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Advisory Agreement

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Sectors: Specialty Retail
Governing Law: New York, View New York State Laws
Effective Date: January 01, 2009
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ADVISORY AGREEMENT





This Advisory Agreement (this " Agreement "), dated this ___ day of August 2009 (the " Effective Date "), by and between Chertoff Group, L.L.C. (" Advisor "), a Delaware limited liability company, and BIONEUTRAL GROUP, INC. (the " Company "), a Nevada corporation.



WHEREAS, Advisor wishes to provide certain professional services (the " Services ") to Company as set forth in Appendix A, which is attached hereto and made a part hereof; and



WHEREAS, Company wishes to engage Advisor to perform the Services, for good and valuable consideration, as more fully described in Appendix A.



NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, the parties hereto agree as set forth below.



1. SCOPE OF WORK.


(a)

Advisor agrees to provide the Services described in Appendix A. In the event that additional assignments are agreed upon between Advisor and Company, the parties shall execute addenda to this Agreement describing the additional assignments, including the fees and schedule for each specific assignment.


(b)

Company acknowledges and agrees that in providing the Services (as defined on Exhibit A), (i) none of Advisors, its Managing Principals (Michael Chertoff and Chad C. Sweet), Principals, Directors or other employees is engaging in the practice of law under this Agreement, and no attorney-client relationship exists, or will arise, as a result of providing the Services hereunder; and (ii) Company understands that it is Company's responsibility to seek the advice of its own legal counsel with respect to any legal issues that may arise from time to time related to the subject matter of the Services.


(c)

Company acknowledges and agrees that, in providing the Services, none of Advisor's Managing Principals, Principals, Directors or other employees or affiliates, including Drs. J. Bennet Waters and Jeffrey W. Runge, is engaging in the practice of medicine under this Agreement, and Advisor assumes no liability for strategic healthcare or medical marketing advice provided to Company as a result of providing the Services hereunder. Further, Company acknowledges that Advisor is not expected to, and will not, offer professional assessments regarding the safety, efficacy or potential toxicity of Company's products, provided, however, that this shall not prevent Advisor from assisting Company in arranging for independent testing and evaluation of Company's products.













1110 VERMONT AVENUE NW, SUITE 1200



WASHINGTON, DC 20005



T. 202.649.4260 | F. 202.330.5505



www.chertoffgroup.com Advisor _____ Company ______


















(d)

The parties acknowledge that Michael Chertoff and Chad C. Sweet are, and other employees of Advisor may be, subject to legal and/or ethical restrictions that may relate to the performance of this Agreement including ,but not limited to, 18 U.S.C. a7 207, limiting certain activities and contacts with the U.S. government including but not limited to the U.S. Department of Homeland Security, and agree that this Agreement extends only to those activities permitted by law.










2. PAYMENT FOR SERVICES.



During the term of this Agreement, Company agrees to pay Advisor in accordance with the fees set forth in Appendix A (the "Fees"). Advisor shall submit to Company, either electronically or via mail, an invoice for Fees due as set forth in Appendix A for the purposes of recordkeeping. Invoices shall be addressed to Company, attention Steve Browand, at 211 Warren Street, 4th floor, Newark New Jersey or steve@bioneutralgroup.com, with carbon copy to raj@bioneutral.com, if delivered electronically; or to such other person and address as shall have been specified in writing by Company to Advisor. Fees shall be payable by electronic fund transfer ("EFT") as set forth in Appendix A.





3. EXPENSES.



Company will be responsible for Advisor's out-of-pocket business expenses incurred in connection with the Services, including travel, accommodations, meals and incidental expenses. Expenses shall be reimbursed as further described in the Fees section of Appendix A.



4. TERM/TERMINATION.



(a) The term of this Agreement (the "Term") shall extend from the Effective Date to the earlier to occur of (i) the third anniversary of the Effective Date and the Date this Agreement is terminated in accordance with this Paragraph 4




(b) The Term may be terminated by Company for "Cause" or by Advisor for "Good Reason ", in each case, without liability to the other party; provided that upon any such termination Company shall be required to pay Advisor all Advisory Fees (pro rated for any partial month of service) earned until the date of such termination and all expenses incurred by Advisor prior to such termination that are eligible for reimbursement hereunder (collectively, the "Accrued Payments"). "Cause" means Advisor's continued failure to provide the Services contemplated hereby that continues after written notice from Company. "Good Reason" means (i) a material breach of this Agreement by Company that is not cured within 15 days of written notice from Advisor; (ii) failures in the testing and evaluation of Company's antimicrobial and sporicidal products; (iii) misrepresentation of any material facts related to Company or Company's products, services or business matters; (iv) any violation of any material local, state or federal law by Company or its subsidiaries or their directors, officers or employees (in their capacity as such); or (v) any business activities undertaken by Company or its subsidiaries or their directors, officers or employees (in their capacity as such) that Advisor determines in good faith might, by virtue of Advisor ?s relationship with Company, bring Advisor into public disrepute, contempt, scandal or ridicule, or whichmight tend to reflect unfavorably on Advisor or Advisor's personnel.










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(c) On or after the six month anniversary of the Effective Date, either party may terminate the Term by giving the other party sixty (60) days prior written notice of termination. If Company terminates the Term pursuant to this Paragraph 4(c), (i) Company shall pay Advisor all Accrued Payments, (ii) Company shall pay Advisor in a cash lump sum the aggregate Advisory Fees that would otherwise have been paid through the end of the Term and (iii) the Equity Award will immediately vest in full. If Advisor terminates the Term pursuant to this Paragraph 4(c), Advisor will deliver to Company the after- tax value of any portion of the Equity Award that vested during the three month period preceding such termination (provided that such payment shall not be required if Advisor terminates the Term within three months of a Change in Control (as defined for purposes of Appendix A)) and Advisor will not be entitled to any other payment from Company other than the Accrued Payments. Advisor will have no liability to Company as a result thereof or the failure to complete the Services.








5. INDEPENDENT CONTRACTOR.



Advisor shall perform all Services hereunder as an independent contractor, and nothing contained herein shall be deemed to create any association, partnership, joint venture, or relationship of principal and agent or master and servant, or employer and employee between the parties hereto or any affiliates or subsidiaries thereof, or to provide either party with the right, power or authority, whether express or implied, to create any such duty or obligation on behalf of the other party. Advisor will perform the Services in the manner it determines appropriate and Company will have no right to control Advisor, subject to Advisor's obligation to complete the Services.





6. INDEMNIFICATION.



Company agrees that Advisor, its Managing Principals, other employees, affiliates, investors and controlling persons (collectively, the "Indemnified Parties"), will not have any liability to Company or any other person in connection with, related to or arising out of, this Agreement, including the Services to be provided hereunder, except in connection with any willful breach by Advisor of its obligations under Sections 7, 8 or 10. To the fullest extent permitted by applicable law, Company shall indemnify and hold harmless Advisor and its Managing Principals, affiliates, and each of their respective members, managers, directors, officers, employees, counsel, agents, representatives, contractors and affiliates (each such individual or entity to be referred to hereinafter as an "Indemnified Person"), from and against any loss, claim, damage or liability, joint or several, and any action in respect thereof, whe
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