CONSULTANT AGREEMENT
THIS AGREEMENT is made effective on December 14, 2000
between HYPERBARIC SYSTEMS, whose address is 1127 Harker Avenue,
Palo Alto, CA 94301, incorporated under the laws of the State of
California, hereinafter called "COMPANY", and Gary Cella, whose
address is 5 Ridge Road, Coscob, CT hereinafter called "CONSULTANT".
WITNESSETH:
1. PURPOSE OF AGREEMENT. HYPERBARIC SYSTEMS is a duly
established California corporation engaged in the business of
designing, manufacturing and marketing products for the medical,
food and semiconductor industries, and CONSULTANT represents that
he has expertise in the area of busniess relationships, strategic
alliances, and marketing planning. This agreement between COMPANY
and CONSULTANT is entered into for the purpose of defining the
relationship, responsibilities, and agreement between COMPANY
and CONSULTANT.
2. CONSULTANT : COMPANY hereby appoints Gary Cella to
provide consultation on strategic business partners, market planning
and general business strategy for COMPANY.
3. CONSULTANT DUTIES AND RESPONSIBILITIES: CONSULTANT
shall be engaged as a Consultant with the following tasks:
a. Provide strategic business partnering introductions and advice.
b. Provide product and business planning advice.
c. Provide marketing direction and introductions as required.
4. CONSULTANT'S PERFORMANCE.. CONSULTANT agrees to devote
a reasonable amount of time to meet the objectives outlined in
Paragraph 3 above and to perform the assigned duties and responsibili-
ties during the agreement period. The Company acknowledges that
Consultant is not an employee of the Company.
5. TERM. The term of this Agreement shall be effective for
a period of six months days from the date of this Agreement unless
terminated earlier by fulfillment of the services to be provided.
This agreement may be extended upon the mutual consent of both
parties.
6. STOCK GRANT. For the purpose of compensating CONSULTANT,
COMPANY shall grant 50,000 shares of common stock valued at $0.53
per share for services performed. The shares shall be registered
under the S-8 provision of the SEC regulations by COMPANY.
7. TERMINATION UPON BREACH. This Agreement shall be
terminated upon material breach of any of the provisions herein,
or breach of the material provisions of any and all supplemental
agreements which the CONSULTANT and COMPANY may mutually execute.
8. CONFIDENTIALITY AGREEMENT. CONSULTANT agrees that all
information made available to CONSULTANT regarding the products,
clients and software systems of COMPANY are confidential and
require a high degree of confidentiality so as not to violate the
rights of others and to prevent the use thereof for purposes
detrimental to the interests of COMPANY and its clients. Such
information in any form shall be hereinafter referred to as
"INFORMATION."
For purposes of this Agreement:
a. CONFIDENTIAL INFORMATION means INFORMATION disclosed to
or acquired by CONSULTANT while employed by COMPANY, and includes
but is not limited to, INVENTIONS, Patent Applications, TRADE
SECRETS, any other information of value relating to the business
and/or field of interest of COMPANY including information with
respect to which COMPANY is under an obligation of confidentiality
with any third party. CONFIDENTIAL INFORMATION does not include
information that is generally known in the relevant trade or
industry or any information known to and freely usable by CONSULTANT
before CONSULTANT?S association with COMPANY, provided, however,
information for purposes of this Agreement shall be considered
CONFIDENTIAL INFORMATION if not known by the trade generally, even
though such information has been disclosed to one or more third
parties pursuant to distribution agreements, joint research
agreements, or other agreements entered into by COMPANY;
b. TRADE SECRET(S) means all information, know-how,
concepts, data, knowledge, ideas and materials however embodied,
relating to the business of COMPANY'S customers which have not been
released publicly by an authorized representative of COMPANY
or have not otherwise lawfully entered the public domain. TRADE
SECRETS shall include but are not limited to information, know-how,
concepts, data, knowledge, computer programs, ideas and materials
relating to COMPANY'S existing and future products, processes,
research and development, technology, production costs, contract
forms, drawings, designs, plans, proposals, marketing and sales
plans and strategies, cost or pricing information, financial
information, promotional methods, volume of sales, names or classes
of customers and vendors, management procedures, organization charts,
and CONSULTANT directories.
9. PROPRIETARY INFORMATION OF OTHERS. CONSULTANT shall
not use or disclose to COMPANY, or induce COMPANY to use, any
information, know-how, concepts, data, knowledge, computer
programs, ideas or materials, however embodied, with respect to
which CONSULTANT is under an obligation of confidentiality to any
third party imposed,by law or agreement prior to the date hereof.
