Sample Business Contracts

Consulting Services Agreement - Sequenom Inc. and Lindsay Farrer

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        SEQUENOM, INC.                             SEQUENOM                          Sequenom GmbH
  11555 Sorrento Valley Road                         LOGO                        Mendelssohnstrasse 15 D
San Diego, CA  92121-1331 USA                                                    D-22761 Hamburg Germany
    Tel. +1-619-350-0345                                                           Tel. +49-40-899676-0
    Fax. +1-619-350-0344                                                          Fax. +49-40-899676-10                                                    

                         CONSULTING SERVICES AGREEMENT

     THIS AGREEMENT is entered into this first day of March, by and between
Sequenom, Inc. (the "Company") and Dr. Lindsay Farrer ("Consultant").

     NOW, THEREFORE, it is agreed as follows:

     1.  Definitions:  As used herein:

         (a) The term "Products" shall mean the devices, if any, proposed to be
         developed by, or with the assistance of, Consultant hereunder as
         defined, and with the specifications set forth in Exhibit hereto.

         (b) The term "Technology" shall mean the results and product (interim
         and/or final) of the consulting services performed by Consultant
         hereunder, whether tangible or intangible, including, without
         limitation, each and every invention, formula, trade secret, software
         program (including without limitation, object code, source code, flow
         charts, algorithms and related documentation), listing, routine,
         manual, specification, technique, product, concept, know-how, or
         similar property, whether or not patentable or copyrightable and
         whether or not embodied in any Products, that are made, developed,
         perfected, designed, conceived or first reduced to practice by
         Consultant, either solely or jointly with others, in the course and
         scope of the consulting services performed hereunder.

     2.  Engagement and Performance of Services

         (a)  Engagement.  The Company hereby engages Consultant to perform
              consulting services in accordance with the terms and conditions of
              this agreement. The specific task and services to be performed by
              Consultant are set forth on Exhibit A attached hereto. If such
              services include the development of specific Products, the
              specifications of such Products are as set forth on Exhibit A
              attached hereto.

         (b)  Facilities, Equipment and Supplies. The Consultant shall provide,
              at his own cost, supplies necessary to perform the consulting
              services hereunder.

         (c)  Other Services.  The Company acknowledges and agrees that,
              subject to its obligations hereunder, Consultant shall have the
              right to engage in research and development and consulting
              activities for himself and others during the term of this
              Agreement; provided, however, that Consultant

              shall not perform any consulting services for an actual or
              potential competitor of the Company during the term of this

         (d)  Duration of Services.  The Company and the Consultant recognize
              that duration of services will not exceed one (1) year.

         (e)  Compensation.  As compensation for the consulting services
              provided by Consultant hereunder, the Company shall pay to
              Consultant *** agreement that the project must not exceed ***. In
              addition Consultant will receive ***.

         (f)  Expenses.  In addition to the compensation specified in
              subsection 2 (d), the Company will pay reasonable out of pocket
              expenses incurred by Consultant and approved in advance by the
              Company in the furtherance of or in connection with the
              performance of consulting services hereunder.

         (g)  No Violation of Other's Rights.  Consultant represents and
              warrants that in the course of performing services hereunder
              Consultant will not infringe or wrongly appropriate any patents,
              copyrights, trade secret rights, or other intellectual property
              rights of any person or entity anywhere in the world.

     3.   Protection of Confidential Information.  On or before the date hereof,
          the Company and the Consultant shall have entered into a separate
          agreement regarding Consultant's use of confidential information.

     4.   Property Rights.  All right, title and interest in and to the Products
          (if any) and the Technology shall at all times be and remain the sole
          and exclusive property of the Company, and the Products and the
          Technology shall be deemed to be works made for hire.  The parties
          agree that any patents, trademarks or copyrights that may issue
          relating to any of the Products or the Technology shall be in the name
          of and assigned to the Company.  If the Consultant is acting on the
          behalf of his employer then any Agreement between the employer and
          Company shall take precedence.

     5.   Term and Termination.  The terms of this agreement may be terminated
          at any time.  The provisions of Sections 3 and 4 hereof shall survive
          the termination of this Agreement.

