CONSULTANCY AGREEMENT
By and Between
Xxxxxxx X. Xxxxx, Esq.
And
Global Med Technologies, Inc.
THIS CONSULTANCY AGREEMENT, made and entered into this first day of August,
1998, by and between Global Med Technologies, Inc., a corporation organized and
existing under the laws of the State of Colorado (hereinafter referred to as
"Global"), with principal offices at 00000 X. Xxxxxx Xxxxxx, Xxxxx X-000,
Xxxxxxxx, Xxxxxxxx 00000 and Xxxxxxx X. Xxxxx, Esq. (hereinafter referred to as
"Xxxxx"), a resident of the State of Delaware, with an office at Xxxxxxxxxx
Xxxxxx Xxxxx, Xxxxx 000X, Xxxxxx, Xxxxxxxx.
WITNESSETH
WHEREAS, Global is an organization engaged in the development and marketing
of medical technologies.
WHEREAS, Xxxxx for many years has been engaged in the practice of law and
provision of strategic business planning and finance.
WHEREAS, Xxxxx is prepared to furnish legal and business expertise and
assistance to Global in connection with its development and marketing of medical
technologies.
WHEREAS, Xxxxx and Global desire to enter into this Agreement in order to
set forth the rights and obligations of the parties with respect to Global's
development and marketing of medical technologies.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto, intending to be legally bound hereby, do hereby agree and
certify as follows:
I. DEFINITIONS
1. Terms and Meanings.
The following terms shall have the indicated meanings ascribed to them when
used herein:
(a) "Act of God" shall mean an accident or event that is the result of
natural causes, without human intervention or agency, that could not
have been prevented by reasonable foresight or care.
(b) "Agreement" shall mean this Agreement and the Exhibits attached hereto
and made a part hereof, as amended and in effect from time to time.
(c) "Board of Directors" shall mean the Board of Directors of Global Med
Technologies, Inc., as such board may be constituted during the period
of this Agreement.
(d) "Chairman and CEO" shall mean Xxxxxxx X. Xxxxx, or his successor.
(e) "Company" shall mean Global Med Technologies, Inc.
(f) "Expenses" shall mean any and all expenses incurred by Xxxxx in the
performance of Busch's duties, including, but not limited to travel
(together with lodging) to and from Busch's offices to Denver,
Colorado and all support services utilized by Xxxxx at Busch's offices
in the performance of his duties.
(g) "Exhibit" shall mean the original exhibits to this Agreement, if any,
as amended and in effect from time to time, relating to specific
aspects of the Agreement.
(h) "Independent Contractor" shall mean Xxxxxxx X. Xxxxx, Esq.
(i) "Person" shall mean an individual or entity, such as, but not limited
to, a corporation, general partnership, joint venture, limited
partnership, trust or business association.
2. Gender and Number.
Unless the context clearly indicates otherwise, where appropriate, the
singular shall include the plural and the masculine shall include the feminine
or neuter, and vice versa, to the extent necessary to give the terms defined in
this Article 1 and/or the terms otherwise used in this Agreement their proper
meanings.
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II. STATEMENT OF AGREEMENT
1. Independent Contractor.
Global hereby employs Xxxxx as an independent contractor, and Xxxxx hereby
accepts such employment.
It is expressly agreed by the Parties that nothing in this Agreement, or
any exhibit, is intended to create, or may be construed to create, any legal or
business relationship between the Parties other than as expressly defined in
this Agreement, or in any exhibit, including, without limitation, the
relationship of principal and agent, copartner, or any other similar
relationship, the existence of which is hereby expressly denied by each Party.
2. Commencement of Services.
Xxxxx began working with Global in April 1998. This Agreement memorializes
the oral agreements and understandings expressed by the parties since that date.
The Agreement is effective immediately and shall terminate at such time as set
forth in this Section 2 or for cause as hereinafter defined.
Employment of Xxxxx by Global as provided herein shall commence August 1,
1998 and shall end July 31, 2000, provided, however, that at the close of the
first year of this Agreement the initial term hereof shall be automatically
extended for an additional twelve months beyond the initial term for a new
initial term of three years from the date of execution unless Global or Xxxxx
provides notice to the contrary at least 90 days prior to the close of the first
year.
3. Services to be Performed.
Xxxxx shall provide on an "as needed" basis the following services:
a. Such legal advice as may be provided by a corporate general counsel,
provided, however, that Xxxxx shall not provide and Global may not
request legal advice pertaining to matters that involve either
interpretation of Colorado laws or legal practice related thereto.
b. Advice, guidance and counsel regarding strategic planning and finance.
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c. As appropriate and at suitable times and places, introductions to
parties or institutions that may prove to be of benefit or assistance
to Global in the development and marketing of medical technologies.
Xxxxx shall devote such time and attention as may be required to effectuate
the aforedescribed activities, it being understood and agreed, however, that
Xxxxx may not be required to devote more than twenty hours per month to the
performance of his obligations under this Agreement.
