Exhibit 10.2


 





  CONSULTING AGREEMENT 




 


THIS
CONSULTING AGREEMENT (the “Agreement”) is made as of the 6th day of March, 2015 (the “Effective
Date”), by and between VIRTUALSCOPICS, INC, a Delaware company ("VS”), and Michael
E. Woehler, with a current mailing address of 317 Cedar Street, Chatham,
MA 02633 ("Consultant”). 


 


RECITALS:


 


WHEREAS, Consultant
is an expert in the area of clinical trial imaging industry,


 


WHEREAS, VS desires
to retain Consultant to provide the services set forth in this Agreement;


 


PROVISIONS:


 


NOW, THEREFORE,
in consideration of the mutual covenants and promises herein contained, and for other good and valuable consideration the receipt
and sufficiency of which are expressly acknowledged, the parties hereby agree as follows:


 


1.     
Duties and Responsibilities. 


 


(a)   
Services. During the term of this Agreement Consultant shall
perform the services (the “Services”) as follows:


 


(i)                
Services include, but are not limited to face to face meetings in Rochester and/or where necessary, telephone calls, third
party meetings and other consulting services with the CEO, Members of the Executive Leadership Team and other key employees. The
purpose of the Services is to assist with general industry discussions and understanding, improve operational efficiencies and
design a strategic plan for the Company


 


(ii)              
Consultant shall commit up to 1 to 11⁄2 days per week for consulting.


 


(iii)            
Consultant agrees to personally perform the Services.


 


2.     
Term and Termination. 


 


(a)   
Unless earlier terminated as provided in this Section, the term
of this Agreement shall commence on the Effective Date and shall continue for six months unless terminated as outlined in section
2.


 


(b)  
Either party may terminate this Agreement in the event the other party materially breaches this Agreement, and fails to cure such
breach within fifteen (15) days after receiving written notice of such breach.


 






    	 



    	 



    

 


(c)   
VS may terminate this Agreement immediately upon notice to Consultant in the event of any breach by Consultant of Section 4 hereof.



 


(d)  
If Consultant consistently fails to make himself/herself available as generally required or is not performing the Services routinely
throughout the term of this Agreement, then Consultant shall be deemed in material breach of this Agreement. 


 


(e)   
This Agreement may be cancelled for any reason upon 30 days written notice to Consultant. Upon termination, Consultant will use
best efforts to close out any remaining activities and not incur additional expenditures other than those required to close out
the Agreement.


 


(f)   
Upon termination of this Agreement the provisions of Sections 4, 5, 6, 7, 8(b)(c), 9, and 10(c)(d)(f)(g) hereof, and any other
provision that by its nature survives termination of this Agreement, shall survive termination of this Agreement. 


 


3.     
Compensation and Expenses. 


 


(a)   
In consideration of Consultant’s performance of the Services during the term of this Agreement, VS shall compensate Consultant
at a rate of $7,500 per month. Invoices must be submitted by the 6th of each month in arrears. The first invoice is
due on April 6, 2015 and the last invoice on September 6, 2015. Payment shall be due within 30 days upon receipt of invoice from
Consultant. All amounts shall be paid in U.S. Dollars. 


 


(b)  
Consultant’s traveling and related expenses may be subject to reimbursement by VS so long as such expenses are pre-approved
by VS prior to Consultant incurring the expense. Travel time to and from VirtualScopics is not a reimbursable charge. 


 


(c)   
Consultant shall be solely responsible for all costs and expenses, including any income taxes, sales taxes, benefit costs and the
like, if any, attributable to the Services being performed by Consultant hereunder, and shall indemnify and hold VS harmless from
any and all claims in respect thereof.


 






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4.     
Confidential Information.


 


(a)   
Definition of Confidential Information. “Confidential
Information” means any and all trade secrets, confidential knowledge, or any other proprietary information existing as of
the date of this Agreement, or thereafter developed, pertaining to VS or the Sponsor, its affiliates and subsidiaries, or any of
their respective existing or prospective clients, customers, or consultants. By way of illustration but not limitation, “Confidential
Information” includes (i) inventions, ideas, concepts, improvements, discoveries, trade secrets, processes, data, programs,
knowledge, know-how, designs, techniques, formulas, test data, computer software (including object and source code), other works
of authorship and designs whether or not patentable, copyrightable, or otherwise protected by law (hereinafter collectively referred
to as “Inventions”) (ii) information regarding new developments, new products and services, marketing plans and strategies,
merchandising and selling, business plans and processes, data models, strategies, forecasts, projections, profits, investments,
operations, financings, records, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers;
(iii) identity, requirements, preferences, practices and methods of doing business of specific parties with whom a party transacts
business, and information regarding the skills and compensation of employees of such party and independent contractors performing
services for such party; and (iv) the terms of this Agreement. 


