Consulting Agreement, dated December 10, 2010, by and between BioSig Technologies, Inc. and Jonathan Steinhouse

This consulting agreement (the "Agreement"), made as of December 10, 2010 is entered into by BioSig Technologies, Inc., at 10161 Park Run Dr #150 Las Vegas, NV  89145 (the "Company"), and,  Jonathan Steinhouse residing at 338 S 2nd St Philadelphia, PA  19106 (the "Consultant").

 

The Company desires to retain the services of the Consultant and the Consultant desires to perform certain services for the Company.  In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows:

 

1. Services.  The Consultant agrees to perform such consulting, advisory and related services to and for the Company as may be reasonably requested from time to time by the Company, including, but not limited to, the services specified in Exhibit A.

2. Term.  This Agreement shall commence on December 10, 2010 (the "Commencement Date") and shall continue until December 10, 2012.

3. Compensation.

3.1.	Consulting Fees.  The Company shall compensate Consultant with 43,750 shares of common stock of the Company.

3.2.	Reimbursement of Expenses. All expenditures shall be the sole responsibility of the Consultant and will not be reimbursed.

4. Cooperation.  The Consultant shall use his/her best efforts in the performance of his/her obligations under this Agreement.  The Company shall provide such access to its information and property as may be reasonably required in order to permit the Consultant to perform his/her obligations hereunder.  The Consultant shall cooperate with the Company's personnel, shall not interfere with the conduct of the Company's business and shall observe all rules, regulations and security requirements of the Company concerning the safety of persons and property.

5. Independent Parties.  It is the express intention of the parties to this Agreement that the Consultant is an independent contractor, and is classified by the Company as such for all employee benefit purposes, and is not an employee, agent, joint venture, or partner of the Company.  Nothing in this Agreement shall be interpreted or construed as creating or establishing an employment relationship between the Company and the Consultant.  Both parties understand and agree that the Consultant may perform services for others during the term of this Agreement.   Consultant shall have no authority to assume, create, or enlarge any obligation or commitment on behalf of the Company without the prior written consent of the Company.

6. Confidential Information.  Consultant understands that the Company possesses Proprietary Information (as defined below) which is important to its business and that this Agreement creates a relationship of confidence and trust between Consultant and the Company with regard to Proprietary Information.

For purposes of this Agreement, “Proprietary Information” is information that was or will be developed, created, or discovered by or on behalf of the Company, or is developed, created or discovered by Consultant while performing Services, or which became or will become known by, or was or is conveyed to the Company which has commercial value in the Company’s business.  “Proprietary Information” includes, but is not limited to, trade secrets, designs, technology, know-how, works of authorship, source and object code, algorithms, processes, data, computer programs, ideas, techniques, inventions (whether patentable or not), business and product development plans, customers, customer lists and other information concerning the Company’s actual or anticipated business, research or development, personnel information, terms of compensation and performance levels of Company employees, or information which is received in confidence by or for the Company from any other person.  Consultant understands and agrees that this consulting relationship creates a relationship of confidence and trust between the Company and Consultant with respect to Proprietary Information.

 

At all times, both during the term of this Agreement and after its termination, Consultant will keep in confidence and trust, and will not use or disclose, any Proprietary Information without the prior written consent of an officer of the Company, except as may be necessary in the ordinary course of performing the Services under this Agreement.

7. Notices.  All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery, email or upon deposit in the United States Post Office or other courier addressed to the other party at the address shown above, or at such other address or addresses as either party shall designate to the other in accordance with this Section 7.

8. Entire Agreement.  This Agreement constitutes this entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.

9. Amendment.  This Agreement may be amended or modified only by a written instrument executed by both the Company and the Consultant.

10. Governing Law.  This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of Delaware.

11. Successors and Assigns.  This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by the Consultant.

12. Miscellaneous.

 

12.1.

No delay or omission by the Company in exercising any right under this Agreement shall   operate as a waiver of that or any other right.  A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

12.2.

The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.

 
 13.  In the event that any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth above.

BioSig Technologies, Inc.

Kenneth L. Londoner, CEO and Chairman

Consultant

 

Jonathan Steinhouse

 

 

EXHIBIT A

DESCRIPTION OF CONSULTING SERVICES

Description of Services:   Provide consulting to the Company’s R&D team on use and integration of Oracle Health Sciences’ products.