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Scientific Advisory Board Agreement

This is an actual contract by Endocare.

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Sectors: Health Products and Services
Governing Law: California , View California State Laws
Effective Date: December 02, 1997
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This Consulting Agreement ("Agreement") is entered into as of 12/2, 1997 between Foundation Research, Inc., a Massachusetts Corporation ("Consultant") and ENDOCARE, INC., a Delaware corporation ("Corporation"). In consideration of the mutual covenants set forth in this Agreement, the parties agree as follows:


Upon the terms and conditions set forth in this Agreement, Corporation hereby agrees to retain Consultant, and Consultant agrees to act, as a consultant to Corporation. During the term of this Agreement, Consultant agrees to perform the duties set forth in Exhibit A to this Agreement.


For services to Corporation under Section 1 during the term of this Agreement, Consultant shall receive from Corporation a daily consulting fee of $1500.00 per day payable after submitting invoices for services provided. All compensation packages, including stock option grants shall be held confidential by both parties.


Corporation shall reimburse Consultant for reasonable out-of-pocket expenses incurred by Consultant in connection with Corporation's business, but only after 1) an expense report has been submitted by Consultant and approved by an executive officer of the Corporation; and 2) Consultant provides Corporation with such substantiating receipts or other documentation as Corporation may reasonably require.


The term of this Agreement shall begin on the date set forth in the first paragraph and shall renew for one year terms in accordance with this Section, unless notice is given at least thirty (30) days prior to the end of the initial one year term or any successive term, by the Corporation or the Consultant. The termination of this Agreement pursuant to this Section shall not release either party from any accrued obligation to pay any sum to the other party (whether then or thereafter payable) or operate to discharge any liability incurred prior to the termination date. In addition, the obligations under the following sections shall survive the termination of this Agreement.


(a) As used in this Agreement, the term "Confidential Information" refers to any and all valuable information of a confidential, proprietary or secret nature related to the present or


future business of Corporation, the research and development activities of Corporation or the business of any customer of or supplier or contractor to Corporation. Confidential Information is to be broadly construed and includes, without limitation: (i) information disclosed by Corporation or its customers, suppliers or contractors ("together, "Contractors") to Consultant in the course of retention by Corporation as well as information developed or learned by Consultant during the course of retention; (ii) information that has or could have commercial value or other utility in the business in which Corporation or its Contractors are engaged or contemplate being engaged; (iii) information of which the unauthorized disclosure could be detrimental to the interests of Corporation or its Contractors, whether or not such information is identified as Confidential Information by Corporation or its Contractors; and (iv) trade secrets, processes, formulas, data, source code, know-how, improvements, inventions, techniques, test results, specifications, costs and pricing data, employee information, terms of Corporation's agreements, production and marketing plans and strategies, and information concerning Corporation's Contractors.

(b) Consultant acknowledges that the Confidential Information is a valuable and unique asset of Corporation, and Consultant agrees at all times during the period of retention by Corporation and thereafter to keep in confidence and trust all Confidential Information. Consultant agrees that during the period of retention by Corporation and for a period of five (5) years thereafter, it will not directly or indirectly use or exploit the Confidential Information other than in the course of performing duties as a consultant of or other contractor to Corporation, nor will Consultant directly or indirectly disclose any Confidential Information to any person or entity, except in the course of performing duties to Corporation with the consent of Corporation's executive officers. Consultant will abide by Corporation's policies and regulations, as established from time to time, for the protection of its Confidential Information. Consultant agrees to use best efforts to ensure that Corporation's confidential information, and any records or documents containing such information, will not be exposed to theft, embezzlement or unauthorized reproduction or disclosure.


(a) As used in the Agreement, "Developments" means all inventions, discoveries, written or printed materials, trade secrets, designs, techniques, know-how, data or other technical developments which Consultant makes, conceives, reduces to practice or learns of, either individually or jointly with others, during the term of this Agreement, and which are related to or useful in the business of Corporation or result from Consultant's retention by Corporation or from the use of premises owned, leased or otherwise use or acquired by Corporation.

(b) Subject to the terms of this Agreement, Consultant agrees that any and all Developments are and will be the exclusive property of Corporation. Consultant hereby assigns to Corporation all right, tide and interest Consultant may have or may acquire in and to all Developments. Consultant shall execute any assignments to Corporation or other documents requested by Corporation to evidence such assignment or Corporation's ownership of all such Developments and otherwise agrees to cooperate fully with and aid Corporation in establishing, enforcing and disposing of Corporation's patent and other proprietary rights with respect to all

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