 


(b)  
Confidentiality Obligations. Consultant acknowledges that
irreparable injury and damage will result from disclosure of the Confidential Information to third parties or its use for purposes
other than those connected with the Services. Consultant agrees, during the term of this Agreement and indefinitely after termination
of this Agreement: 


 


(i)                
To hold the Confidential Information in strictest confidence.


 


(ii)              
Not to disclose Confidential Information to any third party except as specifically authorized herein or as specifically authorized
by VS in writing, and to use all precautions reasonably necessary to prevent the unauthorized disclosure of the Confidential Information,
including without limitation, protection of documents from theft, unauthorized duplication and discovery of contents, and restrictions
on access by other persons to the Confidential Information.


 


(iii)            
Not to make or use any copies, synopses or summaries of oral or written material made available by VS to Consultant, except as
are necessary to carry out Consultant’s duties and/or obligations as a Consultant as set forth in this Agreement.


 


(iv)             
In the event of disclosure in accordance with Section 4(b)(ii) hereof, to limit disclosure to persons with a bona
fide need to know the Confidential Information, Consultant agrees to communicate to all persons to whom such Confidential
Information is made available the strictly confidential nature of such Confidential Information and to obtain from all such persons
an agreement in writing to be bound by the restrictions imposed by this Agreement.


 






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(v)               
In the event Consultant is required by law to disclose such Confidential Information, to provide VS with prompt written notice
of such requirement so that VS may seek a protective order or other appropriate remedy and/or waive compliance with the provisions
of this Agreement; in the event that such protective order or other remedy is not obtained, or that VS waives compliance with the
provisions of this Agreement in writing, to furnish only that portion of Confidential Information that is legally required and
to use Consultant’s best efforts to obtain reliable assurance that confidential treatment will be accorded to that portion
of the Confidential Information to be disclosed.


 


(c)   
Return of Confidential Information. Upon VS request and upon the termination of this Agreement, Consultant will promptly
return to VS all written material and other documentation which includes any of the Confidential Information, and will, at VS request,
provide VS with a written certification that Consultant has done so.


 


(d)  
Unauthorized Disclosure of Confidential Information. If it appears that Consultant has disclosed, or has threatened to disclose,
any Confidential Information in violation of this Section, VS shall be entitled to an injunction to restrain Consultant from disclosing,
in whole or in part, such information as a result of Consultant’s violation of this Section. VS shall not be prohibited by
this provision from pursuing all other legal and equitable remedies available, including a claim for losses and damages.


 


(e)   
Permitted Disclosures. In order to permit Consultant to communicate with customer contacts regarding VS’ business
and capabilities without breaching this Section, Consultant will confer with VS from time to time so that the parties can determine
appropriate guidelines for such customer discussions.


 


5.     
Advisory Nature of Services; Inventions. 


 


(a)   
It is understood and agreed that Consultant’s role hereunder
is that of an advisor, educator, and facilitator rather than a developer of new or modified Inventions. However, the parties recognize
that circumstances may arise where, intentionally or unintentionally, Consultant may conceive, reduce to practice, produce, create,
author, or develop one or more Inventions in connection with the performance of the Services, whether alone or jointly with others,
in which case, Consultant shall immediately notify VS in writing of any such Invention, at which time the parties shall determine
the parties’ respective rights and interests in such Invention. 


 






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(b)  
In the event the parties determine that VS is the sole owner of
any Invention described in clause (a) above, then Consultant shall agree in writing, to the extent applicable, that such Invention,
is a “work made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C., Section 101). In
the event that any rights to the Invention are deemed not to be works made for hire, or in the event Consultant should, by operation
of law, be deemed to retain any rights in such Invention, Consultant hereby irrevocably assigns without any further consideration
all of Consultant’s rights, title and interest, if any, in and to such Invention to VS. Consultant agrees that VS, as the
owner of all rights to the Invention, shall have the full and complete right to prepare and create derivative works based upon
the Invention, and to use, make, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, offer to sell,
import, publicly perform and publicly display, integrate, modify, and otherwise exploit by all means now known or later developed,
such Invention and derivative works anywhere throughout the world. Consultant further irrevocably and unconditionally transfers
and assigns to VS, without any further consideration, any and all Moral Rights (as hereinafter defined) Consultant may have in
or with respect to the Invention. To the extent that Consultant cannot assign such rights, Consultant shall waive and agree never
to assign such rights to a competitor of VS, VS’ successors-in-interest, or any of their licensees. “Moral Rights”
shall mean any right to (i) divulge the Invention to the public; (ii) retract such Invention from the public; (iii) claim authorship
of such Inventions; (iv) object to any distortion, mutilation, or other modification of such Invention; and (v) any and all similar
rights, existing under judicial or statutory law of any country or jurisdiction in the world, or under any treaty regardless of
whether or not such right is called or generally referred to as a “moral right.”


