ex10-6.htm


    AGREEMENT

     

    This
Agreement is made by and between Celldonate Inc. ("CUSTOMER"), with its
principal place of business at 325 - 1130 West Pender Street,
Vancouver  and Caring Capital Corporation ("FACILITATOR") with its
principal place of business at 305 - 1130 West Pender Street,
Vancouver.

     

    WHEREAS,
CUSTOMER desires to retain FACILITATOR to Facilitate the Technology Development
(the "Project") for CUSTOMER as described in the Work Plan (as defined in
Section I below);

     

    WHEREAS,
FACILITATOR desires to undertake the Project and agrees to do so under the terms
and conditions set forth in this Agreement;

     

    NOW,
THEREFORE, for good and valuable consideration, the parties agree as
follows:

     

    Section
1.  Work
Plan. FACILITATOR has prepared a Work Plan for the Project, which
includes the following:

     

    
      	
               
      

            	
              (a)

            	
              the
      Hiring and Payment of Development
Contractors;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Hiring and Payment of Development
Personnel;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Payment of costs involved with the development;
  and

            


    

     

    
      	
               
      

            	
              (d)

            	
              a
      timely reimbursement invoice to CUSTOMER
..

            


    

     

    Section
2. Payment.
The price for the Project shall be 1500 USD per month and reimbursement of
expenses made on behalf of CUSTOMER. The FACILITATOR can at its sole discretion
postpone invoices to a later stage of the technology development. At the
conclusion of the project an additional 10% of the total invoices shall be due
in convertible equity, kept in Convertible Notes at a share price valid on the
date of this contract.

     

    Section
3. Changes
in Workplan. If at any time following acceptance of the Work Plan,
CUSTOMER should desire to change the specifications or other elements of the
Work Plan, CUSTOMER shall submit to FACILITATOR a written proposal specifying
such changes. FACILITATOR shall evaluate each such proposal and shall submit to
CUSTOMER a written response within five (5) working days following receipt
thereof. FACILITATOR’s response shall include a statement of the availability of
personnel and resources, as well as the effect the proposed changes will have on
the price, delivery dates or warranty provisions of this
Agreement.

     

    Any
changes to the Work Plan shall be evidenced by a "Work Plan Amendment." The Work
Plan Amendment shall be signed by authorized representatives of FACILITATOR and
CUSTOMER, and shall be deemed a part of this Agreement. If FACILITATOR does not
approve the Work Plan Amendment, he shall not be obligated to perform any
additional services hereunder.

     

    Section
4. Authority.
FACILITATOR and CUSTOMER each hereby represent and warrant that the execution,
delivery and performance of this Agreement has been duly authorized and that the
Agreement is a legal, valid and binding agreement of Web Designer and Customer,
enforceable in accordance with its terms. Web Designer and Customer further
represent that this Agreement does not breach or violate any agreement to which
it is a party or to which it is bound.

     

    Section
5. Rights
to Work Product. FACILITATOR hereby acknowledges that the Deliverables
and any other documentation, materials or intellectual property hereunder
(collectively, the "Work Product") are works which have been specially
commissioned by CUSTOMER and are "work made for hire" for CUSTOMER and CUSTOMER
shall own all right, title, and interest therein. CUSTOMER shall be considered
the author of the Work Product for purposes of copyright and shall own all the
rights in and to the copyright of the Work Product and, as between CUSTOMER and
FACILITATOR, only CUSTOMER shall have the right to obtain a copyright
registration on the same which CUSTOMER may do in its name, its trade name or
the name of its nominee(s). Accordingly, among other things, CUSTOMER is the
author and owner of the Work Product and shall have the sole and exclusive
rights to do and authorize any and all of the acts set forth in Section 106 of
the Copyright Act with respect to the Work Product and any derivatives thereof,
and to secure any and all renewals and extensions of such copyrights. To the
extent FACILITATOR does not own such Work Product as a work made for hire,
FACILITATOR hereby assigns, transfers, releases and conveys to Customer all
rights, title and interest to such Work Product, including but not limited to
all other patent rights, copyrights, and trade secret
rights.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
6.  Confidentiality.

     

    
      	
               
      

            	
              (a)

            	
              Confidential
      Information: For purposes of this Agreement, the term "Confidential
      Information" means all information that is not generally known by the
      public and that: (i) is obtained by FACILITATOR from CUSTOMER, or that is
      learned, discovered, developed, conceived, originated, or prepared by
      FACILITATOR during the process of performing this Agreement, and (ii)
      relates directly to the business or assets of Customer. The term
      "Confidential Information" shall include, but shall not be limited to:
      inventions, discoveries, trade secrets, and know-how; computer software
      code, designs, routines, algorithms, and structures; product information;
      research and development information; lists of clients and other
      information relating thereto; financial data and information; business
      plans and processes; and any other information of CUSTOMER that CUSTOMER
      informs FACILITATOR, or that FACILITATOR should know by virtue of its
      position, is to be kept
confidential.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Obligation
      of Confidentiality: During the term of this Agreement, and at all
      times thereafter, FACILITATOR agrees that he will not disclose to others,
      use for his own benefit or for the benefit of anyone other than CUSTOMER,
      or otherwise appropriate or copy, any Confidential Information, whether or
      not developed by FACILITATOR, except as required in the performance of its
      obligations to CUSTOMER hereunder. The obligations of FACILITATOR under
      this paragraph shall not apply to any information that becomes public
      knowledge through no fault of
  FACILITATOR.

