AGREEMENT
Independent
Consulting Agreement between
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Exhibit
10.1
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Xxxxxxx
Xxxxx and Competitive Technologies, Inc.
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This
AGREEMENT
(“Agreement”)
effective as of November 28, 2006
(the
“Effective Date”) by mutual consent of Competitive Technologies, Inc.
(hereinafter referred to as “CTT”), a Delaware corporation having a place of
business at:
Competitive
Technologies, Inc.
000
Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx,
XX 00000
and
Xxxxxxx Xxxxx (hereinafter referred to as “CONSULTANT”), an individual having a
residential address at:
Xxxxxxx
Xxxxx
0000
Xxxxxxxxxxxxx Xxxxx
XxXxxx,
XX 00000
CTT
and
CONSULTANT being sometimes hereinafter referred to singularly as a “Party” and
collectively as “Parties”.
Witnesseth
WHEREAS,
CTT
wishes to engage CONSULTANT to provide consulting services, and CONSULTANT
desires to provide such consulting services to CTT.
NOW
THEREFORE,
in
consideration of the mutual promises and covenants set forth herein, the Parties
agree as follows:
1.0
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NATURE
AND PLACE(S) OF SERVICE
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1.1 CONSULTANT
shall provide to CTT consulting services for Business Development, New Business
Initiatives, Strategic Planning, Technology Assessment and Valuation and
and
on
such other matters as CONSULTANT and CTT may agree in writing from time to
time
(hereinafter called “Services”).
1.2 CONSULTANT
shall perform Services from time to time as requested by officers of CTT. In
performing Services, CONSULTANT shall report to such officers of
CTT.
1.3 The
performance of the consultancy may take place at a location of the CONSULTANT’s
choosing. However, when CONSULTANT performs Services at CTT’s offices in
Fairfield, Connecticut, CTT shall provide CONSULTANT with the use of an office
and shall arrange for secretarial and other necessary resources to assist
CONSULTANT in the performance of his Services.
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Independent
Consulting Agreement between
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Exhibit
10.1
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Xxxxxxx
Xxxxx and Competitive Technologies, Inc.
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1.4 CONSULTANT
will perform Services with the understanding that CONSULTANT is an independent
contractor under the laws and rules of the United States Internal Revenue
Service, and the laws and procedural holdings of the State of Connecticut.
CONSULTANT is not an employee of CTT. As an independent contractor, CONSULTANT
will not be entitled to receive, and CTT will not provide CONSULTANT with,
life,
medical, dental, disability or xxxxxxx’x comprehensive insurance. In addition,
CONSULTANT will not be eligible to participate in any of CTT’s incentive
compensation plans. CONSULTANT will be responsible for the payment of all social
security taxes, as well as all income taxes, including those payable to any
municipal, state or federal agency. CONSULTANT will not be eligible to receive
payment for any holidays or vacation, and CTT shall have no right to control
CONSULTANT in the conduct of CONSULTANT’s activities under this Agreement so
long as this Agreement is performed and fulfilled.
1.5 CONSULTANT
agrees that he shall defend, indemnify and hold harmless CTT in the event of
any
claim and/or any subsequent finding by any court or governmental agency that
the
relationship created by this Agreement is not an independent contractor
relationship.
1.6 CONSULTANT
shall provide a monthly summary to CTT of activities performed under this
consultancy.
2.0
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NONDISCLOSURE
AND RELEASE AGREEMENT BETWEEN THE
PARTIES
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2.1 In
order
to allow CONSULTANT to perform Services hereunder, CONSULTANT will execute
a
Confidential Disclosure Agreement (“CDA”) with execution of this Agreement.
Except as otherwise described in Section
6.4,
the
terms of such CDA shall govern the handling of Confidential Information (as
defined therein) pertaining to or resulting from this Agreement. A copy of
said
CDA is attached hereto as Exhibit
A.
2.2 Consultant
shall also execute the Release Agreement attached hereto as Exhibit B
contemporaneously with execution of this Agreement.
