employees of the Company and Consultant shall be wholly responsible forthe professional performance of the Services by his Assistants such that the results aresatisfactory to the Company. Consultant shall expressly advise the Assistants of the terms of thisAgreement, and ensure that any Assistants who have access to the Confidential Information (definedbelow) are bound by a non-disclosure agreement in content substantially equivalentto the provisions hereof prior to any disclosure of the Confidential Information to such persons.          (b) No Authority to Bind Company. Neither Consultant, nor any partner, agent oremployee of Consultant, has authority to enter into contracts that bind the Company or createobligations on the part of the Company without the prior written authorization of the Company.          (c) No Benefits. Consultant acknowledges and agrees that Consultant (or Consultant’semployees, if Consultant is an entity) will not be eligible for any Company employee benefits,other than for stock options under the Company’s 2009 Stock Incentive Plan and, to the extentConsultant (or Consultant’s employees, if Consultant is an entity) otherwise would be eligible forany Company employee benefits but for the express terms of this Agreement, Consultant (on behalf ofitself and its employees) hereby expressly declines to participate in such Company employeebenefits.          (d) Social Charges; Indemnification. The Company will pay the social charges associatedwith Consultant’s fees received under this Agreement. Consultant shall have full responsibilityfor applicable social charges for all compensation paid by Consultant to his partners, agents orits employees under this Agreement, and for compliance with all other applicable labor andemployment requirements with respect to Consultant’s self-employment, sole proprietorship or otherform of business organization, and Consultant’s partners, agents and employees, including stateworker’s compensation insurance coverage requirements and any US immigration visa requirements forU.S. partners, agents and employees. Consultant agrees to indemnify, defend and hold the Companyharmless from any liability for, or assessment of, any claims or penalties with respect to suchwithholding taxes, labor or employment requirements, including any liability for, or assessment of,social charges or withholding taxes imposed on the Company by the relevant taxing authorities withrespect to any compensation paid by Consultant to his partners, agents or employees.     5. Supervision of Consultant’s Services. All of the Services to be performed byConsultant, including but not limited to the Services, will be as agreed between Consultant and theCompany’s President. Consultant will be required to report to the President concerning theServices performed under this Agreement. The nature and frequency of these reports (oral orwritten) will be left to the discretion of the President.     6. Consulting or Other Services for Competitors. Consultant represents and warrantsthat Consultant does not presently perform or intend to perform, during the term of the Agreement,consulting or other services for, or engage in or intend to engage in an employment relationshipwith, companies whose businesses in any way involve products or services which are competitive withthe Company’s products or services, or those products or services currently proposed or indevelopment by the Company however, Consultant decides to do so, Consultant agrees that, in advanceof accepting such work, Consultant will promptly notify the Company in writing, specifying theorganization with which Consultant proposes to consult, provide services, or become employed by andto provide information sufficient to allow the Company to determine if such work would conflictwith the terms of this
 

