EXHIBIT 6.5
Retractable Technologies, Inc.
and
Xxxxxxx X. Xxxxxxx dba/MediTrade International
CONSULTING AGREEMENT
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This Consulting Agreement (hereinafter referred to as "Agreement") is made
and entered into by and between Retractable Technologies, Inc. (hereinafter
called the "Corporation") and Xxxxxxx X. Xxxxxxx dba/MediTrade International
(hereinafter called "Consultant"). The Corporation and Consultant are
hereinafter collectively called the "Parties". Consultant hereby agrees to
provide Consulting Services for the Corporation. The Corporation hereby agrees
to compensate Consultant.
1. Consulting Services. Consultant shall during the term of this
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Agreement advise the Corporation with respect to selection and implementation of
an international distribution network, potential strategic partners for future
licensing for VanishPoint(R) technology worldwide and strategic partnering with
international health agencies including, but not limited to the World Health
Organization, Pan American Health Organization, World Bank, and Doctors Without
Borders. Consultant shall be an independent contractor and not an employee of
the Corporation. Under no circumstances shall Consultant or its representatives,
agents, or employees be deemed agents of the Corporation for any purpose.
Consultant shall not enter into any contract or make any representation or
commitment in the name of or on behalf of the Corporation. Consultant shall not
assign responsibilities under this contract to any other party.
The Consultant will from time to time specify by written indication those
companies or entities which fall within the scope of the potential agencies and
companies to be contacted. In addition, Consultant will also maintain written
documentation and records of activities undertaken on behalf of the Corporation.
Consultant will provide the Corporation with written reports of such activities.
2. Term. The term of this Agreement shall begin on the date of execution
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of this Agreement and shall end no later than May 31, 2001. Consultant shall
have no obligations to render consulting services beyond the term of this
Agreement.
3. Termination, Renewal. Either party may terminate this Agreement for
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any cause whatsoever upon 90 days' written notice.
Either party may refuse to renew this Agreement for any cause whatsoever.
Failure of the parties to agree on potential contacts, pricing or other
performance standards for a subsequent term shall constitute good cause for
refusal to renew this Agreement. This Agreement may be reinstated following
termination or notice thereof, and may be renewed or extended beyond the date
set for its automatic termination, only by an explicit statement to that effect
which sets forth the reinstated, renewed or extended date of termination and is
signed by both parties. Should a court of competent jurisdiction nevertheless
find a reinstatement or renewal of this Agreement or otherwise find a continuing
relationship as corporation and consultant in the absence of such a writing, the
period of such reinstatement, renewal or relationship (and of any renewals
thereof) shall be limited
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in duration to thirty (30) days.
Neither termination of this Agreement in the manner set forth in this
Agreement nor failure to renew this Agreement shall entitle the other party to
receive damages, indemnification or compensation by reason of such termination
or nonrenewal.
4. Payment. In consideration of the consulting services to be performed
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by Consultant, the Corporation shall pay to Consultant a consulting fee in the
amount of $200,000.00 to be paid in 12 equal installments of $16,666.00 to
commence on June 1, 2000. Additionally, in the event that Consultant incurs
business expenses on behalf of, and with the approval of the Corporation,
Consultant shall submit an expense report with corresponding receipts attached
for reimbursement. The expenses incurred by Consultant on behalf of the
Corporation shall not exceed $5,000.00 per month without prior approval.
5. Confidential Information of the Corporation. The Parties acknowledge
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and agree that during the term of this Agreement, each of them and their
affiliates may exchange Confidential Information, and the disclosure and use of
any such Confidential Information shall be governed by the provisions of this
Agreement. The term "Confidential Information" means any information which is
provided to Consultant by the Corporation or which is developed by Consultant
while performing Consulting Services for the Corporation, (including without
limitation any information which relates to consulting services to be performed
under this Agreement, any information which Consultant may acquire regarding the
Corporation's business, and any information relating to products, customers or
pricing) and which is not generally available to the public.
Each Party shall use the Confidential Information of the other Party only
for the purpose of the activities contemplated by this Agreement and shall not
disclose such Confidential Information to a Third Party and will keep such
Confidential Information confidential and will not use such Confidential
Information except in connection with performing Consulting Services for the
Corporation unless and until either (a) the Corporation consents to disclosure
or (b) such knowledge and information otherwise becomes generally available to
the public through no fault of Consultant. Confidential information of a
specific nature shall not be considered available to the public or in
Consultant's prior possession merely because information of a less specific
nature was available to the public or in Consultant's prior possession. The
Parties shall ensure that their Affiliates keep all Confidential Information
exchanged hereunder confidential in accordance with the provisions hereof as
though the Affiliates were parties hereto. This provision shall remain in effect
for a period of five (5) years after termination or expiration of this Agreement
for all Confidential Information except for trade secrets, which shall always be
treated as Confidential Information.