            


    

     

    Section
7.  Term
of Agreement. This Agreement commences on the date it is executed and
shall continue until full performance by both parties, or until earlier
terminated by one party under the terms of this Agreement.

     

    Section
8.  Termination
of Agreement. This Agreement may be terminated by CUSTOMER at its sole
election upon thirty (30) days prior written notice to FACILITATOR. Upon such
termination, all amounts owed to FACILITATOR under this Agreement for completed
work in accordance with the Work Plan shall become due and payable. At such
time, FACILITATOR shall deliver all completed work to
CUSTOMER.

     

    If
this Agreement is terminated by FACILITATOR because of CUSTOMER’s default of his
obligations hereunder, CUSTOMER may, after thirty (30) days written notice to
FACILITATOR and a reasonable opportunity to cure:

     

    
      	
               
      

            	
              (a)

            	
              require
      FACILITATOR to immediately deliver to CUSTOMER all Work Product developed
      by FACILITATOR under this Agreement and pay FACILITATOR all amounts owed
      for the work performed under this Agreement and accepted by CUSTOMER,
      whereupon Customer shall have complete right, title and interest in such
      work and all rights, permissions and licenses granted to CUSTOMER by
      FACILITATORner under this Agreement shall continue, in perpetuity as
      royalty-free and fully paid rights;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              pursue
      all legal and equitable remedies against
  FACILITATOR.

            


    

     

    If
FACILITATOR terminates this Agreement because of CUSTOMER’s default, after a
thirty (30) day written notice to CUSTOMER and an opportunity to cure,
FACILITATOR may require:

     

    
      	
               
      

            	
              (a)

            	
              Customer
      to pay all amounts then due to FACILITATOR under this Agreement for any
      work which has been completed and accepted by CUSTOMER, whereupon Customer
      shall have complete right, title and interest in such work and all rights
      and licenses granted to CUSTOMER by FACILITATOR under this Agreement shall
      survive as royalty­ free and fully paid-up;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              pursue
      all legal and equitable remedies against
  CUSTOMER.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
9.  General
Provisions.

     

    
      	
               
      

            	
              (a)

            	
              Complete
      Agreement: This Agreement together with all exhibits, appendices or
      other attachments, is the sole and entire Agreement between the parties
      relating to the subject matter hereof. This Agreement supersedes all prior
      understandings, agreements and documentation relating to such subject
      matter. In the event of a conflict between the provisions of the main body
      of this Agreement and any attached exhibits, appendices or other
      materials, this Agreement shall take
  precedence.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Modification
      to Agreement: Modifications and amendments to this Agreement shall
      be enforceable only if they are in writing and are signed by authorized
      representatives of both
parties.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Waive:
      No term or provision of this Agreement shall be deemed waived and no
      breach excused unless such waiver or consent is in writing and signed by
      the party claimed to have waived or
  consented.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Reasonable
      Costs: In the event of any controversy concerning or related to
      this Agreement or the performance of this agreement, the prevailing party
      shall be entitled to recover its reasonable expenses (including reasonable
      attorneys' fees) incurred in resolving such controversy, in addition to
      any other relief that may be
available.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Severability:
      If any provision of this Agreement is held invalid, void or unenforceable
      under any applicable statute or rule of law, it shall to that extent be
      deemed omitted, and the balance of this Agreement shall be enforceable in
      accordance with its terms.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Bankruptcy.
      If either party hereto (a) shall be adjudicated a bankrupt or an order
      appointing a receiver of it or of the major part of its property shall be
      made, or an order shall be made approving a petition or answer seeking its
      reorganization under any applicable bankruptcy law, and in any such case
      shall not be stayed within 10 days, or (b) shall institute proceedings for
      a voluntary bankruptcy or apply for or consent to the appointment of a
      receiver of itself or its property, or shall make an assignment for the
      benefit of its creditors, or shall admit in writing its inability to pay
      its debts generally as they become due, for the purpose of seeking a
      reorganization under the federal bankruptcy laws or otherwise, then in any
      one or more of such events listed in (a) or (b) above, the other party may
      terminate this agreement by giving at least 10 days prior
      notice.

            


    

     

    Each
party represents and warrants that on this date they are duly authorized to bind
their respective principals by their signatures below.

     

    
      
        	
                FACILITATOR:

              	
                CUSTOMER:

              
	 
      	 
      
	
                Caring
      Capital Corporation

              	
                Celldonate
      Inc

              
	 
      	 
      
	
                By:
      David Strebinger

              	
                By:
      Michael Palethorpe

              
	
                Title:
      CEO

              	
                Title:
      Director

              
	 
      	 
      
	
                Date:
      August 15, 2006

              	
                Date
      August 15, 2006

              
	 
      	 
      
	
                Signature: /s/
      David Strebinger

              	
                Signature:
      /s/
      Michael
Palethorpe