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EXHIBIT 10.30
INDEPENDENT CONSULTANT AGREEMENT
THIS INDEPENDENT CONSULTANT AGREEMENT (the "Agreement") is made and
entered into as of October 1, 1996 by and between AVIGEN, INC., a Delaware
corporation ("the Company") and XXXXXX X. XXXXXXXX ("Consultant") effective
October 1, 1996 (the "Effective Date"). Whereas the Company and Consultant
desire to create an "independent contractor" relationship in connection with
certain consulting services to be provided by Consultant to the Company, as
described below, the parties agree to the following terms of this engagement.
1. POSITION
Consultant, as an independent contractor, agrees to provide certain
business and financial services to the Company ("Services").
2. TERM
2.1 COMPLETION OF SERVICES. This Agreement will become effective
on the Effective Date and shall continue in effect until October 1, 1997 unless
terminated earlier as set forth in Section 2.2.
2.2 TERMINATION.
This Agreement may be terminated by the Company with or
without cause effective ten (10) days after the date notice of termination is
delivered to Consultant. In the event of termination the Company will pay
Consultant the reasonable value of services rendered up to the date of notice
of termination, not to exceed the compensation set forth in Section 3 of this
Agreement.
3. COMPENSATION
Consultant shall be paid compensation in the amount of $100,000,
payable in monthly installments of $8,333.33. Such monthly installments shall
be due and payable on the first business day of each month and shall be
compensation for services to be performed during that month.
4. REIMBURSEMENT
Consultant shall be reimbursed for Consultant's out-of-pocket
expenses, if any, in connection with the performance of Consultant's
responsibilities under Paragraph 5 and reasonably incurred in the performance
of Consultant's duties under this Agreement.
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5. RESPONSIBILITIES
(a) Consultant shall use its reasonable best efforts to perform
and promptly complete the Services.
(b) Consultant agrees to accept exclusive liability for the
payment of payroll taxes, self-employment taxes, and social security and other
contributions that are based on the compensation to be paid to Consultant under
this Agreement and on the wages or other compensation paid to any agents or
employees of Consultant which the Company has authorized Consultant to engage.
Consultant agrees to indemnify and defend the Company against all such taxes or
contributions.
6. INDEPENDENT CONTRACTOR STATUS
Consultant acknowledges that the Services rendered under this
Agreement are for a specified fee for certain intended results, and that
Consultant is under the control of the Company only as to the result of the
Services and not as to the means by which this result is accomplished. As
such, Consultant acknowledges that Consultant is an independent contractor
within the meaning of California Labor Code Section 3353, and accepts the legal
consequences of this status, including without limitation that (1) the Company
has no obligation to Consultant to maintain liability insurance to cover the
risk, if any, that Consultant creates in performing Services under this
Agreement, (2) Consultant is excluded from the benefits of any applicable state
workers' compensation insurance and acknowledges that Consultant must maintain
his own desired levels of medical, disability, life and other insurance or
benefits, whether or not he is injured while performing Services for the
Company, (3) Consultant is excluded from receiving state unemployment and
disability insurance benefits, (4) the Company will not deduct from
Consultant's compensation any amounts for federal or state income tax
withholding, "FICA" contributions, contributions to state disability funds or
similar withholding, and (5) Consultant is excluded from coverage of state and
federal labor laws that may regulate the payment of overtime wages or other
matters affecting employees.
7. ASSIGNMENT
The rights and obligations of Consultant are personal in nature and
may not be assigned without the Company's prior written consent. The rights
and obligations of the Company under this Agreement shall inure to the benefit
of and shall be binding upon the successors and assignees of the Company.
8. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties
respecting the Services expected to be rendered by Consultant to the Company,
and there are no representations, warranties or commitments which may be relied
upon by either party except as specifically set forth in this Agreement. This
Agreement supersedes all prior or contemporaneous agreements, commitments,
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representations, writings, and discussions between the Company and Consultant,
whether oral or written. This Agreement may be amended only by an instrument
in writing executed by the parties hereto. Consultant expressly acknowledges
that Consultant has read the terms of this Agreement, has had the opportunity
to discuss those terms with his own legal counsel, and understands that this is
a legally binding contract.
9. NOTICES
Any notice, request, demand or other communication hereunder shall be
in writing and shall be deemed to be duly given when personally delivered to an
officer of the Company or to Consultant, as the case may be, or three days
after deposit in the United States Mail with postage prepaid addressed, if to
the Company, at 0000 Xxxxxx Xxx Xxxxxxx #0000, Xxxxxxx, Xxxxxxxxxx or if to
Consultant, at 00 Xxxxx Xxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxx or to such other
address as either party may specify by notice to the other as provided in this
Paragraph.
10. COUNTERPARTS
This Agreement and the other agreements referred to above may be
executed in counterparts, each of which shall be deemed to be an original.
11. PUBLICITY
During the term of this Agreement the Company may refer to
Consultant's name and role with the Company in its presentations and published
material with Consultant's prior consent.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the first date written above.
,
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By
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President
CONSULTANT
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