3.0
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NOTICE
OF TERMINATION OF
AGREEMENT
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3.1 This
Agreement shall have an initial six (6) month term commencing on November 28,
2006 and shall thereafter renew for additional six (6) month terms by mutual
written agreement unless sooner terminated by either Party under Section 3.2.
3.2 Either
CONSULTANT or CTT may terminate this Agreement at any time without providing
thirty (30) days written notice, if the other Party shall breach its obligations
hereunder; provided, however, that the non-breaching Party shall give the
breaching Party written notice of such breach, and the breaching Party shall
have fifteen (15) calendar days after receipt of such notice to cure such
breach.
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Independent
Consulting Agreement between
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Exhibit
10.1
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Xxxxxxx
Xxxxx and Competitive Technologies, Inc.
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4.0
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COMPENSATION
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4.1
Details.
4.1.1
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Time.
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CTT
agrees to retain CONSULTANT, and CONSULTANT agrees to devote sufficient time
during the term of this Agreement to achieve the objectives of this Agreement;
including CONSULTANT’S identifying of opportunities for CTT (including, but not
limited to, contacts, leads and referrals) that will lead to new revenue for
CTT. CONSULTANT
and the CEO of CTT shall agree on the number of days that CONSULTANT will devote
on a monthly basis under this Agreement. During the initial six month period,
CTT shall not require less than 20 days of work per month.
4.1.2 Rate.
CONSULTANT
shall invoice CTT for Services at the agreed upon fee of one
thousand dollars ($1,000.00 USD) per day for each full day that CONSULTANT
provides Services to CTT. CONSULTANT shall invoice CTT for Services at the
agreed upon fee of five
hundred dollars
($500.00 USD) per day for each half day that CONSULTANT provides Services to
CTT.
4.1.3 Expenses.
CTT
agrees to reimburse CONSULTANT for reasonable and customary travel
and
accommodations incurred by CONSULTANT in performing Services,. In
addition, CTT shall reimburse CONSULTANT for actual out-of-pocket
expenses
reasonably incurred in performing Services; provided that CONSULTANT
agrees that he will not incur any expense (other than for travel
and/or
accommodation) in excess of two hundred and fifty dollars ($250.00
USD)
without prior written approval of an officer of CTT. Otherwise, CTT
shall
not reimburse CONSULTANT for expenses incurred in performing Services.
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Notwithstanding
the foregoing, all expenses referred to in this subparagraph
4.1.5
must be evidenced by CTT’s receipt of appropriate documentation for such
expenses from CONSULTANT in order to be reimbursed by
CTT.
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4.2 Payment.
Payment
for Services and the expenses referred to above will be made upon
receipt from CONSULTANT of: (a)
with
respect to the initial payment hereunder, a completed Internal Revenue Service
form W-9 and (b)
with
respect to the initial payment and all subsequent payments hereunder, all other
documentation required to be delivered hereunder during the applicable payment
period. All such payments will be made
either
monthly or biweekly, at CTT’s preference. Payments shall be made upon submission
to CTT of an invoice by CONSULTANT indicating the number of days worked by
CONSULTANT, the written report referred to in subparagraph
1.5
and a
brief description of the work performed. No payments shall be made in advance
of
work performed.
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Exhibit
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Xxxxx and Competitive Technologies, Inc.
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5.0
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ASSIGNMENT
OR SUBCONTRACTING
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This
is a
personal services consultancy and CONSULTANT may not assign or transfer this
Agreement, or any interest therein or claim hereunder, or subcontract any
portion of the work hereunder, without the prior written approval of CTT. If
CTT
consents to such assignment or transfer, the terms and conditions of this
Agreement shall be binding upon any assignee or transferee.
6.0
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CONFLICT
OF INTEREST
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6.1 CONSULTANT
shall not hire any officer or employee of CTT to perform any service covered
by
this Agreement.
6.2 CONSULTANT
affirms that to the best of his knowledge there exists no actual or potential
conflict between CONSULTANT’s family, business, or financial interests and the
Services to be provided under this Agreement, and in the event of a change
in
either private interests or services required under this Agreement, any question
regarding possible conflict of interest which may arise as a result of such
change shall be raised with CTT’s General Counsel. The Parties hereto further
agree that no disclosure of this Agreement, either verbal or in writing, or
of
the relationship between the Parties shall be made without the express written
consent of the non-disclosing Party.
