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Consulting Agreement

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EXHIBIT 10.11
EXHIBIT "B"


CONSULTING AGREEMENT


This Agreement ("Agreement") is entered into as of this 5th day of December, 1997, by and between BioShield Technologies, Inc., a Georgia corporation ("Corporation"), and R.T. Consulting, Services Inc. ("Consultant").


In consideration of the mutual promises of the parties and other good and valuable consideration, the parties hereby agree:


Section 1. Engagement. During the term of this Agreement, the Corporation - --------- ---------- agrees to engage the Consultant, and the Consultant agrees to serve the Corporation, to provide the following services: Rendering strategic and financial advice, including, but not limited to, advice relating to the development of marketing plans and materials, financial plans and budgets, advertising plans, initiating strategic business initiatives, interviewing prospective employees and alliances, and such other services as may reasonably be requested by the Company, but expressly excluding finding sources of financing. The Consultant shall be available for work at reasonable times and for reasonable periods of time to perform such services at the location or locations reasonably designated upon reasonable notice by orally and followed up in writing by the Corporation in Atlanta, Georgia, which shall include availability by telephone. The Consultant shall orally report to the President at the Corporation.


Section 2. Term. This Agreement shall commence no earlier than the effective - --------- ---- date of a registration statement filed with the U.S. Securities and Exchange Commission from which the Company raises proceeds from a public offering of the Company's common stock in recognition of the Company's current limited financial resources and shall terminate on the fourth anniversary thereof (the "Termination Date"), unless earlier terminated as described herein.


Section 3. Compensation. - --------- ------------


(a) Base Rate. The Corporation shall pay the Consultant for the services
--------- described herein at the rate of $3,000 per calendar month payable in advance by the end of the preceding calendar month (the "Base Rate") and shall reimburse the Consultant for reasonable travel expenses pre-approved by the Corporation. The Service to be performed by Consultant shall not exceed 10 hours per month inclusive of telephone calls and travel time to the extent such travel is requested or approved in advance by the Corporation (the "Monthly Commitment"). Consultant shall be compensated at the rate of $100 per hour for any services authorized by the Corporation in excess of the Monthly Commitment. However, to the extent that the Corporation does not utilize the services of the Consultant hereunder for 10 hours per month, any unused time shall be carried forward from month to month and shall offset at the rate of $100 per hour any additional compensation owed to Consultant for services rendered by Consultant in excess of the Monthly Commitment. In no event, however, shall Consultant be required to provide more than 20 hours of consulting services in any calendar month or in any ten (10) day period. During the term of this Agreement, the Consultant shall either obtain direct payment of expenses by the Company which are pre- approved by the Company or shall deliver an invoice to the Corporation for such services and expenses within ten days of the end of each calendar month and the Corporation shall pay any undisputed portion of such invoice within fifteen days of such delivery.


Section 4. Independent Contractor. The parties intend that the relationship - --------- ---------------------- between them created under this Agreement is that of an independent contractor only. The Consultant is not to be considered an agent or employee of the Corporation for any purpose, and the Corporation is interested only in the results obtained under this Agreement; the manner and means of performing the services are subject to the Consultant's sole control. Consultant shall be responsible for all state, federal, and local taxes, including estimated taxes, social security, disability insurance, if any, and any other similar form of payments, as well as all employment reporting, for the Consultant and any of the Consultant's employees or agents.


Section 5. Proprietary Rights. The Consultant agrees that all Work Product - --------- ------------------ created solely or jointly by the Consultant, the Consultant's employees, associates, or subcontractors, arising from work performed hereunder, or previously conceived in anticipation of consulting work to be performed in regard to the Corporation's engagement of the Consultant, shall be deemed "work made for hire." The Consultant shall cause all of the Consultant's employees, associates, or subcontractors assisting in creating the Work Product to execute a similar


acknowledgment that the Work Product is a "work made for hire." The Consultant subcontractors assisting in creating the Work Product shall execute all such assignments, oaths, declarations, and other documents as may be prepared by the Corporation to effect the foregoing.


"Work Product" shall mean all documentation, manuals, teaching materials, creative works, know-how, and information created on behalf of the Corporation, in whole or in part, by the Consultant and all of the Consultant's employees, associates, or subcontractors assisting in creating the Work Product within the scope of this Agreement, whether or not copyrightable or otherwise protectable
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