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Title: |
Services Agreement |
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Entities: |
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Date: |
2006 |
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Size: |
17KB total |
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Price: |
$38 |
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ID: |
#2271839 |
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Dated |
20 December 2005 |
| (1) | BIOPROGRESS PLC |
- and -
| (2) | DEXO BIOGENERICS LIMITED |
SERVICES AGREEMENT
THIS AGREEMENT is made the 20th day of December 2005
BETWEEN:
| (1) | BIOPROGRESS PLC , a company incorporated under the laws of England (company number 04617139) whose registered office is at Hostmoor Avenue, March, Cambridgeshire PE15 0AX (BioProgress); and |
| (2) | DEXO BIOGENERICS LIMITED, a company incorporated under the laws of England (company number 05582959) whose registered office is currently at c/o BioProgress Technology Limited, Hostmoor Avenue, March, Cambridgeshire PE15 0AX (Dexo). |
WHEREAS:
BioProgress has agreed to provide the Services to Dexo according to the terms of this Agreement.
NOW IT IS HEREBY AGREED as follows:
| 1. | DEFINITIONS |
In this Agreement, the following expressions shall unless the context otherwise requires have the following meanings:
Commencement Date the date of this Agreement;
Confidential Information shall be as defined in Clause 6.1;
Force Majeure in relation to either party any circumstances beyond the reasonable control of that party including without limitation any strike, lock-out, or other form of industrial action, act of God, war, riot, accident, fire, flood, explosion or government action;
Group in relation to any company, that company and any other company which, at the relevant time, is that companys holding company or subsidiary (as defined by s736 of the Companies Act 1985 as amended by the Companies Act 1989), or the subsidiary of any such holding company (as so defined), and a Member of a Group has a corresponding meaning;
Intellectual Property all Patents, claims in Patents, utility models, registered and unregistered trade marks, service marks, registered designs, applications for any of the foregoing and the right to apply for any of the foregoing in any part of the world, copyright, design right, approvals, data exclusivity rights, supplementary protection certificates, inventions, confidential information (including without limitation Know-how) and any other similar right situated in any country in the world;
Know How all information and materials not in the public domain of whatsoever nature, including without limitation ideas, discoveries, inventions, data, formulae, biological and chemical materials, techniques, procedures for experiments and tests, technical information, specifications, results of experiments and tests, design, sketches and records;
1
Patent all patents or letters patent, utility models and applications for any of the foregoing in any part of the world and any extensions of term thereof, continuations, continuations in part and all patents derived or claiming priority therefrom in any part of the world;
Services the Services detailed in the Schedule.
| 2. | PERFORMANCE OF SERVICES |
| 2.1 | BioProgress agrees to perform the Services for the term of this Agreement according to the terms of this Agreement. The Services shall be supplied at cost on a transfer pricing basis (based on reasonable market value) and their total value shall be included in the 500,000 loaned by BioProgress and repaid at an agreed time once Dexo is profitable under the separate resource agreement between the parties of even date herewith. |
| 2.2 | BioProgress shall provide the Services with all due care and skill. Dexo shall supply such advice and assistance as BioProgress reasonably requires in supplying the Services. |
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