BRIDGE VENTURES, INC.
0000 Xxxx xx Xxxxxx Xx.
Xxxxxxxx Xxx, Xxxxxxx 00000
CONSULTING AGREEMENT
THE CONSULTING AGREEMENT ("Agreement") is made this
1st day of August 1997, by and between Bridge Ventures,
Inc.] (the "Consultant") whose principal place of
business is 0000 Xxxx xx Xxxxxx Xx., Xxxxxxxx Xxx,
Xxxxxxx, and Elite Laboratories, Inc. (Elite), a Delaware
corporation (the "Client") whose principal place of
business is 000 X. Xxxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxxxx
00000.
W I T N E S S E T H
WHEREAS, the Consultant is willing and capable of
providing various marketing and management consultant
services for and on behalf of the Client in connection
with the marketing and manufacturing of time release
pharmaceuticals.
WHEREAS, THE Client wishes to retain the services of the
Consultant to consult on strategic alliances for the
Client pursuant to the terms hereof.
NOW, THEREFORE, in consideration of the mutual covenants
and agreements herein contained, and for other good and
valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, it is agreed as follows:
1. Engagement. The client hereby retains the
Consultant subject to the provisions of paragraph 4, and
Consultant hereby accepts the engagement, to provided
Management and Marketing and Advisory services the
Client. Such services shall include assisting management
in their strategic planning, building a management team,
and such other managerial assistance as Bridge and Elite
shall deem necessary or appropriate for Clients business.
The Consultant hereby agrees to devote such time as
is necessary to the Client to fulfill the obligations
set forth in this Paragraph 1. It is expressly agreed
between the parties that the Consultant shall have no
fixed or minimum number of hours within which to perform
its obligations under this Agreement, however, the
Consultant will be diligent and use its best efforts to
perform the services hereunder. The Consultant shall
strictly observe all securities regulations and laws, and
all other laws.
It is understood that the services rendered under
this Agreement will be provided by either Xxxxxx Xxxxxxxx
or Xxxxxxx Xxxxxx, or by a person directly under their
supervision.
2. Proprietary Information. In connection with
their services pursuant to this Agreement, Consultant
will obtain certain information from the Client
concerning the Client's business, operations and certain
inventions, know-how and technology, which the Client
considers proprietary. The Consultant agrees to treat
any such information (herein collectively referred to as
the "Confidential Information") in accordance with the
provisions of this paragraph 2. Confidential Information
does not include information which (I) is independently
obtained from members of the public to whom the
information was made available other than as a result of
a disclosure by the Consultant or its directors,
officers, employees, agents or advisors, or (ii) was or
becomes available to the Consultant on a non-confidential
basis from a source other than the Client or its
directors, officers, employees, agent or advisors
provided that such source is not known to the Consultant
to be bound by a confidentiality agreement with the
Client.
The Consultant hereby agrees that the Confidential
Information will be kept confidential by the Consultant,
provided, however, that any disclosure of such
Confidential Information may be made to which the Client
consents in writing.
Upon expiration or termination of this Agreement,
the Consultant shall promptly redeliver to the Client
any and all written material containing or reflecting any
of the Confidential Information and will not retain any
copies, extracts or other reproductions in whole or in
part of such written material. All documents, memoranda,
notes and other writings whatsoever prepared by the
Consultant or its advisor based on the information
contained in the Confidential Information shall be
destroyed, and such destruction shall, upon demand, be
certified in writing to the Client by an authorized
officer supervising such destruction. It is agreed that
all information and materials produced by the Client
shall be the sole and exclusive property of the Client.
All copyright and title of said work shall be the
property of the Client, free and clear of all claims
thereto by the Consultant, and the consultant shall
retain no claim of authorship therein.
The provisions of this paragraph 2 shall survive
expiration and termination of this Agreement.
The Consultant agrees to perform the work hereunder
diligently and in the highest professional manner and
shall provide all necessary personnel to complete the
work in the time and manner reasonably set forth by the
Client. The Consultant shall strictly observe all
securities regulations and laws, and all other laws.
3. Remuneration. In consideration for the
services to be provide to the Client by the Consultant
under this Agreement, the Client hereby agrees to the
payment of remuneration to the Consultant as follows:
(a) The Client hereby agrees to pay the Consultant an
annual consulting fee in the amount between $84,000 and
$120,000, payable in equal monthly installments of
between $7,000 and $10,000 per month for a period of
thirty six (36) months from the date of this Agreement.
Such payment shall be due on the first (1st) day of each
and every month hereafter.
