EXHIBIT 6.3
INDEPENDENT CONTRACTOR AGREEMENT
This Agreement is entered into on March 5, 1999, between World Diagnostics,
Inc. ("Company") located in Dade county, Florida, and Immunodiagnostics, Inc.
(the "Research Provider"), with offices in Bedford, Massachusetts.
1. Research Provider agrees to perform the services of designing,
manufacturing, and supplying ("Services"), as defined in Appendix A attached
hereto, for the active components of rapid biomedical single step diagnostic
test devices ("Units") to Company as ordered from time to time by Company.
Research Provider will also serve as a scientific consultant, on an as needed
basis, to the Company, whereby such duties may be to consult with the Company's
Board of Directors, Customers and Governmental Organizations pertaining to the
Company's business concerning the services of the Research Provider. In
addition, from time to time, the Research Provider may be required to train
Company personnel regarding techniques, systems, and methods for manufacture of
the non-active components and assembly of the components, including the
Services, into the finished product.
2. Research Provider shall determine the method, details, and means of
performing the Services. Research Provider shall provide the Company with copies
of all written information pertaining to the Services, and regular weekly
telephone briefings and written reports of the status of its Services. All
supplies, including raw materials, consumed by Research Provider in performing
the Services shall be at the expense of the Research Provider.
3. Research Provider shall supply the Services to Company at Research
Provider's out of pocket cost, plus a ten percent markup, and at the lowest
possible cost attainable by the Research Provider, which may be subject to
verification by an audit of the Research Prover's books and records. Upon
request in writing by the Company, Research Provider shall supply to Company
auditable records pertaining to such costs.
4. For a period of 36 months after delivery, Research Provider will accrue
royalty payments on a quarterly basis for Units shipped to customers by the
Company. Upon request in writing, Company shall supply to Research Provider
auditable records backing up all such sales. The royalties are earned on receipt
of funds from customers and payable at the beginning of the next quarter
according to the following schedule:
Unit Sales Quarterly Unit Pay-Out Accumulation Value
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0- 10,000 $ .20/each $ 3,000.00
10,001 - 50,000 $ .15/each $ 7,500.00
50,001 - 250,000 $ .10/each $25,000.00
250,001 - 1,000,00 $ .07/each $70,000.00
1,000,001 $ .05/each
5. As long as Research Provider accrues the equivalent of yearly royalties
on the sale of 500,000 Units, Research Provider shall not supply the same
Services to any third party for those products that are being made exclusively
for Company. If less than 500,000 units are sold per annum to customers, Company
may, at its sole option, maintain the exclusivity by paying to Research Provider
an amount equal to the difference between the royalty on 500,000 units and the
royalty on the units actually sold.
If the requirements for maintaining exclusivity are not met by the Company,
the relationship becomes non-exclusive, with Research Provider able to sell to
third parties, but except the Research Provider remains under the duty to
provide Services to Company as provided for in this Agreement on a non-exclusive
basis. With respect to all Services, Research Provider shall grant Company the
most favorable terms and conditions offered to any third party.
6. Research Provider may choose the location of work, but at the request of
the Company, agrees to provide services at Company's headquarters in Florida as
may be reasonably requested by the Company, whereby such requests shall provide
reasonable advanced notice, and shall not exceed 2 days per month. All travel
expenses shall be paid by the Company.
7. Either party may terminate this Agreement by giving one (1) year notice
to the other party. However, the proprietary information (paragraph 15),
confidentiality (paragraph 16), and non-competition (paragraph 17) provisions of
this Agreement shall survive forever, regardless for the reason for termination.
8. If either party defaults in the performance of this Agreement, or
materially breaches any of its provisions, if such default has not been cured
after 60 day's written notice, the non-breaching party may terminate this
Agreement.
9. Research Provider enters into this Agreement as, and shall continue to
be, an independent contractor. In no circumstance, shall Research Provider look
to Company as an employer. Research Provider shall not be entitled to any
benefits accorded to Company's employees, including worker's compensation,
disability insurance, or vacation or sick pay.
10. Research Provider shall pay, when as due, any and all payroll taxes
incurred as a result of Research Provider's compensation, including estimated
taxes and shall provide Company with a proof of payment on demand. Research
Provider indemnities Company for all claims, losses, costs, fees, liabilities,
or damages suffered by Company arising from a breach of this provision.
11. Research Provider represents that Research Provider has the
qualifications and ability to perform the Services in a professional manner,
without the advice, control, or supervision of Company. Research Provider shall
have the sole discretion and control of Research Provider's services and in the
manner in which they are performed.
