EXHIBIT 10.1
Integ Incorporated
Consulting Agreement
This Agreement is made effective the 3rd day of April, 2000 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 Integ in the area of management, training, technical expertise and
advisory services.
2. Term: Unless terminated as hereafter provided, this Agreement shall
begin on April 3, 2000 and end on April 2, 2003. 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 area of technical expertise and advisory services.
4. Compensation: Integ shall pay Xxxx X. Xxxxxxx, Ph.D. $6,750.00 per
month in arrears for consulting services rendered in pursuit of this
Agreement. Integ will reimburse Xxxx X. Xxxxxxx, Ph.D. for incidental
expenses incurred 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: Not withstanding any contrary provision contained
elsewhere in this Agreement, this Agreement and the rights and
obligations of Integ and Xxxx X. Xxxxxxx, Ph.D. 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 to Xxxx X. Xxxxxxx,
Ph.D., if Xxxx X. Xxxxxxx, Ph.D. 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, Xxxx X. Xxxxxxx, Ph.D. 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 to 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 or local taxes
payable with respect to all amounts paid to Xxxx X. Xxxxxxx, Ph.D.
under this Agreement; provided, however, that if Integ is determined
to be liable for the 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
information which will be disclosed to Xxxx X. Xxxxxxx, Ph.D. under
this Agreement, Xxxx X. Xxxxxxx, Ph.D. 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, Ph.D. 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 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 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, Ph.D. 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.
10. Notices: All notices required or permitted by this Agreement shall be
in 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 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 parties.
13. Nonassignable: Since the services to be provided under this Agreement
are 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 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 Minnesota. In witness thereof, the parties have set forth
their hand hither and to on the date indicated below.
Integ Incorporated Xxxx X. Xxxxxxx, Ph.D.
By: _________________________ By: _________________________
Title: _________________________ Title: _________________________
Date: _________________________ Date: _________________________