6.3 CONSULTANT
affirms that for the term of this Agreement, he shall not enter into a business
relationship with a third party that may be considered to be a conflict of
interest with the terms and obligations CONSULTANT has with CTT as a result
of
this Agreement or with any agreement CONSULTANT has with said third party.
CONSULTANT also affirms that he will not compete with CTT for a period of one
(1) year after the termination of this Agreement, such competition to include
the solicitation of CTT’s active clients or employees.
6.4 Notwithstanding
the terms of Article
2.0
herein,
all the knowledge and information that CONSULTANT shall acquire during the
term
of this Agreement respecting the business of CTT shall be held by CONSULTANT
in
trust and in a fiduciary capacity for the sole benefit of CTT, its successors
and assigns, and CONSULTANT agrees not to divulge or publish, or authorize
anyone else to divulge or publish, during the term of this Agreement and for
a
period of three (3) years subsequent thereto, knowledge or information that
CONSULTANT acquired in the course of his service under this Agreement, including
any information concerning CTT’s business models and procedures that may be
acquired.
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Consulting Agreement between
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Exhibit
10.1
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Xxxxxxx
Xxxxx and Competitive Technologies, Inc.
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7.0
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STANDARD
FOR PERFORMANCE
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7.1 The
Parties acknowledge that CTT, in selecting CONSULTANT to perform the Services
hereunder, is relying upon CONSULTANT’s reputation for excellence in the
performance of Services required hereunder. CONSULTANT shall perform Services
in
the manner of one who is a recognized specialist in the types of services to
be
performed.
7.2 CONSULTANT
agrees to read and abide by the Competitive Technologies, Inc. Corporate Code
of
Conduct (“Code of Conduct”), and to complete the Corporate Code of Conduct
Acknowledgment of Receipt and return the completed copy to CTT. A copy of the
Code of Conduct, in which the Acknowledgment of Receipt is the last page, is
attached hereto as Exhibit
C.
8.0
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MISCELLANEOUS
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8.1 Amendment
and Waiver.
Any
provision of this Agreement may be amended or waived only with the written
and
signed consent of both Parties. Any waiver of any provision in this Agreement
must be explicit and in a writing signed by the Party with the authority to
waive the provision, and shall not be deemed a waiver of any other provision.
Failure
by a Party to enforce any provision of this Agreement or to assert a claim
on
account of breach of this Agreement shall not be deemed a waiver of its right
to
enforce the same or any other provision of this Agreement on the occasion of
a
subsequent breach.
8.2 Severability.
In the
event that any court or arbitrator declares any part of this Agreement to be
unenforceable, such unenforceability shall not invalidate any other part of
this
Agreement.
8.3 Entire
Agreement.
This
Agreement contains the entire agreement between the Parties and supersedes
all
prior written or oral agreements with respect to the subject matter herein.
8.4 Applicable
Law.
This
Agreement shall be governed by the laws of the State of Connecticut, but without
recourse to that state’s conflict of laws provisions.
8.5 Notice.
Any
payment, notice, or other communication required or permitted to be made to
either Party hereunder shall be sufficiently made or given on the date of
mailing if sent to such Party by certified, registered, or express mail or
by
known courier, by facsimile, or by hand delivery, at its address given below,
or
such other address as it shall hereafter designate to the other Party in
writing:
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Independent
Consulting Agreement between
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Exhibit
10.1
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Xxxxxxx
Xxxxx and Competitive Technologies, Inc.
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In
the case of Competitive Technologies, Inc.:
X.
X.
Xxxxx, Ph.D.
President
and CEO
Competitive
Technologies, Inc.
000
Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx,
XX 00000
with
a copy to:
Xx.
Xxxxxxx Xxx Xxxxxxx, Esq.
Associate
General Counsel
Competitive
Technologies, Inc.
