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EXHIBIT 10.11
THIS AGREEMENT is made the 8th day of January 2001
BETWEEN
VIRAGEN (SCOTLAND) LIMITED, Pentlands Science Park, ▇▇▇▇ Loan, Penicuik,
Midlothian, EH26 0PZ, Scotland
AND
▇▇▇▇▇ ▇▇▇▇▇▇ ASSOCIATES, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇
WHEREAS:-
▇▇▇▇▇ ▇▇▇▇▇▇ Associates (herein after known as "PCA") is to provide an advisory
service and a project service to Viragen (Scotland) Limited (herein after known
as "VSL") and its affiliates upon and subject to the terms set out below.
NOW IT IS HEREBY AGREED as follows:-
1. APPOINTMENT
VSL hereby appoints PCA which here by agrees to provide the services of
▇▇▇▇▇ ▇▇▇▇▇▇ to act as the Consultant upon and subject to the terms set
out below.
2. CONSULTANT'S OBLIGATIONS
2.1 PCA will use the consultant to provide VSL and its subsidiaries advice
on matters relating to the development, manufacture and regulatory
approval of Omniferon and other products where there is no pre-existing
conflict of interest and to provide advice on the projects contained in
the schedule to this agreement.
2.2 PCA AGREES TO PROVIDE THESE SERVICES TO VSL FOR A MAXIMUM OF TWO DAYS
EACH WEEK FOR THE FIRST THREE MONTHS OF THIS CONTRACT (OR MORE AS FROM
TIME TO TIME MAY BE AGREED), AND FOR TWO DAYS EACH CALENDAR MONTH FOR
THE FINAL THREE MONTHS OF THIS CONTRACT (OR MORE AS FROM TIME TO TIME
MAY BE AGREED, UP TO A MAXIMUM OF TWO DAYS PER WEEK) SUBJECT TO
AGREEMENT BY ▇▇ ▇▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ OF THE DAYS TO BE WORKED IN
THE FINAL TWO MONTHS OF THIS CONTRACT. PCA ALSO AGREES THAT THE
CONSULTANT WILL PROVIDE ADVICE AT OTHER TIMES, AS MAY BE REQUIRED, AND
TO RESPOND TO SUCH REQUESTS WITHIN A REASONABLE TIME.
2.3 PCA will provide the services to the standard of skill, integrity and
reliability which could reasonably be expected from a Consultant with
skills and qualifications held by the Consultant.
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2.4 PCA will provide, to support the monthly fee invoice, a monthly time
sheet showing hours worked and on what projects, as per the standard
VSL consultant's contract.
2.5 PCA may, (subject to the written consent of VSL), provide an individual
other than ▇▇▇▇▇ ▇▇▇▇▇▇ to provide the services on its behalf in terms
of this Agreement.
INFORMATION
PCA shall provide to VSL upon request written reports of its activities
on VSL's behalf. PCA shall also upon request make the consultant
available for meetings with VSL.
3. CONFIDENTIALITY
3.1 PCA will operate under the Viragen Confidentiality Agreement dated 13
July 1999 and attached to this document as an Appendix 1.
4. FEES AND EXPENSES
4.1 As consideration for the provision of the advisory services referred to
in paragraphs 2.1, 2.2 and 2.3 above, VSL shall pay to PCA a retainer
fee of (pound)500.00 per day (plus VAT) payable in arrears within 28
days of the date of PCA's invoice for such amounts and any expenses
referred to in Clause 6.4 below. Time in excess of two days in any one
calendar month will be charged at a rate of (pound)500 per day.
4.2 Any invoice not paid within 28 days shall incur an additional charge,
calculated on a daily basis for each day after the expiry of the 28 day
period during which the fee remains outstanding at Bank Base Rate plus
2% together with a (pound)100 administration charge.
4.3 Invoices will be rendered monthly at the end of each calendar month.
4.4 VSL will also reimburse PCA such travelling, accommodation and
communication costs as may be reasonably be incurred in connection with
the provision of the services pursuant to this Agreement subject to PCA
submitting such supporting evidence thereof as VSL may reasonably
require. All air travel will be made by Economy Class. All rail travel
will be made by First Class. Car mileage rates will be charged in
accordance with those recommended by the Automobile Association (of
Great Britain).
4.5 For all payments from outside the United Kingdom VSL shall pay all bank
charges for remittance in Pounds Sterling including any charges payable
by PCA.
5. DURATION AND TERMINATION
5.1 This Agreement shall be deemed to have commenced on 01 February 2001
notwithstanding the date hereof and shall continue for six months
thereafter, subject to either party's right to terminate it upon one
month's written notice.
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5.2 Notwithstanding the provisions of Clause 6.1 above, VSL may at any time
by notice in writing immediately terminate this Agreement if PCA shall:
6.2.1 be in breach of any of the terms of this Agreement which, in
the case of breach capable of remedy is not remedied by PCA
within 21 days of receipt by it of a notice from VSL
specifying the breach and requiring its remedy; or
6.2.2 be incompetent, guilty of gross misconduct or any negligence
in respect of its obligations.
6. NO EMPLOYMENT OR AGENCY
Nothing contained in this Agreement shall be construed or have effect
as constituting any relationship of employment between VSL and the
Consultant. Neither PCA nor the Consultant shall have any right or
power whatsoever to contract on behalf of VSL or otherwise bind VSL in
any way in relation to third parties unless specifically authorised to
do so by VSL.
7. NOTICES
Any notice required by this Agreement to be given by one party to the
other shall be in writing and shall be serviced by sending the same by
registered post or recorded delivery or leaving at the address of the
other party specified above or at such other substitute address that
party may notify from time to time.
8. NON-COMPETE
During the period of this Agreement and for a period of 12 months after
its termination, VSL shall not approach either directly or indirectly
via any third party, any individual who has been directed by PCA to act
as the consultant in terms of this Agreement.
9. ENTIRE AGREEMENT
This Agreement sets out the active agreement and understanding between
PCA, VSL and the Consultant in relation to its subject matter and
supersedes any previous agreement, whether written or oral, between the
parties.
10. GOVERNING LAW
This Agreement shall be governed and construed in all respects with the
Laws of Scotland.
In witness whereof the parties have executed this Agreement the day and
year first above written.
Signed by /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
For and on behalf of Viragen (Scotland) Limited
Signed by /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
For and on behalf of ▇▇▇▇▇ ▇▇▇▇▇▇ Associates
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