Sample Business Contracts

Consulting Services Agreement - Acacia Research Corp. and CombiMatrix Corp.

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                          CONSULTING SERVICES AGREEMENT

Effective November 8, 2000, ACACIA RESEARCH CORPORATION, located at 55 S. Lake
Avenue, Pasadena CA 91101 ("Acacia") and COMBIMATRIX CORPORATION, located at
34935 S.E. Douglas St., Ste. 101, Snoqualmie, WA 98065 ("CBMX") agree as

1.   INDEPENDENT CONSULTING SERVICES. Acacia hereby agrees to provide members of
     its executive staff to CBMX to perform consulting services in business
     research, analysis and development, general and technical consulting, and
     other areas as needed from time to time by CBMX ("Services"). CBMX will
     reimburse Acacia at an hourly rate for such consulting services based on
     the pro-rated salaries of each Acacia executive rendering services. The
     Acacia executives presently providing services to CBMX are Amit Kumar,
     Vincent Xiang, Chris Utgaard and Rob Stewart. CBMX may request other
     executives to be added to this list or the list may be otherwise modified
     by CBMX. Acacia will provide CBMX with a monthly invoice indicating the
     amount due for consulting services for each executive on an hourly basis.
     CBMX will also reimburse Acacia for reasonable and customary expenses
     (including travel expenses) incurred at CBMX's request and in connection
     with the consulting services rendered and that are accompanied by complete
     and proper documentation. Acacia shall be responsible for paying all
     applicable taxes relating to the Services, including, without limitation,
     the payment of any self-employment taxes and Acacia acknowledges that CBMX
     will not withhold taxes from the fees payable to Acacia on the Acacia's
     behalf. This Agreement shall commence on the date hereof and remain in
     effect for one year or until terminated by either party giving the other
     party written notice of termination at least ten (10) days prior to the
     effective date of termination.

2.   INDEPENDENT CONTRACTOR. For purposes of this Agreement, each party shall be
     and act as an independent contractor. Acacia acknowledges that its staff is
     not entitled to any of CBMX's employment rights or benefits and Acacia is
     solely responsible for all taxes, withholdings, and other statutory or
     contractual obligations of any sort, including but not limited to, workers'
     compensation insurance, with respect to the Acacia personnel provided
     hereunder. Acacia agrees to defend indemnify and hold CBMX harmless from
     and against any and all claims, damages, liability, attorneys' fees and
     expenses resulting from any failure by Acacia to satisfy such obligations.
     Acacia shall provide its own invoices for payment on its own letterhead.
     Nothing in this Agreement shall be construed to create an exclusive
     relationship between Acacia and CBMX, so as to prevent the Acacia from
     furnishing Services to a third party during the term of this Agreement, so
     long as such performance does not conflict with Acacia's duties hereunder,
     or so as to prevent CBMX from contracting for the Services with a third

3.   CONFIDENTIAL INFORMATION. Acacia agrees that all business, technical,
     creative and financial information Acacia learns or obtains during the
     period over which it is providing Services that relate to CBMX or that are
     received by or for CBMX in confidence, constitute "Confidential

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     Information." Acacia will hold in confidence and, except in performing the
     Services for CBMX, not disclose, or allow to be disclosed, any Confidential
     Information. Acacia also recognizes and agrees that Acacia personnel have
     no expectation of privacy with respect to CBMX's telecommunications,
     networking or information processing systems (including, without
     limitation, stored computer files, e-mail messages and voice messages) and
     that their activity, and any files or messages, on or using any of those
     systems may be monitored at any time without notice at CBMX's premises.
     Acacia has or may have had, and during the term of this Agreement may
     continue to have, access to confidential information of CBMX and its
     affiliates, including, without limitation, corporate books and records,
     financial information, personnel information, data, lists of and
     information concerning customers, suppliers, licensors, licensees, joint
     ventures, licensors, licensees, distributors and other persons and entities
     with whom CBMX does business, trade secrets, know-how, computer programs,
     equipment materials, designs, techniques or processes, formulae, plans,
     techniques, procedures, methods, trade marks, patents, copyrights, devices,
     software programs (functional specifications, source code and object code),
     improvements, inventions, marketing plans, strategies, forecasts,
     databases, patterns, compilations, and/or methods, owned by, developed by,
     known by, or assigned or otherwise conveyed to CBMX (collectively, the
     "Confidential Information"). All Confidential Information shall be the sole
     property of CBMX and its assigns, and CBMX and its assigns shall be the
     sole owner of all patents, copyrights and other rights in connection
     therewith. Acacia hereby assigns to CBMX any rights Acacia may have or
     acquire in such Confidential Information. To ensure the continued secrecy
     of the Confidential Information, Acacia agrees to keep the Confidential
     Information confidential and will not at any time during the term of this
     Agreement or at any time thereafter divulge any Confidential Information in
     any manner whatsoever to any person or entity (other than the Acacia's
     employees or agents with a genuine need to know such Confidential
     Information in order for Acacia to perform the Services) or use any
     Confidential Information outside of Acacia's relationship with CBMX.

