BRIDGE VENTURES, INC. 0000 Xxxx xx Xxxxxx Xx. Xxxxxxxx Xxx, Xxxxxxx 00000
CONSULTING AGREEMENT
THE CONSULTING AGREEMENT ("Agreement") is made this 1st day of August
1997, by and between Bridge Ventures, Inc.] (the "Consultant") whose principal
place of business is 0000 Xxxx xx Xxxxxx Xx., Xxxxxxxx Xxx, Xxxxxxx, and Elite
Laboratories, Inc. (Elite), a Delaware corporation (the "Client") whose
principal place of business is 000 X. Xxxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxxxx 00000.
W I T N E S S E T H
WHEREAS, the Consultant is willing and capable of providing various marketing
and management consultant services for and on behalf of the Client in connection
with the marketing and manufacturing of time release pharmaceuticals.
WHEREAS, THE Client wishes to retain the services of the Consultant to consult
on strategic alliances for the Client pursuant to the terms hereof.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is agreed as follows:
1. Engagement. The client hereby retains the Consultant subject to the
provisions of paragraph 4, and Consultant hereby accepts the engagement, to
provided Management and Marketing and Advisory services the Client. Such
services shall include assisting management in their strategic planning,
building a management team, and such other managerial assistance as Bridge and
Elite shall deem necessary or appropriate for Clients business.
The Consultant hereby agrees to devote such time as is necessary to the
Client to fulfill the obligations set forth in this Paragraph 1. It is expressly
agreed between the parties that the Consultant shall have no fixed or minimum
number of hours within which to perform its obligations under this Agreement,
however, the Consultant will be diligent and use its best efforts to perform the
services hereunder. The Consultant shall strictly observe all securities
regulations and laws, and all other laws.
It is understood that the services rendered under this Agreement will
be provided by either Xxxxxx Xxxxxxxx or Xxxxxxx Xxxxxx, or by a person directly
under their supervision.
2. Proprietary Information. In connection with their services pursuant
to this Agreement, Consultant will obtain certain information from the Client
concerning the Client's business, operations and certain inventions, know-how
and technology, which the Client considers proprietary. The Consultant agrees to
treat any such information (herein collectively referred to as the "Confidential
Information") in accordance with the provisions of this paragraph 2.
Confidential Information does not include information which (I) is independently
obtained from members of the public to whom the information was made available
other than as a result of a disclosure by the Consultant or its directors,
officers, employees, agents or advisors, or (ii) was or becomes available to the
Consultant on a non-confidential basis from a source other than the Client or
its directors, officers, employees, agent or advisors provided that such source
is not known to the Consultant to be bound by a confidentiality agreement with
the Client.
The Consultant hereby agrees that the Confidential Information will be
kept confidential by the Consultant, provided, however, that any disclosure of
such Confidential Information may be made to which the Client consents in
writing.
Upon expiration or termination of this Agreement, the Consultant shall
promptly redeliver to the Client any and all written material containing or
reflecting any of the Confidential Information and will not retain any copies,
extracts or other reproductions in whole or in part of such written material.
All documents, memoranda, notes and other writings whatsoever prepared by the
Consultant or its advisor based on the information contained in the Confidential
Information shall be destroyed, and such destruction shall, upon demand, be
certified in writing to the Client by an authorized officer supervising such
destruction. It is agreed that all information and materials produced by the
Client shall be the sole and exclusive property of the Client. All copyright and
title of said work shall be the property of the Client, free and clear of all
claims thereto by the Consultant, and the consultant shall retain no claim of
authorship therein.
The provisions of this paragraph 2 shall survive expiration and
termination of this Agreement.
The Consultant agrees to perform the work hereunder diligently and in
the highest professional manner and shall provide all necessary personnel to
complete the work in the time and manner reasonably set forth by the Client. The
Consultant shall strictly observe all securities regulations and laws, and all
other laws.
3. Remuneration. In consideration for the services to be provide to the
Client by the Consultant under this Agreement, the Client hereby agrees to the
payment of remuneration to the Consultant as follows:
(a) The Client hereby agrees to pay the Consultant an annual consulting fee in
the amount between $84,000 and $120,000, payable in equal monthly installments
of between $7,000 and $10,000 per month for a period of thirty six (36) months
from the date of this Agreement. Such payment shall be due on the first (1st)
day of each and every month hereafter.