4. Payment for Services.
a. Global shall pay to Xxxxx and Xxxxx shall accept from Global as
compensation for all services to be provided pursuant to this
Agreement, Global stock and stock Warrants. Said compensation shall be
payable in installments as follows:
i. 50,000 shares of Global stock payable upon execution of this
Agreement and on each anniversary date of such execution; and
ii. Warrants for 600,000 shares of Global stock at a price of Seventy
Five Cents ($.75) per share to be granted upon execution of this
Agreement and exercisable for a period of ten (10) years
beginning 1 September 1998.
b. Expenses. Xxxxx shall be entitled to prompt reimbursement upon
production of original receipts for all reasonable expenses incurred
by Xxxxx in the performance of his obligations hereunder. Global shall
advance reasonable estimates of such expenses upon request of Xxxxx.
5. Non-Compete.
Disclosure of Information.
--------------------------
Xxxxx recognizes and acknowledges that the information, processes,
developments, experimental work, work in progress, business, list of Global's
customers and any other trade secret or other secret or confidential information
relating to Global's business as they may exist from time to time, are valuable,
special and unique assets of Global's business. Therefore, Xxxxx agrees that
Xxxxx will hold in strictest confidence and not disclose, reproduce, publish or
use in any manner the aforedescribed confidential information, whether during or
subsequent to his employment, without the express authorization of the Chairman
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and Chief Executive Officer of Global, any information, process, development or
experimental work, work in progress, business, customer lists, trade secret or
any other secret or confidential information relating to any aspect of Global's
business, except 1) as such disclosure or use may be required in connection with
Busch's work for the Global and 2) where such information or items have become
publicly known and made generally available through no wrongful act of Xxxxx.
Upon request or at the termination of this Agreement, Xxxxx will deliver to
Global, and not keep or deliver to anyone else, any and all notes, memoranda,
documents and, in general, any and all material relating to the Global's
business.
In the event of a breach or threatened breach by Xxxxx of the provisions of this
section, Global shall be entitled to an injunction (i) restraining Xxxxx from
disclosing, in whole or in part, any information as described above or from
rendering any services to any person, firm corporation, association or other
entity to whom such information, in whole or in part, has been disclosed or is
threatened to be disclosed; and/or (ii) requiring that Xxxxx deliver to Global
all information, documents, notes, memoranda and any and all discoveries or
other material as described above upon the termination of this Agreement.
Non-Solicitation.
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Non-Solicitation of Employees: During the employment period and for a period of
twelve months after the cessation of employment for any reason, whether with or
without cause, it is agreed that Xxxxx shall not directly or indirectly, either
alone or in concert with others, solicit or entice any employee of or consultant
to the Company to leave the Company or work for anyone or entity in competition
with Global. It is understood and agreed by and between the parties that this
non-solicitation provision is necessary for the protection of trade secrets and
other confidential information of the Global.
Solicitation of Customers: During the period of employment and for a period of
36 months (or such other period as may be legally permissible, but, in no event
more than 36 months) after the cessation of Busch's employment for any reason,
whether with or without cause, it is understood that Xxxxx shall not directly or
indirectly, either alone or in concert with others, solicit, entice, or in any
way divert any of the Company's customers or suppliers to do business with any
business entity in competition with the Company. It is understood and agreed
between the parties that this non-solicitation provision is necessary for the
protection of trade secrets and other confidential information of the Global.
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6. Termination.
a. Global may terminate this Agreement in the event that Xxxxx fails to
perform the services enumerated in Article II, Section 3 of this Agreement, or
in the event Xxxxx fails to abide the conditions set forth in Article II,
Section 5 of this Agreement.
x. Xxxxx may terminate his services under this Agreement in the event
Global fails to honor any one of the fee installments set forth in Article II,
Section 4 of this Agreement.
7. Authority.
Xxxxx is an independent contractor and nothing contained in this Agreement
shall be deemed or interpreted to constitute Xxxxx as a partner, agent or
employee of Global, nor shall either party have any authority to bind the other.
8. Totality of Agreement.
It is agreed between the parties that there are no other agreements or
understandings between them relating to the subject matter of this Agreement.
This Agreement supersedes all prior agreements, oral or written, between the
parties and is intended as a complete and exclusive statement of the agreement
between the parties. No change or modification of this Agreement shall be valid
unless the same is in writing and signed by the parties.
9. Severability.
If any portion of this Agreement, or the application thereof to any person
or circumstances shall, in whole or part, be determined to be invalid or
unenforceable, the remainder of this Agreement, or the application thereof to
any person or circumstance other than those to which it is held invalid or
unenforceable, shall not be affected thereby unless such invalidity or
unenforceability materially impairs the benefits of this Agreement.
10. Notices.
a. All notices required or permitted to be given hereunder shall be in
writing and may be delivered personally, transmitted by facsimile or
by Certified Mail - Return Receipt Requested, postage prepaid,
addressed to the party's last known address.
b. Notices or (consents) transmitted by facsimile shall be effective upon
transmission, properly addressed; by the Party giving such notice or
consent.
c. Notices or (consents) transmitted by Certified Mail shall be effective
upon receipt thereof by the Party to which notice is addressed.
d. Neither party to this Agreement shall be bound by any notice or
consent given or received orally.
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11. Forum.
This Agreement, in its validity, interpretation and performance, shall be
construed in accordance with and governed solely by the applicable laws in force
and effect in the State of Delaware.
12. Entry into Force.
This Agreement shall enter into force upon execution by both parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
XXXXXXX X. XXXXX, ESQ.
\s\ Xxxxxxx X. Xxxxx
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GLOBAL MED TECHNOLOGIES, INC.
\s\ Xxxxxxx X. Xxxxx
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Chairman
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