EXHIBIT 10.1
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INTEG INCORPORATED
CONSULTING AGREEMENT
This Agreement is made effective the 3/rd/ day of April 1997 by and between
Integ Incorporated (Integ), a Minnesota corporation, whose principal place of
business is 0000 Xxxxxx Xxxx, Xx. Xxxx, XX 00000, and Xxxx X. Xxxxxxx, Ph.D. In
consideration of the mutual covenants and promises set forth herein, the parties
hereby agree as follows:
1. Engagement Area: Integ engages Xxxx X. Xxxxxxx, Ph.D. as a consultant for
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Integ in the area of management, training, technical expertise and advisory
services.
2. Term: Unless terminated as hereafter provided, this Agreement shall begin
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on April 3, 1997 and end on April 3, 2000. The parties may negotiate one or
more renewals of this Agreement.
3. Duties: Duties will be assigned by Integ and will involve consulting in the
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area of technical expertise and advisory services.
4. Compensation: Integ shall pay Xxxx X. Xxxxxxx, Ph. D. $6,750.00 per month
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in arrears for consulting services rendered in pursuit of this Agreement.
Integ will reimburse Xxxx X. Xxxxxxx, Ph. D. for incidental expenses
ocurred in performing this Agreement, but such expenses shall not exceed
$100.00 per month without Integ's prior written consent. Travel expenses
must be approved in advance by Integ. Xxxx X. Xxxxxxx, Ph. D. shall provide
Integ with appropriate documentation for tax purposes for all expenses paid
by Integ.
5. Termination: Notwithstanding any contrary provision contained elsewhere in
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this Agreement, this Agreement and the rights and obligations of Integ and
Xxxx X. Xxxxxxx hereunder (other than the rights and obligations of the
parties under Section 7 or 9) shall be terminated upon the occurrence of
any of the following events:
a. 90 days after Xxxx X. Xxxxxxx, Ph.D.'s death; or
b. 90 days after Xxxx X. Xxxxxxx, Ph.D. becomes disabled so that he is
unable to render his normal services under this Agreement for a
continuous period of thirty (30) days; or
c. Immediately in the event that Xxxx X. Xxxxxxx, Ph. D. is convicted of
any crime (excluding traffic violations or other minor offenses), or
engages in any activities that constitute a material violation of
normal standards of business ethics; or
d. Immediately in the event that Xxxx X. Xxxxxxx, Ph. D. willfully refuses
to comply with or implement reasonable policies and work direction
established by Integ; or
e. Upon fifteen (15) days prior written notice Xxxx X. Xxxxxxx, Ph. D., if
Xxxx X. Xxxxxxx has failed in any material respect to perform his
responsibilities hereunder and such default is not cured within such
fifteen (15) day period.
In the event this Agreement is terminated pursuant to this Section 5 prior
to the expiration of the term hereof, Xxxx X. Xxxxxxx, Ph.D. shall be
entitled to receive his monthly consulting fee through the date of
termination, but all other rights to receive consulting fees shall
terminate on such date.
6. Status and Authority: In rendering services pursuant to this Agreement,
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Xxxx X. Xxxxxxx shall be acting as an independent contractor and not as an
employee or agent of Integ. As an independent contractor, Xxxx X. Xxxxxxx,
Ph.D. shall have no authority, express or implied, to commit or obligate
Integ in any manner whatsoever, except as specifically authorized from time
in writing by an authorized representative of Integ, which authorization
may be general or specific. Nothing contained in this Agreement shall be
construed or applied to create a partnership. Xxxx. X. Xxxxxxx, Ph.D. shall
be responsible for the payment of all federal, state and local taxes
payable with respect to all amounts paid to Xxxx X. Xxxxxxx under this
Agreement; provided, however, that if Integ is determined to be liable for
collection and/or remittance of any such taxes, Xxxx X. Xxxxxxx, Ph.D.
shall immediately reimburse Integ for all such payments made by Integ.
7. Confidential Information: Because of the confidential nature of the
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information which will be disclosed to Xxxx X. Xxxxxxx, Ph.D. under this
Agreement, Xxxx X. Xxxxxxx will not, except as authorized by Integ,
disclose such confidential information to any other third party or company.
The obligation of confidentiality shall not be applicable with respect to
such information which: (A) was known to Xxxx X. Xxxxxxx, Ph.D. prior to
disclosure, (B) is or becomes known to the public by general publication
without violation of this Agreement, (C) is given to Xxxx X. Xxxxxxx by a
third party having a right to do so, or (D) is independently developed by
Xxxx X. Xxxxxxx, Ph.D. without the use of information supplied by Integ
under this Agreement.
8. Exclusivity: Because of the confidential nature of the information which
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will be disclosed to Xxxx X. Xxxxxxx, Ph.D. under this Agreement, Xxxx X.
Xxxxxxx, Ph.D. will not do any other consulting work in the area of Integ's
interests without prior approval by Integ.
9. Ownership of Inventions and Patents: If any patentable inventions result
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from performance of this Agreement, all rights under any patents that may
issue on those inventions shall belong exclusively to Integ. Xxxx X.
Xxxxxxx, Ph.D. agrees to assign all such inventions to Integ without
further payment from Integ. Xxxx X. Xxxxxxx also agrees that, upon Integ's
request and at Integ's expense, he would provide reasonable assistance to
Integ in prosecuting patents covering those inventions.
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10. Notices: All notices required or permitted by this Agreement shall be in
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writing and shall be delivered in person or sent by certified or registered
mail, return receipt required, postage paid as follows:
President
Integ Incorporated
0000 Xxxxxx Xxxx
Xx. Xxxx, XX 00000
Xxxx X. Xxxxxxx, Ph.D.
0000 Xxxx Xxxxx Xxxx Xxxxx
Xxxxxxxxx, XX 00000
or to other's address as either party may designate. All mailing notices
shall be deemed effective upon depositing in the mail.
11. Waiver: The waiver of either party of a breach of any provision of this
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Agreement shall not operate as or be construed as a continuing waiver or as
a consent to or waiver of such subsequent breach.
12. Modification: This Agreement may only be modified in writing signed by both
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parties.
13. Nonassignable: Since the services to be provided under this Agreement are
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personal, all duties to be executed by Xxxx X. Xxxxxxx, Ph.D. shall be
performed by Xxxx X. Xxxxxxx, Ph.D. and may not be assigned or delegated
without written consent of Integ.
14. Entire Agreement: This Agreement constitutes the entire Agreement between
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the parties with respect to the subject matter hereof and supersedes all
previous agreements and understandings rather oral or written between the
parties with respect to the subject hereof.
15. Governing Law: This Agreement shall be governed by the laws of the State of
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Minnesota. In witness thereof, the parties have set forth their hand hither
and to on the date indicated below.
Integ Incorporated
/s/:Xxxxx X. Xxxxxxx /s/:Xxxx X. Xxxxxxx, Ph.D.
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Title: President/CEO Title: Consultant
Date: March 14, 1997 Date: March 14, 1997
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