Upon termination of this Agreement, Consultant shall return to the
Corporation all product, all manuals, flyers, pictures and other printed
materials (including copies thereof), and all computer readable data and
software, and shall also erase all computer readable data and software from all
fixed and floppy drives retained by Consultant, regardless of whether such
printed materials or computer readable data were provided to Consultant by the
Corporation or were created or received by Consultant in the course of providing
Consulting Services to the Corporation.
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6. Disclosure of Information to the Corporation. If Consultant discloses
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to the Corporation any idea, discovery, invention, copyrightable work, or other
information of Consultant, the Corporation will incur no liability to Consultant
by reason of using or distributing such information unless such use or
distribution infringes a valid patent, trademark or copyright. Consultant
represents that Consultant will not disclose to the Corporation nor use for the
benefit of the Corporation any confidential, trade secret or proprietary
information which belongs to any third party.
7. Relationships with Competitors. The term "Competitor" of the
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Corporation means any company, enterprise or person (other than the Corporation)
that is engaged in the design, development, manufacture, distribution or sale of
automated retraction syringes, catheters or blood collection tube holders.
Consultant represents that, prior to signing this Agreement, Consultant has
advised the Corporation in writing of any relationship which Consultant may have
(either currently or in the past) with any Competitor of the Corporation.
Consultant shall immediately advise the Corporation of any such relationship
that arises during the term of this Agreement. Consultant agrees that, during
the term of this Agreement and for a period of two (2) years thereafter,
Consultant will not perform any services for any competitor of the Corporation
or utilize any Confidential Information of the Corporation nor perform any
services for any Competitor of the Corporation.
8. Notice. All notices hereunder required or permitted to be delivered
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hereunder shall be deemed to be delivered personally, or by registered or
certified mail (postage prepaid), or by recognized private mail carrier or by
facsimile with a confirmation copy sent by registered or certified mail (postage
prepaid), to the following addresses of the respective parties, or at such other
addresses as they have theretofore specified by written notice delivered in
accordance herewith.
A. Notice to the Corporation shall be addressed and delivered as follows:
Retractable Technologies, Inc.
000 Xxxx Xxxx, Xxxx Xxxxxx Xxx 0
Xxxxxx Xxx, XX 00000-0000
(000) 000-0000
(000) 000-0000 Facsimile
B. Notice to the Consultant shall be addressed and delivered as follows:
Xxxxxxx X. Xxxxxxx dba/MediTrade International
c/o Xxxxxxx X. Xxxxxxx
432 Xxxxxxx
Xxxxxxxxxx, Xxxxx 00000
(000)000-0000
9. Public Announcements. Consultant and Corporation agree to mutually
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approve the text and any press release to be jointly issued announcing the
execution of this Agreement or the consummation of the transactions contemplated
hereby and to consult with each other prior to making any other public statement
concerning this Agreement and the transactions contemplated by this Agreement
which approval shall not be reasonably withheld. Following the approval of any
such release, the facts and matters contained in such release shall no longer be
deemed Confidential
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Information.
10. General. The terms and conditions contained in this Agreement
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constitute the entire agreement between the Parties and supersedes all prior
communications and/or agreements and understandings between the Parties
concerning the subject matter of this Agreement. There are no oral
understandings, statements, promises or inducements contrary to the terms of
this written Agreement. Consultant understands that no employee or
representative of the Corporation is authorized to modify this Agreement orally
or in any other manner except in writing. No course of dealing or usage of trade
shall be used to modify the terms and conditions hereof.
Subsequent Consulting Agreement Schedules may supplement this Agreement
regarding the specific Consultant Services to be performed and the compensation
therefor, but such Consulting Agreement Schedules are subject to and may not
contradict this Agreement and, in the event of any conflict, the terms of this
Agreement shall prevail.
11. Waiver - Modification of Agreement. No waiver or modification of
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any of the terms of this Agreement shall be valid unless in writing and signed
by authorized representatives of both parties. Failure by either Party to
enforce any rights under this Agreement shall not be construed as a waiver of
such rights nor shall a waiver by a Party in one or more instances be construed
as constituting a continuing waiver or as a waiver in other instances.
12. Applicable Law. This Agreement shall be constructed, interpreted
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and governed by the laws of the State of Texas, except for choice of law rules.
RETRACTABLE TECHNOLOGIES, INC. XXXXXXX X.XXXXXXX dba/MEDITRADE
INTERNATIONAL
By: /s/ Xxxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxx Xxxxxxx X. Xxxxxxx
President and CEO President
Dated: 8/23/00 Dated: 8/23/00
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