ADVISORY BOARD AGREEMENT
This agreement is made as of [Date], by and between Ion Laser
Technology, Inc. (ILT) (also doing business as ILT Systems) and[Advisory
Board Member] (Advisor) with reference to the following facts:
ILT has developed dental laser products and Advisor desires to
participate as a member of the ILT Dental Advisory Board upon the terms
and conditions set forth below.
Now, therefore, in consideration of the mutual agreements
contained, the parties agree as follows:
1. Appointment as Advisor. ILT appoints Advisor and Advisor accepts
such appointment as an independent advisor in connection with the
ILT's development and marketing of laser and related products for
the dental market.
2. Term of Agreement. The term of this agreement shall be for a
period of two years from its execution date unless otherwise
terminated by either party.
3. Payment of Advisor. As sole compensation to advisor for services
rendered to ILT, ILT shall grant to Advisor stock options in ILT
as follows: Options for _______ shares shall be granted with the
execution of this agreement, and options for __________ shares at
each ________ month anniversary from the effective date of this
Agreement that the Advisor continues to perform services for ILT
for a total of _______ years. In order to be granted the option,
Advisor must still be serving in an Advisory capacity to ILT at
each anniversary date. Should the agreement be terminated by
either party prior to any anniversary date, no options shall be
awarded for that period. All prior options granted shall be owned
by Advisor and may be exercised at any time prior to expiration.
ILT shall also reimburse Advisor for any out-of-pocket expenses
incurred by Advisor at the request of ILT. Any such expenses
shall be approved by ILT in advance.
a. Option Price and Exercise Information. The options shall be
granted at $_______ per share and may be exercised at any
time prior to _______ years from the date of the grant by
notifying ILT in writing of the intent to exercise and
delivering to ILT the amount of the exercise price. Should
Advisor terminate his services prior to the ___-year term of
this agreement, earned options shall have an expiration date
of twelve months from the grant date or three months from
the date of termination whichever is less.
b. Loan of Equipment. ILT may allow Advisor the use of laser
equipment from time-to-time in order to receive evaluations
on products from Advisor. The time of use shall be
determined based on availability of equipment and the
evaluation(s) requested. Said equipment shall be the
property of ILT, but may be purchased by Advisor, if
available for purchase, at a price of __% of retail or as
otherwise negotiated. Advisor agrees to use the equipment
within the parameters of the indicated uses and according to
the equipment's operating instructions.
4. Use of Name, Likeness. ILT may use the Advisory Board and/or its
members in scientific programs or promotional materials prepared
by the company for its laser products during the term of this
agreement and to the extent that advertisements cannot be canceled
as of the termination of this agreement.
5. Confidentiality. This agreement shall be confidential between
Advisor and ILT and shall not be disclosed without the permission
of either party to the other. In addition, as a participating
member of the Advisory Council, Advisor will be given certain
information concerning products and technology currently in
development by ILT. Advisor concurrently with the execution of
this agreement, agrees to execute a Confidentiality Agreement with
ILT to allow the free flow of proprietary information to Advisor
from ILT.
6. Competitive Activities. Advisor will not during the term of this
Agreement and for a period of one year thereafter, directly or
indirectly engage or participate in or provide services to any
dental laser company competing with ILT.
7. Relationship of Parties. Advisor is an independent contractor and
is not an agent or employee of ILT and has no power or authority
to bind ILT by contract or otherwise. Advisor shall perform
services for ILT, but will determine at his/her sole discretion
the manner and means by which services are accomplished, subject
to the requirement that, at all times, Advisor shall comply with
applicable law.
8. Advisor will indemnify ILT and hold it harmless against all
claims, damages, losses, and expenses (including reasonable
attorney's fees) arising out of or resulting from any breach of
this Agreement or negligent act or omission or willful conduct by
Advisor in the performance of services.
9. Termination. Either party may terminate this agreement in the
event of breach by the other party. In addition, ILT may
terminate this agreement for any reason by written notice to
Advisor.
10. Limitation of Liability. IN NO EVENT SHALL ILT BE LIABLE FOR ANY
SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND
IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE COMPANY HAS BEEN
INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
11. Advisor may not assign his rights under this Agreement either in
whole or in part without the written consent of ILT. This
Agreement will be governed by and construed in accordance to the
laws of the state of Utah. If any provision of this agreement is
determined to be unenforceable, the remainder of this Agreement
shall remain in full force and effect. Any notices under this
Agreement shall be sent by certified or registered mail, return
receipt requested, to the address specified below. This document
along with the Confidentiality Agreement constitutes the entire
agreement between the parties and superseded all other
understandings with respect to the subject matter. Modification
or amendment to this Agreement or any provision thereof, shall be
effective only if in writing and signed by the parties.
IN WITNESS WHEREOF, the parties have signed this Advisory
Agreement as of the effective date.
COMPANY: Ion Laser Technology, Inc. ADVISOR:
By:________________________________ __________________________________
(Signature)
Title:___________________________ Fed Tax ID No.________________
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