Exhibit 10.3
AGREEMENT TO ENGAGE DR. JOSEPH P. D'ANGELO
AS CONSULTANT
Dr. Joseph P. D'Angelo ("D'Angelo" or the "Consultant"), hereby submits to Cavit
Sciences, Inc. ("CAVIT" or the "Company') this Consulting Agreement (the
"Agreement") outlining the terms pursuant to which D'Angelo would be willing to
act as Consultant.
I. ENGAGEMENT
CAVIT hereby engages and retains D'Angelo as Consultant to perform the Services
(as that term is hereinafter defined) and D'Angelo hereby accepts such
appointment on the terms and subject to the conditions hereinafter set forth and
agrees to use his best efforts in providing such services.
II. INDEPENDENT CONTRACTOR
D'Angelo shall be, and in all respects be deemed an independent contractor in
the performance of his duties hereunder, any law of any jurisdiction to the
contrary notwithstanding.
A. In relation to any income tax to be paid on the compensation stated in
this Agreement, D'Angelo shall be solely responsible for making all
payments on behalf of himself, including those required by law, and
CAVIT shall in no event be liable for any debts or other liabilities
of D'Angelo.
B. D'Angelo shall not, by reason of this Agreement or the performance of
the Services, be or be deemed to be, an employee, agent, partner,
co-venturer or controlling person of CAVIT, and D'Angelo shall have no
power to enter into any agreement on behalf of, or otherwise bind
CAVIT. Without limiting the foregoing, D'Angelo shall not enter into
any contract or commitment on behalf of CAVIT.
C. Subject to Section II D hereof, D'Angelo shall not have or be deemed
to have, fiduciary obligations or duties to CAVIT and shall be free to
pursue, conduct and carry on for his own account (or for the account
of others) such activities, employments, ventures, businesses and
other pursuits as D'Angelo in its sole, absolute and unfettered
discretion, may elect.
D. Notwithstanding the above, no activity, employment, venture, business
or other pursuit of D'Angelo during the term of this agreement shall
conflict with D'Angelo's obligations under this Agreement or be
adverse to CAVIT's interests during the term of this Agreement.
D'Angelo's other business ventures shall take priority to the services
he will provide and/or perform for Cavit.
III. SERVICES
D'Angelo agrees to serve as Consultant to CAVIT and to provide and/or perform
the following, hereafter collectively referred to as the "Services":
A. Assist CAVIT in efforts to advance its line of supplement products,
provide guidance and advice regarding the general direction of the
Company and to provide advice in regard to Cavit's goal of seeking
contacts and introductions with supplement manufacturers, distributors
and customers and additional business/business relationships that will
be of benefit to CAVIT. Participate, consult with and advise CAVIT
and/or any of its affiliates in its negotiations in pursuing a form of
Business Combination with CAVIT. As used in this Agreement, the term
"Business Combination" shall be deemed to mean any form of merger,
acquisition, joint venture, licensing agreement, product sales and/or
marketing, distribution, combination and/or consolidation, etc.
involving CAVIT and/or any of its affiliates and any other entity. As
used herein, the term "investment" shall include the contribution of
anything of value by a Candidate to CAVIT, its subsidiaries or
affiliates.
B. D'Angelo shall devote such time and effort, as the parties deem
commercially reasonable and adequate under the circumstances to the
affairs of CAVIT to render the consulting services contemplated by
this agreement. D'Angelo is not responsible for the performance of any
services, which may be rendered hereunder without CAVIT providing the
necessary information in writing prior thereto, nor shall D'Angelo
include any services that constitute the rendering of any legal
opinions or performance of work that is in the ordinary purview of a
Certified Public Accountant. D'Angelo cannot guarantee results on
behalf of CAVIT, but shall pursue all reasonable avenues available
through his network of contacts. At such time as an interest is
expressed by a third party in CAVIT's needs, D'Angelo shall notify
CAVIT and consult with and advise it as to the source of such interest
and any terms and conditions of such interest. The acceptance and
consumption of any transaction is subject to acceptance of the terms
and conditions by CAVIT in its sole discretion. It is understood that
the compensation paid hereunder is being paid by CAVIT to have
D'Angelo remain available to participate with, consult with and advise
Cavit on transactions on an as-needed basis, during the term of this
Agreement.
C. In conjunction with the Services, D'Angelo agrees to:
1. Make himself available for telephone conferences with the
principal financial sales and/or operating officer(s) of CAVIT
during normal business hours, when the Services for CAVIT are not
conflicting with D'Angelo's other business ventures.
2. Consult with and advise CAVIT management in evaluating
presentations and proposals and participating in presentations
with Candidate(s).
3. Attend and participate in meetings between Cavit and
manufacturers, distributors and customer Candidates.
IV. EXPENSES
Expenses incurred by D'Angelo in the rendering of his services hereunder shall
be paid by D'Angelo, unless authorized by CAVIT, in writing that the expenses
will be paid by CAVIT, during the term of this Agreement
V. COMPENSATION
CAVIT agrees that D'Angelo shall be entitled to compensation as follows:
D'Angelo shall receive 250,000 shares of CAVIT free-trading common stock.