12. Research Provider agrees that all designs, plans, reports,
specifications, drawings, schematics, prototypes, models, inventions, know-how,
and all other information and items limited to Services provided to, or at the
request of, Company, made during the course of providing Services to Company,
shall be and are assigned to Company as its sole and exclusive property. On
Company's request, Research Provider agrees to assist Company, at Company's
expense, to obtain patents or copyrights for such Services, including the
disclosure of all pertinent information and data, the execution of all
applications, oaths and assignments, and all other instruments and papers that
Company shall deem necessary to apply for and to assign or convey to Company,
its successors, and assigns or nominees, the sole and exclusive right, title and
interest in such Services. The Services constitute proprietary information of
the Company. Research Provider agrees to obtain written assurances from
proprietary information arising from the Services, and provide the Company with
copies of such agreements within 10 days of the signing of this Agreement.
13. The written, printed, graphic, or electronically recorded materials
furnished for use by Company or by Research Provider to the Company are
proprietary information and are the property of Company. Proprietary information
includes, but is not limited to, pricing information, specific customer
requirements, customer and potential customer lists, and information on
Company's employees, agents, or divisions.
14. Research Provider shall maintain in confidence and shall not directly
or indirectly, disclose or use; either during or after the term of this
Agreement, any proprietary information, confidential information, or know-how
belonging to Company, whether or not it is in written or printed form, except to
the extent necessary to perform the services. On termination of Research
Provider's Services to Company, or at the request of Company before termination,
Research Provider shall deliver to Company material in Research Provider's
possession relating to the Services or Company business. The obligations on
proprietary information extend to information belonging to customers and
suppliers of Company about whom Research Provider may have gained knowledge as a
result of performing the Services.
15. Research Provider shall not, during the term of this Agreement, and for
a period of three years after the termination of this Agreement, for any reason,
either directly or indirectly, (a) call on, solicit, or take away any of
Company's customers or potential customers about whom Research Provider became
aware as a result of providing the Services to the Company either for Research
Provider or for any other person or entity; or (b) solicit or take away or
attempt to solicit or take away any of Company's employees or contractors either
for Research Provider or for any other person or entity.
16. Any notices provided hereunder must be in writing and shall be deemed
effective on the earlier of personal delivery (including fax) or the third day
after mailing by first class mail to the recipient at the following addresses:
To Company:
World Diagnostics, Inc.
00000 X.X. 00xx Xxxxxx, Xxxxx #000
Xxxxx Lakes, Fla. 33014
Attention: Xxx Xxxxxx
To Research Provider
Immunodiagnostics, Inc.
00 Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxx Xxxxx
Or to such other addresses or to the attention of such other person as the
recipient party will have specified by prior written notice to the sending
party.
17. If any term, provision, or part of this Agreement is found by a court
to be invalid, illegal, or incapable of being enforced by any rule, of law or
public policy, all other terms, provisions, and parts of this Agreement, shall
nevertheless remain in full force and effect. On determination that any term,
provision, or part of this Agreement is invalid, illegal, or incapable of being
enforced, all remaining terms shall remain in full force and effect.
18. This Agreement constitutes the final, complete, and exclusive
embodiment of the entire agreement and understanding between the parties related
to the subject matter of this Agreement and supersedes and preempts any prior of
contemporaneous understandings, agreements, or representations by or between the
Parties, written or oral. This Agreement shall be construed in accordance with
the State of Florida, or any other jurisdiction in which the Company has a valid
basis for asserting a claim.
19. This Agreement may be executed on separate copies, any one of which
need not contain signatures of more than one party, but all of which taken
together will constitute one and the same agreement.
20. This Agreement is intended to bind and insure to the benefit of and be
enforceable by Company and Research Provider, and their respective successors
and assigns, except that Research Provider may assign any of Research Provider's
rights and duties under this Agreement with Company's prior written consent.
If the foregoing correctly sets forth our understanding, please so indicate
by signing below, and returning an executed copy of this agreement at the
aforementioned address
WORLD DIAGNOSTICS, INC.
By:
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Xxx Xxxxxx, President
IMMUNODIAGNOSTICS, INC.
By:
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Xxx Xxxxx, President
Agreed and accepted this _____ day of
__________________, 1999.
Appendix A to Independent Contractor Agreement Date: 3/5/99
The products listed below constitute the first design products to be
manufactured by Xxx Xxxxx, Ph.D. as requested by World Diagnostics Inc. to be
exclusively and custom manufactured for World Diagnostics as defined in the
agreement attached herewith.
Products
1) Rapid Urine HIV 1&2 Screen test
2) Rapid Whole Blood HIV 1&2 subtype C
It is understood and agreed to this day by terms relating to confidentiality and
exclusivity as stated in the independent contractor agreement.
--------------------------- --------- --------------------- --------
Xxx Xxxxxx - President Date Xxx Xxxxx Ph. D. Date
World Diagnostics Immunodiagnostics, Inc.