 


(c)   
In the event (i) the parties determine that Consultant is the owner
of any Invention described in clause (a) above, or (ii) the issue of ownership cannot be resolved by the parties, and the question
of ownership is determined by a judge or other judicial or similar body, and such party determines that Consultant is the owner
of the Invention in question, then, notwithstanding any ownership rights of Consultant in the Invention, Consultant hereby grants
VS a non-exclusive, perpetual, irrevocable, royalty-free license, with a right of sublicense, to use, make, reproduce, publish,
print, copy, market, advertise, distribute, transfer, sell, offer to sell, import, publicly perform and publically display, integrate,
modify, prepare and create derivative works of, and otherwise exploit for internal, commercial, or any other purpose the Invention
for the term of this Agreement and indefinitely after termination of this Agreement. Further, Consultant agrees that, notwithstanding
any ownership rights of VS in the Invention pursuant to Section 5(c) of this Agreement, Consultant shall be permitted to use, modify,
and exploit the Invention as agreed to by the parties in writing. Consultant agrees that any sublicense or transfer of the Invention
by Consultant to a third party shall be subject to the foregoing limitations. 


 


(d)  
In the event it is determined that a third party has ownership
interests in any Invention described in clause (a) above, then Consultant shall use Consultant’s best efforts to obtain from
the third party a license grant for VS’ benefit with the rights and benefits described in clause (c) above, and to cause
the third party to agree to the limitations on use of the Invention described in clause (c).


 






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6.     
License of Tools and/or Data. It is understood that
as of the Effective Date Consultant may own certain Inventions or other general concepts and techniques currently employed or currently
developed by Consultant, any of which Consultant may be required to employ in performing the Services hereunder. To the extent,
if any, Consultant is required to employ any such Invention Consultant shall first notify VS in writing, and, if VS agrees to the
use of such Invention by Consultant, the parties shall set forth the Invention as an exhibit to this Agreement (any such Invention
set forth in an exhibit is hereinafter referred to as a “Tool”). , At the time a Tool is identified in an exhibit hereto,
Consultant hereby grants to VS a non-exclusive, perpetual, irrevocable, royalty-free license, with a right of sublicense, to use,
make, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, offer to sell, import, publicly perform and
publically display, integrate, modify, prepare and create derivative works of, and otherwise exploit the Tool for internal, commercial,
or any other purpose during the term of this Agreement and indefinitely after termination of this Agreement. 


 


7.     
Damages. 


 


(a)   
Because of the difficulty of measuring economic losses to VS as
a result of the breach or threatened breach of the covenants set forth in Sections 4, 5, or 6 hereof, and because of the immediate
and irreparable damage that would be caused to VS for which it would have no other adequate remedy, Consultant agrees that, in
the event Consultant breaches any of the covenants set forth in Sections 4, 5, or 6 hereof, such covenants may be enforced by VS
by, without limitation, injunctions and restraining orders. Nothing herein shall be construed as prohibiting VS from pursuing any
other available remedy for such breach or threatened breach, including the recovery of damages. Each of the rights and remedies
enumerated in this Section shall be independent of the other, and shall be severally enforceable, and such rights and remedies
shall be in addition to, and not in lieu of, any other rights and remedies available to VS under law or equity.


 


(b)  
If any provision of Sections 4, 5, or 6 hereof is held to be unenforceable
because of the scope, duration or area of its applicability, the entity making such determination shall have the power to modify
such scope, duration or area, or all of them, and such provision or provisions shall then be applicable in such modified form.


 


8.     
Representations and Warranties; Indemnification. 


 


(a)   
Consultant hereby represents and warrants to VS as follows:


 


(i)                
Consultant is authorized to enter into this Agreement and perform as contemplated herein;


 


(ii)              
in performing hereunder, Consultant will comply materially with U.S. and applicable international laws, rules, and regulations,
and, if advised by VS of Consultant’s failure to comply materially with applicable U.S. and International laws, such that
VS has a good faith reason to believe that VS, its business, or the continuation of this Agreement will be impaired, Consultant
will take reasonable steps (taking into account Consultant’s available resources) to comply materially with such law;


 






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(iii)            
the Services will be performed in a diligent and professional manner, using reasonable care;


 


(iv)             
to the best of Consultant’s knowledge, the Services will not violate any trademark, trade secret, copyright, patent or other
intellectual property right of any third party;


 


(v)               
Consultant’s performance under this Agreement will not violate any contract, agreement, or other document to which Consultant
is subject or violate any rules of independence as it relates to the Project or the Project Sponsor;


 


(b)  
Consultant will defend, indemnify and hold harmless VS from and
against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including
reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses
(or actions in respect thereof) arise out of or are based on (i) the grossly negligent or intentional acts or omissions of Consultant,
(ii) a material breach of any representation, warranty or covenant made by Consultant hereunder, or (iii) a claim that any Work,
Invention, or Tool infringes the patent, trademark, trade secret, copyright, or other intellectual property right of any third
party, except to the extent that VS’ use or modification of the foregoing has contributed to any such infringement claim.







