processes, customers and markets of the Company and all other confidential
knowledge, data and information related to the business or affairs of the
Company (collectively, “Confidential Information”) that may be acquired pursuant
to or in connection with this Agreement or the relationship or relationships
contemplated by this Agreement. During and after the term of this
Agreement, neither Consultant nor any of Consultant’s Associates will, without
the prior written consent of an officer of the Company, publish, communicate,
disclose or use for any purpose any of such Confidential
Information. Upon termination of this Agreement, Consultant will
return to the Company all records, data, notes, reports, printouts, sketches,
material, equipment and other documents or property, and all reproductions of
any of the foregoing, furnished by the Company or developed or prepared pursuant
to the relationship hereunder.
Notwithstanding
the foregoing, it is agreed that Confidential Information shall not include any
(i) information which is or becomes through no fault of Consultant or any of
Consultant’s Associates generally known to the public, and (ii) Consultant’s and
Consultant’s Associates’ skill, knowledge, know-how and experience.
5. Assignment of Intellectual
Property. Consultant agrees to transfer and assign and hereby
does transfer and assign to the Company the entire right, title and interest for
the entire world in and to all data, software, designs, models, algorithms,
writings, drawings, notebooks, documents, photographs, inventions and
discoveries (collectively, “Inventions”) made or conceived or reduced to
practice by Consultant or any of Consultant’s Associates, (i) in the course of
accomplishing the work described on the Description of Work attached as Exhibit
A hereto, (ii) in the course of accomplishing other work performed pursuant to
the relationship established by this Agreement, or (iii) with the use of
materials or facilities of the Company.
Consultant
agrees that Consultant and each of Consultant’s Associates will sign, execute
and acknowledge, or cause to be signed, executed and acknowledged, at the
expense of the Company, any and all documents, and will perform any and all
acts, as may be necessary, useful or convenient for the purpose of securing to
the Company or its nominee patent, trademark or copyright protection throughout
the world upon all such Inventions. At the request of the Company,
Consultant will have each of Consultant’s Associates with access to Confidential
Information of the Company or who performs work pursuant to this Agreement to
sign an agreement in form substantially identical to this
Agreement.
6. License
Rights. In the event that Consultant recommends to the Company
that the Company make use of devices and/or processes covered by patents and/or
patent applications which Consultant may own or control, Consultant will then so
inform the Company, and in the event that the Company shall follow Consultant’s
recommendation and Consultant has the right to grant a license under such
patents and/or patent applications, then Consultant will grant to the Company a
license on reasonable terms which are no less favorable than those granted by
Consultant to any other licensee.
7. Representations and
Warranties.
(a) Representations of
Consultant. Consultant represents and warrants to the Company
that (i) this Agreement is a valid and binding obligation of Consultant,
enforceable against Consultant in accordance with its terms, and (ii) his
execution and delivery of, and performance of his services and other obligations
under, this Agreement will not result in the breach or violation of applicable
law or any agreement to which he is a party.
(b) Representations of the
Company. The Company represents and warrants to Consultant
that (i) this Agreement has been duly and validly authorized by the Company and
is a valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, and (ii) its execution and delivery of,
and performance of its obligations under, this Agreement will not result in the
breach or violation of applicable law or any agreement to which it is a
party.
8. Miscellaneous.
(a) Effective
Date. This Agreement shall be effective as of the effective
date specified below, and it is expressly agreed to by Consultant and the
Company that all the provisions hereof shall apply as if this Agreement had been
entered into on such date.
(b) Survival of
Terms. The provisions of paragraphs 4, 5 and 6 hereof shall
survive termination of this Agreement.
(c) Successors and
Assigns. This Agreement may not be assigned by Consultant
without the written consent of the Company. This Agreement shall be
binding on all of Consultant’s Associates, all of Consultant’s heirs, executors,
administrators and legal representatives, and all of Consultant’s successors in
interest and assigns, and shall be for the benefit of the Company, its
successors and its assigns.
(d) Governing
Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Texas as they apply to
contracts entered into and wholly to be performed in Texas.
(e) Severability. If
one or more of the provisions in this Agreement are deemed void by law, then the
remaining provisions will continue in full force and effect.
(f) Amendment. Neither
this Agreement nor the Description of Work may be amended except by a written
agreement modifying the appropriate document duly executed by Consultant and an
officer of the Company.
(g) Entire
Agreement. This Agreement, together with the Description of
Work attached hereto and any other confidentiality agreement previously or
subsequently entered into by the Company and Consultant, constitutes the sole
and complete agreement of the parties with respect to the matters included
herein, and supersedes any previous oral or written agreement, if any, relating
to the subject matters included herein.
(h) No
Conflict. Consultant represents and warrants that this
Agreement does not conflict with any other agreement or term of employment
applicable to or binding upon the Consultant as of the date hereof and that
Consultant will promptly notify the Company in the event that any such conflict
does arise during the term hereof.
(i) Construction. Each
party to this Agreement has had the opportunity to review this Agreement with
legal counsel. This Agreement shall not be construed or interpreted
against any party on the basis that such party drafted or authored a particular
provision, parts of or the entirety of this Agreement.
This
Agreement is executed on the date set forth below, and shall be effective as of
the date specified.
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CONSULTANT:
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COMPANY:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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(Signature)
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(Signature)
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Name: ▇▇▇▇▇
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Name: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
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Chief
Executive Officer
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Date:
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10/30/2009
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Date:
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10/30/2009
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EXHIBIT
A
Description
of Work
(Consulting
Agreement Dated October 1, 2009)
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1.
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DETAILED DESCRIPTION
OF WORK: To perform all functions as Chief Accounting
Officer including but not limited to assisting on the preparation of
quarterly and annual financial statements for reporting purposes, and
signing as Chief Accounting Officer on behalf of
Repros. Consultant shall report to the Chief Executive Officer
of the Company and perform such other tasks as are requested of her by the
CEO from time to time that are consistent with such
position. Such efforts shall be on a part time basis, but no
less than 24 hours per week. It is understood that consultant
may maintain other clients as part of her consulting business and this
does not present a conflict of interest related to the duties to be
performed for Repros Therapeutics Inc. as the consultant is governed under
the Rules of Professional Conduct administered by the Texas State Board of
Public Accountancy.
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2.
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START
DATE: October 1, 2009, provided for sake of clarity that
Consultant’s appointment as Chief Accounting Officer shall become
effective upon the filing of the Form 10Q for the Third Quarter of
2009.
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COMPLETION
DATE: Either party may
terminate the Agreement on written notice to the other
party.
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3.
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PERSON (S) WHO ARE TO
PERFORM THE WORK: ▇▇▇▇▇
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4.
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AUTHORIZED
REPRESENTATIVE OF THE COMPANY: ▇▇▇▇▇▇
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PAYMENT: $10,500
per month billed semimonthly