COMPANY represents andcovenants that it will not require
CONSULTANT to violate any obligation to, or confidence with,
another.
10. SECRECY AGREEMENT. CONSULTANT acknowledges that he
understands the requirement for CONFIDENTIAL INFORMATION to be
kept secret and used only as authorized herein. CONSULTANT shall
at all times during the period of his association with COMPANY
under this agreement and thereafter keep in confidence and trust
all CONFIDENTIAL INFORMATION. CONSULTANT shall use CONFIDENTIAL
INFORMATION only in the course of performing duties as Consultant
and Advisory Board Member for the Company and other duties as
assigned by the Company President, and not for unrelated personal
gain. CONSULTANT shall not, directly or indirectly, disclose any
CONFIDENTIAL INFORMATION to any person, organization or entity,
except in the course of performing duties as a CONSULTANT of
COMPANY and only in the manner prescribed by COMPANY. CONSULTANT
shall abide by those COMPANY policies and regulations established
from time to time for the protection of CONFIDENTIAL INFORMATION.
During CONSULTANT'S association with COMPANY under this Agreement,
and after termination thereof, CONSULTANT shall not directly, or
indirectly, either as an CONSULTANT, COMPANY, agent, principal,
partner, stockholder, corporate officer, director, or in any other
individual or representative capacity, engage or participate in
any activity of any nature whatsoever, the performance of which
would have a reasonable likelihood of placing CONSULTANT in
conflict with the obligations of confidence and trust regarding
CONFIDENTIAL INFORMATION imposed herein.
11. RETURN OF DOCUMENTS AND MATERIALS. CONSULTANT
agrees that all documents, reports, drawings, materials, designs,
plans, cmputer programs, proposals, marketing and sales plans,
reproductions, and other documents or things made by CONSULTANT
or that come into CONSULTANT'S possession in the course of
employment with COMPANY are the property of COMPANY and will not
be used by CONSULTANT for any purpose other than the business of
COMPANY. CONSULTANT will not deliver, reproduce or in any way
allow such documents or things to be delivered or be used by any
third parties without specific direction or consent of COMPANY.
Upon termination of this Agreement, CONSULTANT will promptly
deliver to COMPANY the above documents ad materials together with
any copies thereof.
12. NO DISCLOSURE. CONSULTANT agrees not to divulge,
disclose, convey or make known to others or any other entity, any
such information without the express written consent of the
President of HyperBaric Systems first obtained. CONSULTANT further
agrees to take all necessary steps to safeguard such information
to prevent the unauthorized disclosure thereof.
13. INJUNCTION. Recognizing that irreparable
damage will result to the business of COMPANY in the event of the
breach of any of these covenants and assurances by CONSULTANT, the
parties hereto agree that if CONSULTANT shall violate the terms of
this Agreement, COMPANY shall be entitled to an injunction to be
issued by any court of competent jurisdiction enjoining and
restraining CONSULTANT and each and every person, firm, association,
partnership, company, or corporation concerned therewith, from the
continuance of such violation of the terms of this Agreement, and
in addition thereto, CONSULTANT shall pay to COMPANY all damages,
including reasonable attorneys' fees sustained by COMPANY by reason
of the violation of this Agreement.
14. NO ASSIGNMENT. Neither the CONSULTANT nor
COMPANY may transfer or assign this Agreement, or any right or
obligation hereunder, without the prior written consent of the
other party. No right or obligation under this Agreement may be
waived, modified, or in any respect altered except by written
agreement of the parties executed in writing by both parties.
15. SUCCESSORS AND ASSIGNS. This agreement shall be binding
on the heirs, executors, successors and assigns of the parties.
16. ATTORNEYS FEES. If any action is brought to enforce
any obligation created under this Agreement, the Court shall award
to the prevailing party, such reasonable fees, costs, and expenses
as may have been incurred by such party in enforcing its rights
under this Agreement, including without limitation, the fees, costs,
and expenses of its attorney for services both before or after
litigation is instituted.
17. ENTIRE AGREEMENT. This Agreement may not be changed except
in writing signed by the President of the Company and the CONSULTANT.
The validity, performance, construction, and effect of this Agreement
shall be governed by the laws of the State of California
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
"COMPANY" "CONSULTANT"
HYPERBARIC SYSTEMS Gary Cella
1127 Harker Avenue 5 Ridge Road
Palo Alto, California 94301 Coscob, CT 06807
By: /s/ HARRY MASUDA By: /s/ GARY CELLA
------------ ----------
HARRY MASUDA GARY CELLA
PRESIDENT CONSULTANT