 


(c)   
VS will defend, indemnify and hold harmless Consultant from and
against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (any or
all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise
out of or are based on (i) the grossly negligent or intentional acts or omissions of VS, (ii) a material breach of any representation,
warranty or covenant made by VS hereunder, or (iii) a claim that any Work, Invention, or Tool infringes the patent, trademark,
trade secret, copyright, or other intellectual property right of any third party, except to the extent that Consultant’s
use or modification of the foregoing has contributed to any such infringement claim. 


 


9.     
Publicity. VS shall have the right to refer
to Consultant verbally and in writing in connection with VS’s business. If applicable, such references may include descriptions
of Consultant’s research findings and publications as they relate to VS’ services, with particular emphasis on the
value being added to VS’s services by way of this Agreement insofar as it does not violate any existing Confidentiality agreements.



 






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10. 
General.


 


(a)   
Notices. Except as otherwise provided in this Agreement,
notices required to be given pursuant to this Agreement shall be effective when received, and shall be sufficient if given in writing,
hand delivered, sent by facsimile with confirmation of receipt, sent by First Class Mail, return receipt requested (for all types
of correspondence), postage prepaid, or sent by overnight courier service and delivered to the addresses appearing on the first
page of this Agreement. Any notice to VS sent pursuant to this Section shall be addressed to Finance .


 


(b)  
Independent Contractor. Consultant is, and at all times will be, an independent contractor. Nothing in this Agreement
shall be deemed to create an employer/employee, principal/agent, or joint venture relationship. Unless expressly agreed to in writing,
neither party has the authority to enter into any contracts on behalf of the other party or otherwise act on behalf of the other
party.


 


(c)   
Governing Law and Jurisdiction; No Trial by Jury. This Agreement
shall be governed by New York law, without regard to conflicts of law principles. The federal and state courts located in Monroe
County, New York shall have exclusive jurisdiction over any such claim brought under this Agreement, and the parties hereby consent
to the personal jurisdiction of such courts. 


 


(d)  
Entire Agreement. Subject to the Indemnification Agreement entered into between Consultant and VS dated March 2, 2015, which
remains in full force and effect, this Agreement is the entire agreement between the parties and supersedes and replaces all other
agreements oral and written with respect to its subject matter. This Agreement may not be modified, amended or terminated except
by a writing signed by all parties to it.


 


(e)   
Assignment. Consultant may not assign any of Consultant’s rights or obligations under this Agreement to any other
person or entity (including any subcontractor), without the prior written consent of VS. All of the terms and conditions of this
Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the respective successors and assigns
of the parties. Any attempted assignment in conflict with the terms herein shall be deemed null and void. 


 


(f)   
Remedies. The parties acknowledge that the financial hardship to a non-defaulting party as a result of breach of this Agreement
may be difficult or impossible to measure in dollars and that no remedy at law will be adequate to compensation the non-breaching
party for such violation; therefore, in any action to enforce this Agreement, a party shall be entitled to preliminary, temporary
or permanent injunctive relief and the other party waives the defense of adequate remedy at law, acknowledging that no such remedy
exists. In the event of litigation to enforce the terms and conditions of this Agreement, the losing party agrees to pay the substantially
prevailing party's costs and expenses incurred including, without limitation, reasonable attorneys' fees. Each and all of the rights
and remedies provided for in the Agreement shall be cumulative. No one right or remedy shall be exclusive of the others or any
right or remedy allowed in law or in equity. 


 






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(g)  
Waiver. No waiver by VS of any failure by Consultant to keep or perform any promise of condition of this Agreement shall
be a waiver of any proceeding or succeeding breach of the same or any other promise or condition. No waiver of VS of any right
shall be construed as a waiver of any other right.


 


IN WITNESS WHEREOF,
each of the parties hereto has executed this Agreement as of the Effective Date.


 





	 	VIRTUALSCOPICS, INC
	 	 	 
	 	By:    	/s/ James Groff
	 	 	James Groff
	 	 	 
	 	CONSULTANT
	 	 	 
	 	By:  	/s/
Michael E. Woehler
	 	 	Michael E. Woehler







 






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