Exhibit 10.10
Consulting Agreement
This Agreement is made effective as of April 01, 1997, by and between inTest
Corporation, of 0 Xxx Xxx Xxxx, Xxxxxx Xxxx, Xxx Xxxxxx 00000, and Xxxxxx X.
Xxxxxxx, of 000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000.
In this Agreement, the party who is contracting to receive services shall be
referred to as "inTest", and the party who will be providing the services shall
be referred to as "Xxxxxxx."
Xxxxxxx has a background in Automatic Testing Equipment, Intellectual Property,
and licensing matters and is willing to provide services to inTest based on this
background.
inTest desires to have services provided by Xxxxxxx.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on April 01, 1997, Xxxxxxx will
provide the following services (collectively, the "Services"): Searching for and
analyzing patents and other intellectual properties relating to inTest's
technology interests.
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be
performed and the specific hours to be worked by Xxxxxxx shall be determined by
Xxxxxxx. inTest will rely on Xxxxxxx work as many hours as may be reasonably
necessary to fulfill Xxxxxxx' obligations under this Agreement.
3. PAYMENT. inTest will pay a fee to Xxxxxxx for the Services based on
$150.00 per hour. This fee shall be payable monthly, no later than the last day
of the month following the period during which the Services were performed. Upon
termination of this Agreement, payments under this paragraph shall cease;
provided, however, that Xxxxxxx shall be entitled to payments for periods or
partial periods that occurred prior to the date of termination and for which
Xxxxxxx has not yet been paid.
4. EXPENSE REIMBURSEMENT. Xxxxxxx shall be entitled to reimbursement from
inTest for "out-of-pocket" expenses incurred in providing services including,
but not necessarily limited to:
- travel and lodging expenses
- meals
- Costs of purchasing copies of patents and related services
5. NEW PROJECT APPROVAL. Xxxxxxx and inTest recognize that Xxxxxxx'
Services will include working on various projects for inTest. Xxxxxxx shall
obtain the approval of inTest prior to the commencement of a new project.
6. TERM/TERMINATION. This Agreement shall be effective for a period of 1
(one) year and shall automatically renew for successive terms of the same
duration, unless either party provides 60 days written notice to the other party
prior to the termination of the applicable initial term or renewal term.
7. RELATIONSHIP OF PARTIES. It is understood by the parties that Xxxxxxx is
an independent contractor with respect to inTest, and not an employee of inTest.
inTest will not provide fringe benefits, including health insurance benefits,
paid vacation, or any other employee benefit, for the benefit of
Xxxxxxx. Further, Xxxxxxx is a Director of inTest, and the services rendered by
Xxxxxxx to inTest under this consulting agreement shall amount to less than the
larger of $25,000 per year or 10 percent of Xxxxxxx' Schedule C income.
8. DISCLOSURE. Xxxxxxx is required to disclose any outside activities or
interests, including ownership or participation in the development of prior
inventions, that conflict or may conflict with the best interests of inTest.
Prompt disclosure is required under this paragraph if the activity or interest
is related, directly or indirectly, to:
- a product or product line of inTest
- a manufacturing process of inTest
9. EMPLOYEES. Xxxxxxx' employees, if any, who perform services for inTest
under this Agreement shall also be bound by the provisions of this Agreement.
10. ASSIGNMENT. Xxxxxxx' obligations under this Agreement may not be
assigned or transferred to any other person, firm, or corporation without the
prior written consent of inTest.
11. INTELLECTUAL PROPERTY. The following provisions shall apply with respect
to copyrightable works, ideas, discoveries, inventions, applications for
patents, and patents (collectively, "Intellectual Property") conceived,
originated, suggested, or developed by Xxxxxxx as a direct result of Xxxxxxx'
hire hereunder:
a. Said Intellectual Property shall be the sole property of inTest,
and inTest shall have and enjoy all right, title, and interest
thereto as owner.
x. Xxxxxxx shall convey, transfer, and assign to inTest any and all
right, title, or interest that Xxxxxxx may have in and to said
Intellectual Property.
x. Xxxxxxx agrees to disclose all said Intellectual Property to
inTest and to execute any and all reasonable and legal documents
and, for compensation, do any further reasonable and legal acts as
may be requested by inTest from time to time in order for inTest
to advantageously utilize said Intellectual Property.
12. CONFIDENTIALITY. Xxxxxxx recognizes that inTest has and will have the
following information:
- inventions
- products
- prices
- apparatus
- costs
- discounts
- future plans
- business affairs
- process information
- trade secrets
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- technical information
- customer lists
- products design information
- copyrights
and other proprietary information (collectively, "Information") which
are valuable, special and unique assets of inTest and need to be
protected from improper disclosure. In consideration for the disclosure
of the Information, Xxxxxxx agrees that Xxxxxxx will not at any time or
in any manner, either directly or indirectly, use any Information for
Xxxxxxx' own benefit, or divulge, disclose, or communicate in any
manner any Information to any third party without the prior written
consent of inTest. Xxxxxxx will protect the Information and treat it as
strictly confidential.
13. UNAUTHORIZED DISCLOSURE OR INFORMATION. If it appears that Xxxxxxx has
disclosed (or has threatened to disclose) Information in violation of this
Agreement, inTest shall be entitled to an injunction to restrain Xxxxxxx from
disclosing, in whole or in part, such Information, or from providing any
services to any party to whom such Information has been disclosed or may be
disclosed. inTest shall not be prohibited by this provision from pursuing other
remedies, including a claim for losses and damages.
14. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of
this Agreement shall remain in full force and effect after the termination of
this Agreement.
15. RETURN OF RECORDS. Upon termination of this Agreement, Xxxxxxx shall
deliver all records, notes, data, memoranda, models, and equipment of any nature
that are in Xxxxxxx' possession or under Xxxxxxx' control and that are inTest's
property.
16. NOTICES. All notices required or permitted under this Agreement shall be
in writing and shall be deemed delivered when delivered in person or deposited
in the United States mail, postage prepaid, addressed as follows:
IF for inTest:
inTest Corporation
Xxxx X. Xxxxx, Xx.
Treasurer and Chief Financial Officer
0 Xxx Xxx Xxxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
IF for Xxxxxxx:
Xxxxxx X. Xxxxxxx
000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.
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17. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
18. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall continue
to be valid and enforceable. If a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such provision it
would become valid and enforceable, then such provision shall be deemed to be
written construed, and enforced as so limited.
19. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
20. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of New Jersey.
Party receiving services:
inTest Corporation
By: /s/ Xxxx X. Xxxxx, Xx. /s/ Xxxx X. Xxxx
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Xxxx X. Xxxxx, Xx. Xxxx X. Xxxx
Treasurer and Chief Financial Officer Chairman & C.E.O.
inTest Corporation inTest Corporation
Party providing services:
Xxxxxx X. Xxxxxxx
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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