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EXHIBIT 10.3
MICRO THERAPEUTICS, INC.
CONSULTING AGREEMENT
This Agreement (the "Agreement") effective October 1, 1996, is made by
and between Micro Therapeutics, Inc. having a principal place of business at
0000-X Xxxxx Xxxxxxx, Xxx Xxxxxxxx, XX 00000 (the "Company") and Xxxxxx Xxxxx,
M.D. having an address of 0000 Xxxx Xxx., Xxxxx, XX 00000 (the "Consultant").
1. Services. Consultant shall provide to the Company the
services set forth in Paragraphs 1 and 2 of Exhibit A in accordance with the
terms and conditions contained in this Agreement. Consultant is free to
consult with others in the consulting fields set forth in Exhibit A, unless
exclusivity is specifically identified. Products or product concepts developed
by Consultant hereunder are the property of MTI.
2. Term. Unless terminated in accordance with the provisions of
Paragraph 7 hereof, the services provided by Consultant to the Company shall be
performed during the period set forth in Paragraph 3 of Exhibit A or up to
completion of the project as described in Paragraphs 1 and 2 of Exhibit A.
Consultant shall coordinate all efforts and report progress regularly to the
individual set forth in Paragraph 4 of Exhibit A.
3. Payment for Service Rendered. For providing the consulting
services as defined therein, the Company shall pay Consultant the consideration
described in Paragraph 5 of Exhibit A. The Company shall reimburse Consultant
for all reasonable expenses provided the Company has approved the expenses in
advance and in writing.
4. Nature of Relationship. Consultant is an independent
contractor. Consultant will not act as an agent nor shall he be deemed an
employee of the Company for the purposes of any employee benefit program,
income tax withholding, FICA taxes, unemployment benefits, insurance coverage,
or otherwise. Consultant shall not enter into any agreement or incur any
obligations on the Company's behalf, or commit the Company in any manner
without the Company's prior written consent.
5. Confidentiality.
(a) Consultant agrees that he shall not use (except for the
Company's benefit) or divulge to anyone either during the term of this
Agreement or thereafter any of the Proprietary information of any kind
whatsoever acquired by Consultant. Consultant further agrees that upon the
completion or termination of this Agreement, he will turn over to the Company
any notebooks, data, information or other material acquired or compiled by
Consultant in carrying out the terms of the Agreement. However, Consultant may
keep one copy of such material for archival purposes.
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(b) Consultant represents that his performance of the terms
of the Agreement does not and will not conflict with the terms of any agreement
to keep in confidence confidential information and trade secrets of others.
Consultant will not disclose to the Company, or induce the Company to use, any
confidential information or trade secrets belonging to any third party.
6. Inventions, Patents and Technology. Consultant shall promptly
and fully disclose to the Company any and all inventions, improvements,
discoveries, developments, original works of authorship, trade secrets or other
intellectual property conceived, developed or reduced to practice by the
Consultant or Company during the term of this Agreement. All such information
is collectively referred to herein as "Proprietary Information".
Consultant agrees to treat all of the Proprietary Information
as the proprietary property of the Company. Consultant hereby assigns to the
Company and its successors and assigns, without further consideration, his
entire right, title and interest in and to the Proprietary Information whether
or not patentable or copyrightable. Consultant further agrees to execute all
applications for patents and/or copyrights, domestic or foreign, assignments and
other papers necessary to secure and enforce any and all rights relating to the
Proprietary Information.
7. Termination. Consultant or Company may terminate this
Agreement at their respective convenience upon written notice to the other
party. Such termination shall be effective in the manner and upon the date
specified in said notice and shall be without prejudice to any claims which one
party may have against the other. In the event of such termination, the Company
shall be obligated to pay Consultant for services actually performed by
Consultant up to the effective date of termination. Termination shall not
relieve Consultant of his continuing obligations under this agreement,
particularly the requirements of Paragraphs 5 and 6.
8. Miscellaneous.
(a) This Agreement shall be governed by and construed in
accordance with the laws of the State of California. The parties consent to
personal jurisdiction of the federal and state courts within California and
service of process being effected by registered mail sent to the address set
forth at the end of this Agreement.
(b) This Agreement may not be and shall not be deemed or
construed to have been modified, amended, rescinded, canceled or waived in whole
or in part, except by written instruments signed by the parties thereto. No
failure on the part of either party to exercise, and no delay in exercising, any
right or remedy thereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right or remedy thereunder preclude any other
or further exercise thereof or the exercise of any other right or remedy granted
thereby or by any related document or by law.
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(c) This Agreement, including the exhibit attached hereto and
made a part hereof, constitutes and expresses the entire agreement and
understanding between the parties. All previous discussions, promises,
representations and understandings between the parties relative to this
Agreement, if any, have been merged into this document. The provisions of
Paragraphs 5 and 6 shall survive the termination of this Agreement. The terms
and provisions of this Agreement shall be binding on and inure to the benefit of
the parties, their heirs, legal representatives, successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date set forth above.
Micro Therapeutics, Inc. Consultant
BY: /s/ Xxxxxx Xxxxxxx /s/ Xxxxxx Xxxxx, M.D.
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Xxxxxx Xxxxxxx Xxxxxx Xxxxx, M.D.
President and CEO
12/3/96 11/26/96
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Date Date
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EXHIBIT A
NAME OF CONSULTANT: XXXXXX XXXXX, M.D.
1. Description of Exclusive Consulting Field and Services to be Performed
shall include:
a) Product development, pre-clinical/clinical testing
and marketing of less invasive, percutaneous
catheters used to dissolve, disrupt or remove blood
clots from the human body.
b) Product development, pre-clinical/clinical testing
and marketing of less invasive, percutaneous
catheters used to treat cerebral aneurysm.
1. Description of Non-exclusive Consulting Field shall include:
a) Product development, pre-clinical/clinical testing
and marketing of less invasive, percutaneous
catheters used to diagnose and treat disorders of the
circulatory system.
1. Term of Agreement:
Through September 30, 1998
2. The Consultant shall report to:
Xxxxxx Xxxxxxx, President and CEO, Micro Therapeutics, Inc.
2. Consideration for services:
Per Board of Directors approval on August 6, 1996, Consultant will be
paid $7,000.00 per month for twelve months.
A royalty of one percent (1%) of net sales will be paid on any product
that bears the name of the Consultant. A royalty of one and one-half
percent (1.5%) of net sales will be paid on products where the
Consultant is the inventor of a product where an issued U.S. Patent
exists and is the primary basis of the product. This royalty will be
paid for a period of ten (10) years starting from the product's first
commercial sale.
A royalty of not more than one and one-half percent (1.5%) will be
paid on any product hereunder.
