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BEES > SEC Filings for BEES > Form 8-K on 8-Nov-2012All Recent SEC Filings

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Form 8-K for BEESFREE, INC.


8-Nov-2012

Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial St


Item 1.01 Entry into a Material Definitive Agreement.

On November 6, 2012, we entered into a three-year consulting service agreement with Dr. Francesca del Vecchio (the "Agreement"), pursuant to which Dr. del Vecchio will continue to lead and manage all research and development activities in connection with the Company's BeesVita Plus™ and other products. During the first year of the Agreement, Dr. del Vecchio will be paid $7,750 per month. Dr. del Vecchio's compensation for the two remaining years of the Agreement will be determined by the mutual consent of the Company and Dr. del Vecchio. Dr. del Vecchio will also be reimbursed all reasonable traveling and out-of-pocket expenses incurred by her in the course of her duties. The Agreement will continue through October 31, 2015 (the "Term"). Dr. del Vecchio is the spouse of Andrea Festuccia, Ph.D., a member of the Company's Board of Directors.

The Agreement may be terminated (i) automatically, upon the expiration of the Term, (ii) upon the mutual written consent of the Company and Dr. del Vecchio, or (iii) by Company at any time, for any reason, upon not less than 90 days prior written notice.

As part of the Agreement, Dr. del Vecchio has agreed to assign to the Company her entire right, title and interest in and to all intellectual property (as defined in the Agreement) made, written or conceived by her, jointly or with others, while in collaboration with the Company in connection with the services to be rendered to the Company, together with such patents or patent applications and copyrights, as may be obtained or filed in any country.

The Company and Dr. del Vecchio have also agree to indemnify each other, their affiliates, successors and assigns, and the officers, directors, managers, shareholders, members, employees, independent contractors and agents of each from certain claims as set forth in the Agreement.



Item 7.01 Regulation FD Disclosure

On November 8, 2012, the Company issued a press release announcing the entering into of the Agreement with Dr. del Vecchio. A copy of this press release is included as Exhibit 99.1 to this Current Report on Form 8-K.



Item 9.01 Financial Statements and Exhibits:

(a) Financial Statements - Not Applicable

(b) Pro-Forma Financial Information - Not Applicable

(c) Shell Company Transactions - Not Applicable

(d) Exhibits:

10.1 Consulting Services Agreement, dated November 6, 2012, by and between the Company and Francesca del Vecchio.

99.1 Press Release dated November 8, 2012

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