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EXHIBIT 10.39
RESOUND CORPORATION
CONTRACT CONSULTING AGREEMENT
This Agreement, commencing as of January 1, 1999, between Xxxxxx
Xxxxxxx, M.D. and ReSound Corporation, a California corporation, respectively
referred to hereinafter as "Consultant" and "Company", is for the purpose of
expressing the mutual obligations of Consultant and Company as follows:
1. Consultant agrees to perform the duties set forth in Section 2 below for
a period commencing January 1, 1999 and terminating no later than
December 31, 1999, and will be compensated for said services at the rate
of $4,000.00 per month by Company.
2. Consultant's duties:
o Product development relating to non-implantable acoustic hearing
devices (as defined in Section 6 below); and
o Marketing and financial consulting relating to non-implantable
acoustic hearing devices
3. Timing of payment will be within thirty (30) days from time of
submission of an invoice unless otherwise agreed upon, but in no case
will exceed forty-five (45) days after termination of this Agreement.
4. Either the Company or the Consultant may terminate this Agreement at any
time by giving of written notice of such intention to terminate to the
other party. The expiration or termination of this Agreement shall not
terminate the obligation of the Consultant specified hereinafter.
5. Consultant agrees not to disclose, publish or reveal to any other party
whatsoever any trade secrets, techniques, inventions, discoveries,
technology or processes which relate to the practices and businesses of
the Company (collectively, the "Information") and to treat all such
Information as secret and confidential, both during the duration of this
Agreement and after its termination. Consultant further agrees not to
make use of, either directly or indirectly, any of the Information which
Consultant receives from the Company other than with the specific prior
written authorization of an authorized officer of the Company.
6. a) All concepts, designs, design analyses, inventions, improvements,
trade secrets and other proprietary information created in whole or in
part by Consultant during the term of this Agreement which relate solely
to non-implantable acoustic hearing devices shall be the sole property
of the Company. Consultant agrees to promptly and fully disclose in
writing all such concepts, designs, design analyses, inventions,
improvements, trade secrets and other
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proprietary property relating solely to non-implantable acoustic hearing
devices to the Company and to execute patent applications relating to
such inventions and assignments of the entire interest therein to the
Company as requested, whether or not within the term of this Agreement.
b) All concepts, designs, design analyses, inventions, improvements,
trade secrets and other proprietary information created in whole or in
part by Consultant during the term of this Agreement which relate to
implantable acoustic hearing devices shall, as between the parties
hereto, remain the sole property of the Consultant.
7. All notes and records and copies there of made or maintained by
Consultant relating to this performance of this Agreement are the
property of Company and will be delivered to Company upon termination of
this Agreement.
8. Consultant agrees to indemnify Company against any losses or expenses
sustained by Company, including reasonable attorney's fees, by reason of
the breach of Consultant of any term of this Agreement.
9. Nothing contained in this Agreement shall be construed to constitute a
partnership, joint venture, agency or employment relationship between
the Company and Consultant, it being understood that Consultant shall at
all times remain an independent contractor, and that the Company shall
in no event be liable for the debts, liabilities or other obligations of
the Consultant. Consultant shall have no authority to bind or otherwise
obligate the Company to any contract or agreement and Consultant agrees
that he will not represent to third parties that he has the authority to
do so.
10. The rights and obligations of the parties under this Agreement shall be
binding upon, and insure to the benefit of, their respective successors
and assigns:
RESOUND CORPORATION CONSULTANT
/s/ Xxxxxxx X. Xxxx /s/ Xx. Xxxxxx Xxxxxxx
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President and Chief Executive Officer