     not include any information that (i) is or becomes within the public domain
     through no act of Acacia, (ii) was in the possession of the Acacia prior to
     its disclosure under this Agreement, as shown by written records, (iii) is
     independently developed by Acacia without reference to any Confidential
     Information, (iv) is received from a source other than CBMX or its
     affiliates, employees, agents, subcontractors or consultants without any
     restriction on its use or disclosure, as shown by written records or (v) is
     required by law to be disclosed in the written opinion of Acacia's legal

5.   WARRANTIES AND REPRESENTATIONS. Acacia represents and warrants that: (i)
     the Services will be performed in a professional and workmanlike manner and
     that Acacia personnel will use their best efforts; (ii) none of such
     Services or any part of this Agreement is or will be inconsistent with any
     obligation Acacia may have to others; (iii) all work under this Agreement

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     and none of the Services or any development, use, production, distribution
     or exploitation thereof will infringe, misappropriate or violate any
     intellectual property or other right of any person or entity (including,
     without limitation, Acacia); and, (iv) Acacia has the full right to provide
     CBMX with the assignments and rights provided for herein.

6.   TERMINATION. Sections 2, 3 and 4 survive termination and continue in full
     and force effect between the parties after the expiration or early
     termination of this Agreement.

7.   ASSIGNMENT. This Agreement and the services contemplated hereunder are
     personal to Acacia and Acacia shall not have the right or ability to
     assign, transfer, or subcontract any obligations under this Agreement
     without the written consent of CBMX. Any attempt to do so shall be void.

8.   CHANGES OR MODIFICATIONS. No changes or modifications or waivers to this
     Agreement will be effective unless in writing and signed by both parties.

9.   SEVERABILITY. In the event that any provision of this Agreement shall be
     determined to be illegal or unenforceable, that provision will be limited
     or eliminated to the minimum extent necessary so that this Agreement shall
     otherwise remain in full force and effect and enforceable.

10.  GOVERNING LAW. This Agreement shall be governed by and construed in
     accordance with the laws of the State of California without regard to the
     conflicts of laws provisions thereof.

11.  ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
     parties relating to the subject matter hereof. It is intended by the
     parties as a complete and exclusive statement of the terms of their
     agreement. It supercedes all prior negotiations and agreements, proposed or
     otherwise, whether written or oral between the parties concerning services
     provided by Acacia. Any representation, promise or agreement not
     specifically included in this Agreement shall not be binding upon or
     enforceable against either party. This is a fully integrated document.

12.  ARBITRATION. Any controversy or claim arising out of or relating to this
     Agreement, its enforcement or interpretation, or because of an alleged
     breach, default, or misrepresentation in connection with any of its
     provisions, or otherwise arising out of the employment of Acacia personnel
     by CBMX, including any claims for discrimination, sexual or other unlawful
     harassment, retaliation, breach of public policy, torts or the violation of
     any federal, state or local law, regulation or ordinance or the common law,
     shall be submitted to arbitration, which shall be final and binding, to be
     held in Los Angeles County, California in accordance with the American
     Arbitration Association Rules for Resolution of Employment Disputes then
     obtaining. In the event either party institutes arbitration under this
     Agreement, the parties shall bear their own costs.

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IN WITNESS WHEREOF, the parties have executed this agreement as of the date
written above.


By: /s/ Patrick de Maynadier

Its: Executive Vice President
     and General Counsel


By: /s/ Paul Ryan

Its: CEO