f10q0109ex10ii_bioneutral.htm


     

    Exhibit
10.2

     

     

    PROFESSIONAL SERVICES
AGREEMENT

    


    


    


    This
Agreement is made between BioNeutral Group, Inc. and Dorothy Canter Consulting,
LLC (“Consultant”).

    


    
      	
              1.  

            	
              Services
      to be Performed

            


    

    


    Consultant
agrees to review information provided by Client and provide expert advice
regarding environmental and/or homeland security concerns of
Client.

     

    
      	
              2.  

            	
              Payment

            


    

    


    In
consideration for the services to be performed by Consultant, Client agrees to
pay Consultant at the rate of $200.00 per hour according to
the terms of payment set forth below.

    


    Notwithstanding
the above, for any day consisting solely of travel, compensation for services
shall be limited to a maximum of ten (10) hours or actual travel time, whichever
is less.

     

    
      	
              3.  

            	
              Terms
      of Payment

            


    

    


    Consultant
shall invoice client on a monthly basis for all hours worked pursuant to this
Agreement during the preceding month.  Invoices shall be submitted on
Consultant’s letterhead specifying an invoice number, the dates covered in the
invoice, the hours expended, and a summary of the work performed during the
invoice period.  Client shall pay Consultant’s fee within 30 days
after receiving Consultant’s invoice.

     

    
      	
              4.  

            	
              Expenses

            


    

    


    Client
shall reimburse Consultant for the following expenses that are directly
attributable to work performed under this Agreement:

    


    
      	
              ·  

            	
              Normal
      travel expenses, including airfares, taxicabs, rental vehicles, parking,
      tolls and mileage in company or personal vehicles at $.55 cents per mile,
      lodging and meals while away from Consultant’s home
  office;

            


    

    
      	
              ·  

            	
              Telephone,
      fax, and online charges;

            


    

    
      	
              ·  

            	
              Postage
      and courier services;

            


    

    
      	
              ·  

            	
              Printing
      and reproduction, and

            


    

    
      	
              ·  

            	
              Any
      other expenses resulting from the work performed under this
      Agreement.

            


    

    


    


    Consultant
shall submit an itemized statement of Consultant’s expenses with monthly
invoices referenced in Section 3 above.  Client shall pay Consultant’s
expenses within 30 days after receiving Consultant’s invoice.

    
 

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    


    
      	
              5.  

            	
              Materials

            


    

    


    Consultant
will furnish all materials, equipment, and supplies used to provide the services
required by this Agreement.

     

    
      	
              6.  

            	
              Independent
      Contractor Status

            


    

    


    Consultant
is an independent contractor and in its capacity as such, Consultant agrees and
represents, and Client agrees, as follows:

    


    
      	
              ·  

            	
              Consultant
      has the right to perform services for others during the term of this
      Agreement;

            


    

    
      	
              ·  

            	
              Consultant
      has the sole right to control and direct the means, manner and method by
      which the services required by this Agreement will be
      performed;

            


    

    
      	
              ·  

            	
              Consultant
      has the right to perform the services required by this Agreement at any
      place or location and at such times as Consultant may
      determine;

            


    

    
      	
              ·  

            	
              Consultant
      has the right to hire assistants as subcontractors to provide the services
      required by this Agreement;

            


    

    
      	
              ·  

            	
              Consultant,
      and any subcontractors hired by Consultant, shall not receive any training
      from Client in the professional skills necessary to perform the services
      required by this Agreement; and

            


    

    
      	
              ·  

            	
              Consultant
      shall not be required by Client to devote full time to the performance of
      the services required by this
Agreement.

            


    

     

    
      	
              7.  