 
Agreement, including the terms of the Confidentiality Agreement, theinterests of the Company or further services which the Company might request of Consultant. If theCompany determines that such work conflicts with the terms of this Agreement, the Company reservesthe right to terminate this Agreement immediately.     7. Confidentiality Agreement. The Consultant may be afforded access to informationregarding the business and affairs of the Company and its productsduring the course of the assignment (“Confidential Information”), except such information which (i)is already in the party’s possession, without an obligation of confidentiality with respectthereto, prior to disclosure under this Agreement, (ii) is or subsequently becomes part of thepublic domain through no act or omission of the other party, (iii) is disclosed to the party by athird party having no obligation of confidentiality thereto, provided the party did not have actualor constructive notice that such information was wrongfully disclosed by such third party; or (iv)is independently developed by the party without access to or use of the Confidential Information.Notwithstanding the foregoing, each party shall be entitled to disclose such information: (a) toits agents, employees and representatives who have a need to know such information, for the purposeof performance under this Agreement and exercising the rights granted under this Agreement, or (b)to the extent required by applicable law, or (c) during the course of or in connection with anylitigation, arbitration or other judicial proceeding based upon or in connection with the subjectmatter of this Agreement. The Consultant agrees to guard this Confidential Information, to hold itin strict confidence, and not to disclose it to others without the written permission of theCompany or until such information is otherwise publicly released by the Company. The Consultantagrees that upon termination or completion of this Agreement, any notebook, data or informationacquired or developed by the Consultant in carrying out the terms of this Agreement will be turnedover to the Company. Except as otherwise specifically authorized by the Company in writing,information, data and reports developed or acquired by Consultant in performance of this Agreementand furnished to the Company (the “Deliverables”) shall be the exclusive property of the Company.The Deliverables shall not be disclosed to any third party without the written consent of theCompany. The Consultant acknowledges that the breach of any of the covenants contained in thisSection 7 will result in irreparable harm and continuing damages to the Company and the Company’sbusiness, and that the Company’s remedy at law for any such breach or threatened breach would beinadequate. Accordingly, in addition to such remedies as may be available to the Company at law orin equity in the event of any such breach, any court of competent jurisdiction may issue aninjunction (both preliminary and permanent), without bond, enjoining and restricting the breach orthreatened breach of any such covenant, including, but not limited to, an injunction restrainingthe Consultant from disclosing, in whole or in part, any Confidential Information. The Consultantshall pay all of the Company’s costs and expenses, including reasonable attorneys’ fees andaccountants’ fees, incurred in enforcing such covenants.     8.Conflicts with this Agreement. Consultant represents and warrants that neitherConsultant nor any of Consultant’s partners, employees or agents is under any pre-existingobligation in conflict or in any way inconsistent with the provisions of this Agreement. Consultantrepresents and warrants that Consultant’s performance of all the terms of this Agreement will notbreach any agreement to keep in confidence proprietary information acquired by Consultant inconfidence or in trust prior to commencement of this Agreement. Consultant warrants that Consultanthas the right to disclose and/or or use all ideas, processes, techniques and other information, ifany, which Consultant has gained from third parties, and which Consultant has disclosed to theCompany or which is necessary for the performance of the Services under this Agreement, withoutliability to such third parties. Notwithstanding the foregoing, Consultant agrees that Consultantshall not bundle with or incorporate into any deliveries provided to the Company herewith any thirdparty products, ideas, processes, or
 

 
other techniques, without the express, written prior approvalof the Company. Consultant represents and warrants that Consultant has not granted and will notgrant any rights or licenses to any intellectual property or technology that would conflict withConsultant’s obligations under this Agreement. Consultant will not knowingly infringe upon anycopyright, patent, trade secret or other property right of any former client, employer or thirdparty in the performance of the Services required by this Agreement.     9. Miscellaneous.          (a) Amendments and Waivers. Any term of this Agreement may be amended or waived onlywith the written consent of the parties.          (b) Sole Agreement. This Agreement, including the exhibits hereto, constitutes the soleagreement of the parties and supersedes all oral negotiations and prior writings with respect tothe subject matter hereof.          (c) Notices. Any notice required or permitted by this Agreement shall be in writing andshall be deemed sufficient upon receipt, when delivered personally or by courier, overnightdelivery service or confirmed facsimile, 48 hours after being deposited in the regular mail ascertified or registered mail (airmail if sent internationally) with postage prepaid, if such noticeis addressed to the party to be notified at such party’s address or facsimile number as set forthbelow, or as subsequently modified by written notice.          (d) Choice of Law. The validity, interpretation, construction and performance of thisAgreement shall be governed by the laws of Switzerland, without giving effect to the principles ofconflict of laws.          (e) Severability. If one or more provisions of this Agreement are held to beunenforceable under applicable law, the parties agree to renegotiate such provision in good faith.In the event that the parties cannot reach a mutually agreeable and enforceable replacement forsuch provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance ofthe Agreement shall be interpreted as if such provision were so excluded and (iii) the balance ofthe Agreement shall be enforceable in accordance with its terms.          (f) Counterparts. This Agreement may be executed in counterparts, each of which shallbe deemed an original, but all of which together will constitute one and the same instrument.          (g) Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCHPARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ ANDUNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BECONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.[*Signature Page Follows*]
 

 
     The parties have executed this Agreement on the respective dates set forth below.     MYMETICS CORPORATION    By:  /s/Jacques-François Martin  Jacques-François Martin  Title: President & CEO Date:       CONSULTANT