     6.  Miscellaneous.

         (a)  Relationships of Parties.  Consultant shall at all time during
              the performance of his services hereunder be an independent
              contractor, maintaining sole and exclusive control over its
              business and operations. At no time will either party hold itself
              out to be the agent, employee, lessee, sublessee, partner or joint
              venturer of the other party. Neither party hereto shall have the
              express or implied right or authority to assume or

     *** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the commission.


              create any obligation on behalf of or in the name of the other
              party, or to bind the other party in regard to any contract,
              agreement or undertaking with any third party.

         (b)  Entire Agreement.  This Agreement, together with the exhibits
              attached hereto, constitutes the entire agreement between the
              parties relating to the subject matter hereof and supersedes all
              prior written or oral negotiations, representations or agreements.
              No modification of this Agreement shall be binding on either party
              unless it is in writing and signed by both parties.

         (c)  Severability.  The provisions of this Agreement are severable,
              and if one or more provisions are judicially determined to be
              illegal or otherwise unenforceable, in whole or in part, the
              remaining provisions or portions of this Agreement shall
              nevertheless be binding on and enforceable by and between the
              parties hereto.

         (d)  Assignment.  This Agreement shall inure to the benefit of and be
              binding upon the successors and assigns the parties hereto;
              provided, however, that Consultant shall not transfer or assign
              this Agreement without the prior written consent of the Company.

         (e)  Governing Law. The rights and obligations of the parties to this
              agreement shall be governed by and construed in accordance with
              the laws of California.

         (f)  Headings.  Section headings are for convenience of reference only
              and shall not be considered in the interpretation of this

         (g)  Unavoidable Delays.  Either party shall be excused for any delays
              or defaults in the performance of this Agreement (except the
              payment of amounts due and payable hereunder) unavoidably caused
              by the act of the other, the act of any agent of the other, the
              act of any governmental authority, acts of God, the elements, war,
              litigation, strikes, walkouts, or any other cause beyond
              reasonable control. Each party shall use all reasonable diligence
              to avoid any such delay or default and to resume performance under
              this Agreement as soon as practicable after such delay or default.

         (h)  Notices.  All notices, requests, demands and other communications
              to be given pursuant to this Agreement shall be in writing and
              shall be deemed to have been duly given if delivered by hand or
              mailed by registered or certified mail, return receipt same day by
              First Class mail, postage prepaid, or by dispatch by an
              internationally recognized express courier service, and in each
              case addressed as follows:

          If to Consultant:     Dr. Lindsay Farrer
          ----------------      Chief, Genetics Program


                                Boston University School Of Medicine
                                715 Albany Street
                                Boston, MA 02118

          If to the Company:    Sequenom, Inc.
          -----------------     11555 Sorrento Valley Road
                                San Diego, CA 92121
                                Attn:  Dr. Andi Braun
                                VP R&D - Medical Applications

          or such other address as either party hereto shall have designated by
          notice in writing to the other party.

          (i)  Attorneys' Fees and Costs.  Should litigation arise concerning
               the enforcement or interpretation of this Agreement, the
               prevailing party shall be entitled to recover its reasonable
               attorney's fees and costs as determined by the court.

          IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
          the date first above written.

SEQUENOM, INC.                             CONSULTANT:

By:   /s/ A. Braun                         /s/ Lindsay Farrer
   ----------------------------            ----------------------
Title:  VP R&D-Med Appl.                   Dr. Lindsay Farrer


                                   EXHIBIT A

The term of the Agreement shall be the period from March 1, 1999 to February 28,
2000, subject to termination in accordance with section 5.


The consultant will:

1.   Provide advice and technical assistance to Sequenom on *** San Diego,
     including *** for computing.

2.   Provide supervision of ***.

3.   Assist in *** projects conducted within Sequenom but also together with
     third parties. If the Consultant is acting on the behalf of his employer
     then any Agreement between the employer and Sequenom shall take precedence.

4.   Make every reasonable effort to regular communications with Sequenom
     personnel via phone, fax, courier, or normal mail and spend up to three
     times for at least 2 days in Sequenom San Diego.

     *** Portions of this page have been omitted pursuant to a request for
Confidential Treatment and filed separately with the commission.