            	
              State
      and Federal Taxes

            


    

    


    Client
will not:

    


    
      	
              ·  

            	
              Withhold
      FICA (Social Security and Medicare taxes) from Consultant’s payments or
      make FICA payments on Consultant’s
behalf;

            


    

    
      	
              ·  

            	
              Make
      state or federal unemployment compensation contributions on Consultant’s
      behalf; and

            


    

    
      	
              ·  

            	
              Withhold
      state or federal income tax from Consultant
  payments

            


    

    


    Consultant
shall pay all taxes incurred while performing services under this Agreement,
including all applicable income and self-employment (Social Security)
taxes.  Upon demand, Consultant shall provide Client with proof that
such payments have been made.

     

    
      	
              8.  

            	
              Fringe
      Benefits

            


    

    


    Consultant
understands that Consultant is not eligible to participate in any employee
pension, health, vacation pay, sick pay, or other fringe benefit plan of
Client.

     

    
      	
              9.  

            	
              Terms
      of Agreement/Termination

            


    

    


    This
Agreement will become effective when signed by both parties, with the
understanding that both parties will sign the Agreement within thirty (30) days
of the date after the first party has signed.   This Agreement
will terminate on the date Consultant completes the services required by this
Agreement, or either party may terminate this Agreement at any time by giving
thirty days written notice to the other party of the intent to
terminate.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    
      	
              10.  

            	
              Exclusive
      Agreement

            


    

    


    This is
the entire Agreement between Consultant and Client.

     

    
      	
              11.  

            	
              Modifying
      the Agreement

            


    

    


    This
Agreement may be modified only by a written agreement signed by both
parties.

     

    
      	
              12.  

            	
              Confidentiality

            


    

    


    Consultant
acknowledges that it will be necessary for Client to disclose certain
confidential and proprietary information to Consultant in order for Consultant
to perform duties under this Agreement.  Consultant acknowledges that
any disclosure to any third party or any misuse of this proprietary or
confidential information could irreparably harm client.  Accordingly,
Consultant will not disclose or use, either during or after the term of this
Agreement, any proprietary or confidential information of Client without
Client’s prior written permission except to the extent necessary to perform
services on Client’s behalf.  Proprietary or confidential information
includes, but is not limited to:

    


    
      	
              ·  

            	
              Written,
      printed, graphic or electronically recorded materials furnished by client
      for Consultant to use that Client has specified to be proprietary or
      confidential information;

            


    

    
      	
              ·  

            	
              Business
      or marketing plans or strategies, customer lists, operating procedures,
      trade secrets, design formulas, know-how and processes, computer programs
      and inventories, discoveries and improvements of any kind, sales
      projections, and pricing
information;

            


    

    
      	
              ·  

            	
              Information
      belonging to customers and suppliers of Client about whom Consultant
      gained knowledge as a result of Consultant’s services to
      Client;

            


    

    
      	
              ·  

            	
              Any
      written or tangible information stamped “confidential”, “proprietary”, or
      with a similar legend; and

            


    

    
      	
              ·  

            	
              Any
      information that Client makes reasonable efforts to maintain
      secret.

            


    

    


    Consultant
shall not be restricted in using any material which is publicly available,
already in Consultant’s possession, or known to Consultant without restriction,
or which is rightfully obtained by Consultant from sources other than
Client.

    


    Upon
termination of Consultant’s services to Client, or at Client’s request,
Consultant shall deliver to Client all materials in Consultant’s possession
relating to Client’s business.

     

    
      	
              13.  

            	
              Applicable
      Law

            


    

    


    This
Agreement will be governed by the laws of the State of Maryland.

    


    
      	
              14.  

            	
              Signatures

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

     

    
      
        
          
            	 Dated:	CLIENT:
      

                     

                    ____________________________.

                     

                     

                    By:__________________________________________

                     

                     

                    CONSULTANT:

                     

                    Dorothy
      Canter Consulting, LLC

                  
	 	 
	 Dated:  March
      17, 2009  	
                    By:_______/s/_________________________________

                    Dorothy
      A. Canter, Principal Member

                     

                    Tax
      I.D. Number:
90-0443868