000
Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx,
XX 00000
In
the case of CONSULTANT:
Xxxxxxx
Xxxxx
0000
Xxxxxxxxxxxxx Xxxxx
XxXxxx,
XX 00000
8.5 Severability.
If any
provision of this Agreement is found by a court of competent jurisdiction to
be
invalid or void, such provision, to the extent possible, shall be severed from
this Agreement, and all of the other provisions shall remain in
effect.
8.6 Integration.
Other
than as set forth in subparagraph
2.0 herein,
this Agreement expresses the full contract between the Parties, and all other
prior or contemporaneous oral or written representations with regard to the
subject matter hereof shall be of no effect.
8.7 Headings,
Number and Gender.
The
headings of the several sections are inserted for convenience of reference
only,
and are not intended to be part of or to affect the meaning or interpretation
of
this Agreement. In this Agreement, where the context so permits, the singular
shall include the plural, and vice versa, and references to a particular gender
shall include the other genders.
8.8 No
Waiver.
Failure
by any Party to enforce any provision of this Agreement or assert a claim on
account of breach hereof shall not be deemed a waiver of its right to enforce
the same or any other provision hereof on the occasion of a subsequent
breach.
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Xxxxx and Competitive Technologies, Inc.
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8.9 Remedies.
The
remedies provided in this Agreement are not and shall not be deemed to be
exclusive and shall be in addition to any other remedies that any Party may
have
at law or in equity.
8.10 Force
Majeure.
No Party
hereto shall be liable in damages or have the right to cancel this Agreement
for
any delay or default in performing hereunder if such delay or default is caused
by conditions beyond its control, including but not limited to acts of God,
government restrictions, wars, or insurrections.
8.11 Execution.
This Agreement will not be binding upon the Parties until it has been duly
executed by or on behalf of each Party, in which event it shall be effective
on
the Effective Date. No waiver, amendment or other modification hereof shall
be
valid or binding upon the Parties unless made in writing and duly executed
by an
authorized representative of both Parties.
8.12 Counterparts.
This
Agreement may be executed in two (2) or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument. Delivery of an executed counterpart of this Agreement by
facsimile shall be equally effective as delivery of an original executed
counterpart of this Agreement.
8.13 Authorized
Signatories.
The
undersigned individuals each represent and warrant that they have the authority
to execute this Agreement on behalf of their respective companies or in their
individual capacities, as the case may be.
*****
IN
WITNESS WHEREOF,
the
Parties hereto have executed this Agreement as of the dates shown below. The
undersigned individuals each represent and warrant that they have the authority
to execute this Agreement on behalf of their company or in their individual
capacity, as applicable.
for
Competitive Technologies, Inc.
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CONSULTANT,
Xxxxxxx Xxxxx, in
his individual capacity
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By:
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/s/
Xxxxxx X. Xxxxx
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/s/
Xxxxxxx Xxxxx
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Name:
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X.X.
Xxxxx, Ph.D.
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Name:
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Xxxxxxx
Xxxxx
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Title:
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President
and CEO
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Title:
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Consultant
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Date:
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November
28, 2006
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Date:
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November
28, 2006
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Consulting Agreement between
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Exhibit
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Xxxxx and Competitive Technologies, Inc.
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Soc.
Sec. No: xxxxxxxxxx*
*(Your
Social Security Number must be shown. Pursuant to Federal Privacy Act of 1974,
you are hereby notified that disclosure of your Social Security number is
required pursuant to Sections 6011 and 6051 of Subtitle F of the Internal
Revenue Code and Regulation 4, Section 404, 1256, CFR, under Section 218, Title
II of the Social Security Act, as amended. The Social Security Number is to
verify your identity. The principal use of the number shall be to report
payments you have received to Federal and State governments.)
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Xxxxx and Competitive Technologies, Inc.
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EXHIBIT
A
Confidential
Disclosure Agreement
(Please
see the attached )
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Exhibit
10.1
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Xxxxxxx
Xxxxx and Competitive Technologies, Inc.
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EXHIBIT
B
Release
Agreement
(Please
see the attached )
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Exhibit
10.1
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Xxxxx and Competitive Technologies, Inc.
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EXHIBIT
C
CTT
Corporate Code of Conduct
(Please
see the attached)
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