(b) Upon execution of this Agreement, or as soon
thereafter as possible, the Client shall cause to be
issued to the Consultant pursuant to the authority
granted from the Client's Board of Directors 400,000 to
500,000 Warrants exercisable for a period of 5 years at
$3.00 per share of its common stock, which will be
identical to the Warrants purchased by investors in any
subsequent offering. The share certificate to be issued
shall be issued in the name which the Consultant provides
to the Client in the Consultant's sole discretion. The
shares underlying the warrants shall be free and clear of
all liens and encumbrances except it shall bear a legend
containing the restrictive language of Rule 144 of the
Securities Act of 1933, as amended.
(c) The Client agrees to reimburse the consultant
for all travel, entertainment, mailing, printing,
postage and all other out-of-pocket expenses directly
related to the services to be provided. Expenses in
excess of $100 per occasion shall be preapproved by the
Client. Upon termination of this Agreement, any
continuing obligation under this paragraph shall cease;
however any accrued but unpaid expenses due to the
Consultant under this subparagraph shall be due and
payable within ten (10) days from such date.
4. Term. It is agreed between the parties that
this Agreement shall expire on the last day of the Thirty
Six (36) full month from the date here unless terminated
as provided for in paragraph 3(a). The Consultant's
obligation to provide services hereunder shall commence
on the date on which the Consultant receives from the
Client the first payment compensation under paragraph
3(a) and the Client has caused to be issued the option
certificate referred to in paragraph 3(b) hereof.
Notwithstanding the foregoing, this Agreement may
be terminated by Client upon a material breach by
Consultant, or if Consultant or any of its directors,
officers, employees or consultants become the subject of
any criminal prosecution or any enforcement proceeding by
the Securities and Exchange Commission or any other state
or federal agency.
5. Miscellaneous Provisions.
(a) This Agreement and the duties and
responsibilities creased hereby may not be assigned,
transferred or delegated by the Consultant without the
prior written consent of the Client.
(b) This Agreement shall be interpreted and
governed by the laws of the State of New York; all
clauses of this Agreement are distinct and severable and
if any clause shall be held illegal or void, it shall not
affect the validity or legality of the remaining
provisions of this Agreement.
(c) No waiver of any breach of any
condition herein will constitute a waiver of any
subsequent reach of the same or any other condition.
(d) The parties hereto agree to execute
such other documents as are necessary to carry out the
intent and the spirit of this Agreement.
(e) Subject to the other provisions
hereof, the terms and conditions of this Agreement shall
extend to and be binding upon and shall inure to the
benefit of the successors and assigns of the Parties
hereto.
(f) This Agreement may not be assigned
without the prior written consent of all parties, and
that any attempted assignment in violation of this
provision will be null and void.
6. Notices. All notices, demands or requests
required or authorized hereunder shall be deemed
sufficiently given if in writing and sent by registered
or certified mail, return receipt requested and postage
prepaid, or by telex, telegram or cable to:
Client: ELITE LABORATORIES, INC.
000 Xxxxxxx Xxxxxx
Xxxxxxx, Xxx Xxxxxx 00000
and if to Consultant:
BRIDGE VENTURES, INC.
0000 Xxxx xx Xxxxxx Xx.
Xxxxxxxx Xxx, Xx. 00000
Attn: Xxxxxx Xxxxxxxx
7. Status of Parties. For the purpose of this
Agreement, and the services, duties and responsibilities
created hereunder, nothing other than exercise of
warrants provided for in paragraph 3, nothing contained
herein shall create an equity or ownership interest of
one party in the other. It is understood and agreed
between the parties that the Consultant is an independent
contractor of the Client for the purposes set forth
herein.
8. Entire Agreement. This instrument contains
the entire agreement of the parties relating to the
subject matter hereof. The parties have made no
agreements, representations or warranties relating to the
subject matter hereof which are not set forth herein. No
modification of this Agreement shall be valid unless made
in writing and signed by the parties hereto.
9. Notwithstanding the foregoing, this Agreement
may be terminated by client upon a material breach by
consultant, or if consultant or any of its directors or
officers become the subject of any criminal prosecution
or any enforcement proceeding by the Securities and
Exchange Commission or any other state or federal agency.
IN WITNESS WHEREOF, the parties hereto have
executed this Agreement on the day and year first above
written.
CONSULTANT:
BRIDGE VENTURES, INC.
By: /s/
Xxxxxx Xxxxxxxx
CLIENT:
ELITE LABORATORIES, INC.
By: /s/