VI. REPRESENTATIONS, WARRANTIES AND COVENANTS
A. D'Angelo acknowledges that by the very nature of his relationship with
CAVIT he will, from time to time, have knowledge of or access to
material non-public information (as such term is defined by the
Exchange Act) D'Angelo hereby agrees and covenants that:
1. D'Angelo will utilize his commercially reasonable efforts to
safeguard and prevent the dissemination of such information to
third parties unless authorized in writing by CAVIT to do so as
may be necessary in the performance of its Services under this
Agreement.
2. D'Angelo will not, in any way, utilize or otherwise include such
information, in actual form or in substantive content, in its
analysis for, preparation of or release of any CAVIT literature
or other communication(s) relating to CAVIT, including, but not
limited to: Press Releases, letters to investors and telephone or
other personal communication(s) with potential or current
investors.
B. D'Angelo represents and warrants to CAVIT that he and his assignees
will not sell any portion of his Compensation as outlined herein for a
period of six months from the date of issue.
C. The execution, delivery and performance of this Agreement, in the time
and manner herein specified, will not conflict with, result in a
breach of, or constitute a default under any existing agreement,
indenture, or other instrument to which either CAVIT or D'Angelo is a
party or by which either entity may be bound or affected.
D. Both CAVIT and D'Angelo have full legal authority to enter into this
Agreement and to perform the same in the time and manner contemplated.
VII. TERM AND TERMINATION.
The term of this Agreement shall be for one year from the execution of this
Agreement. CAVIT and D'Angelo shall each have 30-day cancellation rights with
written notice. If this Agreement is terminated within six months of the
execution date of this Agreement, 50% of the compensation will be immediately
returned by D'Angelo to CAVIT.
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VIII. CONFIDENTIAL DATA
A. D'Angelo shall not divulge to others, any trade secret or confidential
information, knowledge, or data concerning or pertaining to the
business and affairs of CAVIT, obtained by D'Angelo as a result of his
engagement hereunder, unless authorized, in writing by CAVIT. CAVIT
shall not divulge to others, any trade secret or confidential
information, knowledge, or data concerning or pertaining to the
business and affairs of D'Angelo, obtained as a result of its
engagement hereunder, unless authorized, in writing, by D'Angelo.
B. D'Angelo shall not be required in the performance of his duties to
divulge to CAVIT, or any officer, director, agent or employee of
CAVIT, any secret or confidential information, knowledge, or data
concerning any other person, firm or entity (including, but not
limited to, any such person, firm or entity which may be a competitor
or potential competitor of CAVIT which D'Angelo may have or be able to
obtain other than as a result of the relationship established by this
Agreement.
IX. OTHER MATERIAL TERMS AND CONDITIONS:
A. INDEMNITY. The parties hereto agree to provide indemnification to each
other.
B. PROVISIONS. Neither termination nor completion of the assignment shall
affect the provisions of this Agreement, and the Indemnification
Provisions, which are incorporated herein, which shall remain
operative and in full force and effect.
C. ADDITIONAL INSTRUMENTS. Each of the parties shall from time to time,
at the request of others, execute, acknowledge and deliver to the
other party any and all further instruments that may be reasonably
required to give full effect and force to the provisions of this
Agreement.
D. ENTIRE AGREEMENT. Each of the parties hereby covenants that this
Agreement, together with the exhibits attached hereto as earlier
referenced, is intended to and does contain and embody herein all of
the understandings and agreements, both written or oral, of the
parties hereby with respect to the subject matter of this Agreement,
and that there exists no oral agreement or understanding or expressed
or implied liability, whereby the absolute, final and unconditional
character and nature of this Agreement shall be in any way
invalidated, empowered or affected. There are no representations,
warranties or covenants other than those set forth herein.
E. LAWS OF THE STATE OF FLORIDA. This Agreement shall be deemed to be
made in, governed by and interpreted under and construed in all
respects in accordance with the laws of the State of Florida,
irrespective of the country or place of domicile or residence of
either party.
F. ASSIGNMENTS. The benefits of the Agreement shall inure to the
respective successors and assignees of the parties hereto and of the
indemnified parties hereunder and their successors and assigns and
representatives, and the obligations and liabilities assumed in this
Agreement by the parties hereto shall be binding upon their respective
successors and assigns, provided that the rights and obligations of
CAVIT under this Agreement may not be assigned or delegated without
the prior written consent of D'Angelo, and any such purported
assignment shall be null and void. Notwithstanding the foregoing,
D'Angelo may assign any portion of his Compensation as outlined herein
to his employees, affiliates, sub-contractors or subsidiaries in his
sole discretion.
G. ORIGINALS. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed an original
and constitute one and the same agreement. Facsimile copies with
signatures shall be given the same legal effect as an original.
H. ADDRESSES OF PARTIES. Each party shall at all times keep the other
informed of its principal place of business if different from that
stated herein, and shall promptly notify the other of any change,
giving the address of the new place of business or residence.
I. MODIFICATION AND WAIVER. A modification or waiver of any of the
provisions of this Agreement shall be effective only if made in
writing and executed with the same formality as this Agreement. The
failure of any party to insist upon strict performance of any of the
provisions of this Agreement shall not be construed as a waiver of any
subsequent default of the same or similar nature or of any other
nature.
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APPROVED AND AGREED:
Dr. Joseph P. D'Angelo Cavit Sciences, Inc.
/s/ Joseph P. D'Angelo /s/ Colm J. King
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By: Dr. Joseph P. D'Angelo By: Colm J King
Its: CEO
12/28/2007 12/28/2007
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Date of execution Date of execution
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