(b) Upon execution of this Agreement, or as soon thereafter as
possible, the Client shall cause to be issued to the Consultant pursuant to the
authority granted from the Client's Board of Directors 400,000 to 500,000
Warrants exercisable for a period of 5 years at $3.00 per share of its common
stock, which will be identical to the Warrants purchased by investors in any
subsequent offering. The share certificate to be issued shall be issued in the
name which the Consultant provides to the Client in the Consultant's sole
discretion. The shares underlying the warrants shall be free and clear of all
liens and encumbrances except it shall bear a legend containing the restrictive
language of Rule 144 of the Securities Act of 1933, as amended.
(c) The Client agrees to reimburse the consultant for all travel,
entertainment, mailing, printing, postage and all other out-of-pocket expenses
directly related to the services to be provided. Expenses in excess of $100 per
occasion shall be preapproved by the Client. Upon termination of this Agreement,
any continuing obligation under this paragraph shall cease; however any accrued
but unpaid expenses due to the Consultant under this subparagraph shall be due
and payable within ten (10) days from such date.
4. Term. It is agreed between the parties that this Agreement shall
expire on the last day of the Thirty Six (36) full month from the date here
unless terminated as provided for in paragraph 3(a). The Consultant's obligation
to provide services hereunder shall commence on the date on which the Consultant
receives from the Client the first payment compensation under paragraph 3(a) and
the Client has caused to be issued the option certificate referred to in
paragraph 3(b) hereof.
Notwithstanding the foregoing, this Agreement may be terminated by
Client upon a material breach by Consultant, or if Consultant or any of its
directors, officers, employees or consultants become the subject of any criminal
prosecution or any enforcement proceeding by the Securities and Exchange
Commission or any other state or federal agency.
5. Miscellaneous Provisions.
(a) This Agreement and the duties and responsibilities
creased hereby may not be assigned, transferred or delegated by the Consultant
without the prior written consent of the Client.
(b) This Agreement shall be interpreted and governed by the
laws of the State of New York; all clauses of this Agreement are distinct and
severable and if any clause shall be held illegal or void, it shall not affect
the validity or legality of the remaining provisions of this Agreement.
(c) No waiver of any breach of any condition herein will
constitute a waiver of any subsequent reach of the same or any other condition.
(d) The parties hereto agree to execute such other documents
as are necessary to carry out the intent and the spirit of this Agreement.
(e) Subject to the other provisions hereof, the terms and
conditions of this Agreement shall extend to and be binding upon and shall inure
to the benefit of the successors and assigns of the Parties hereto.
(f) This Agreement may not be assigned without the prior
written consent of all parties, and that any attempted assignment in violation
of this provision will be null and void.
6. Notices. All notices, demands or requests required or authorized
hereunder shall be deemed sufficiently given if in writing and sent by
registered or certified mail, return receipt requested and postage prepaid, or
by telex, telegram or cable to:
Client: ELITE LABORATORIES, INC.
000 Xxxxxxx Xxxxxx
Xxxxxxx, Xxx Xxxxxx 00000
and if to Consultant:
BRIDGE VENTURES, INC.
0000 Xxxx xx Xxxxxx Xx.
Xxxxxxxx Xxx, Xx. 00000
Attn: Xxxxxx Xxxxxxxx
7. Status of Parties. For the purpose of this Agreement, and the
services, duties and responsibilities created hereunder, nothing other than
exercise of warrants provided for in paragraph 3, nothing contained herein shall
create an equity or ownership interest of one party in the other. It is
understood and agreed between the parties that the Consultant is an independent
contractor of the Client for the purposes set forth herein.
8. Entire Agreement. This instrument contains the entire agreement of
the parties relating to the subject matter hereof. The parties have made no
agreements, representations or warranties relating to the subject matter hereof
which are not set forth herein. No modification of this Agreement shall be valid
unless made in writing and signed by the parties hereto.
9. Notwithstanding the foregoing, this Agreement may be terminated by
client upon a material breach by consultant, or if consultant or any of its
directors or officers become the subject of any criminal prosecution or any
enforcement proceeding by the Securities and Exchange Commission or any other
state or federal agency.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
CONSULTANT:
BRIDGE VENTURES, INC.
By: /s/
Xxxxxx xxxxxxxx
CLIENT:
ELITE LABORATORIES, INC.
By: /s/
