EXHIBIT 10.18
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is made by and between Aclara BioSciences, Inc., a Delaware corporation (the "Company") and Dr. Eric Lander (the "Consultant") as of January 15, 2000.
1. Services. During the term of this Agreement, the Consultant will assist the Company in developing business and technical strategies for broadly applying microfluidics technology to applications in chemical and biological analysis. Company is aware of Consultant's primary employment with the Whitehead MIT Center for Genome Research and this Agreement shall be subject to the duties, obligations and restrictions resulting from Consultant's primary employment.
2. Term. The services provided by the Consultant to the Company shall be for the period January 15, 2000 until January 14, 2003 or until this Agreement is terminated by either party in accordance with the provisions of Paragraph 7 hereof. The term shall be renewable upon mutual written agreement.
The confidentiality commitments of the Consultant shall survive any termination of this agreement and shall continue for a period of five (5) years following the termination of this agreement.
3. Payment.
Concurrently with execution of this CONSULTING AGREEMENT, Consultant is granted an option to purchase Company shares in accordance with the Company Option Plan as consideration for this CONSULTING AGREEMENT. The option shall provide for the number of shares, the vesting preriod, the price, and the conditions for exercising the option.
The Company will reimburse the Consultant for reasonable travel expenses, including fares, food and housing costs, incurred in connection with the performance of consulting services under this Agreement requested by Company. The Consultant will make every attempt to purchase coach class airfares when traveling on behalf of the Company. Company shall promptly reimburse consultant upon receiving invoices for such costs supported by documentation in support of such invoices.
The Consultant shall provide the Company with his/her full name, address, and social security number.
4. Confidentiality.
A. The Consultant recognizes that in providing services under this agreement he/she will have contact with information of substantial value to the Company that is not generally known and that may, but need not, give the Company an advantage over its competitors who do not know or use it, including, but not limited to, techniques, designs, drawings, processes, inventions, developments, equipment, prototypes, slides and customer, business and financial information, relating to the business, products, practices or techniques of the Company. The Consultant agrees to regard and preserve as confidential such confidential information. The Consultant will not, at any time either during or after his/her relationship with the Company (except as authorized by the Company for its benefit), divulge or disclose, directly or indirectly, to any person, firm, association or corporation other than bona fide employees of the Company or any affiliate of the Company, acting in that capacity and have a need to know such information, or use for his/her own benefit, gain or otherwise (i) any confidential information, knowledge, or data concerning the business or affairs of the Company or any affiliate of the Company, whether acquired by the Consultant before, during, or after his/her relationship with the Company, or (ii) any inventions, discoveries, improvements, products, processes, technology, trade secrets, know-how, designs, formulas, or any other confidential material, data, information or instructions, technical or otherwise, owned by the Company or any affiliate of the Company, whether acquired before, during, or after the Consultant's relationship with the Company, which, if disclosed, would adversely affect the business of the Company or any of its affiliates or accord to a competitor of the Company any competitive advantage. This Paragraph is not intended to restrict the Consultant from disseminating or using any
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1288 Pear Avenue, Mountain View, CA 94034
(650) 210-1200, Fax: (650) 210-1210, www.aclara.com
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