EXHIBIT 10.19
ASTRALIS LTD
CONSULTANT AGREEMENT BETWEEN
ASTRALIS LTD AND Xxxxxxx X. Xxxxxx - MADE AS OF
Monday, February 21, 2005
Agreement made as of the 2lst day of February 2005 by and between ASTRALIS
LTD having its principal address at 00 Xxxxxxx Xxx., Xxxxxxxxx, X.X. 00000 and
Xxxxxxx X. Xxxxxx (CONSULTANT), having its principal address at 0 Xxxxxx Xxx,
Xxxxxxxx, XX 00000
ASTRALIS LTD and CONSULTANT desire to enter into an agreement whereby the
CONSULTANT will perform certain professional services as an independent
contractor.
In consideration of the mutual promises in this agreement, the CONSULTANT
agrees to perform the professional services set forth in paragraph 1 with the
standard of professional care and skill customarily provided in the performance
of such services, and ASTRALIS LTD agrees to pay the CONSULTANT such amounts as
are specified herein, all upon the following conditions:
1. You are hereby retained by ASTRALIS LTD as a CONSULTANT who is an
independent contractor and shall perform the services set forth on
Schedule I attached hereto. CONSULTANT is being retained on an exclusive
basis.
2. CONSULTANT shall be paid for the services actually performed in the manner
and amounts set forth on Schedule I. ASTRALIS LTD shall not be liable for
any other costs or expenses of any nature in connection with CONSULTANT's
work with the exception of wire line and wireless telephone service used
by the consultant to perform the duties set forth in schedule I. The
parties also agree that CONSULTANT may request ASTRALIS LTD permission to
incur other additional expenses in connection with the services set forth
in paragraph 1 above. Upon prior written approval of said expenses by the
project director set forth in paragraph 5 below, ASTRALIS LTD shall, upon
submission of supporting documentation, reimburse CONSULTANT for said
expenses. Any additional services beyond those set forth in paragraph 1
above shall be performed by the CONSULTANT only after an agreement in
writing between CONSULTANT and ASTRALIS LTD.
3. Payment for compensation earned in accordance with Schedule I and
reimbursable out- of-pocket expenses in accordance with paragraph 2 above
will be made by ASTRALIS LTD to the CONSULTANT within thirty (30) days of
receipt of invoice from CONSULTANT. Late payments will incur a late
payment charge of 5% per month.
4. This Agreement shall commence as of the date first written above and
continue eight (8) months until October 20, 2005, unless terminated
earlier by either party in accordance with this Agreement.
5. ASTRALIS LTD designates Xxxxx Xxxxxx, President and Chief Executive
Officer as project director to whom CONSULTANT shall from time to time
provide written and verbal reports setting forth the progress of
CONSULTANT's work.
6. CONSULTANT is not, and shall not be considered, an employee of ASTRALIS
LTD. CONSULTANT acknowledges full responsibility for compliance with all
Federal, State, and City tax regulations regarding taxes that may accrue
on the fee paid as a result of services rendered ASTRALIS LTD. Further,
ASTRALIS LTD will not provide workers' compensation nor any other benefit
whatsoever to CONSULTANT except for compensation identified in paragraph 2
above.
7. ASTRALIS LTD agrees to hold CONSULTANT and/or its, family, sources of
finding and its operation staff harmless, and to defend and indemnify them
against all claims, actions, liability, damage, loss and expenses,
including but not limited to, by reason of injury, illness or death to any
person or damaged property arising or alleged to have arisen out of
CONSULTANT's activities in connection with this Agreement. ASTRALIS LTD
will assure that CONSULTANT is an insured party of the current Directors &
Officers Liability Insurance policy and that ASTRALIS LTD will assume any
deductible costs that may be incurred by CONSULTANT as a result of a
future claim or legal action resulting from, the performance of his duties
as interim CFO.
8. Either party may terminate this Agreement early without cause by giving
the other party thirty (30) calendar days written notice of its election
to terminate. Either party may terminate this Agreement early with cause
upon ten (10) calendar days written notice.
9. CONSULTANT, during the period of this Agreement, shall not, without the
prior written consent of ASTRALIS LTD, enter into any arrangement that
will conflict with the tasks undertaken pursuant to this Agreement.
CONSULTANT represents that as of the date of this Agreement he has no
existing arrangements or agreements that could conflict with his
responsibilities under this Agreement.
10. CONSULTANT shall personally perform the services covered by this
Agreement. CONSULTANT shall not assign any interest in this Agreement be
assigned without prior written approval of ASTRALIS LTD.
11a. CONSULTANT recognizes that all records, information and materials
(including but not limited to patentable subject matter and potential
trade secrets and know-how) that are received by CONSULTANT from ASTRALIS
LTD before or during the term of this Agreement and all copies made by
CONSULTANT of these records, information and materials are and shall
remain the property of ASTRALIS LTD, shall be held in strict confidence by
CONSULTANT during the term of this Agreement and for five (5) years
thereafter, shall be used by CONSULTANT solely for the purpose of
performing his obligations hereunder, and shall be returned at the
termination of this agreement or earlier at the specific request of
ASTRALIS LTD. CONSULTANT shall disclose promptly to ASTRALIS LTD all
inventions, discoveries, formulas, processes, computer programs,
algorithms, designs, trade secrets, works of authorship related to or
directly relevant to
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ASTRALIS LTD Intellectual Property or research results, whether or not
fixed in a tangible medium of expression and other information and
know-how (collectively hereinafter "TECHNOLOGY") made, discovered or
developed by CONSULTANT either alone or in conjunction with any other
person or entity during the term of this Agreement. CONSULTANT agrees that
all TECHNOLOGY made, discovered, developed, authored, prepared or
conceived by CONSULTANT during the term of this Agreement in connection
with the furtherance of this Agreement whether alone or in combination
with another, whether or not on ASTRALIS LTD premises, shall belong
exclusively to ASTRALIS LTD. CONSULTANT acknowledges that no rights
whatsoever in the TECHNOLOGY are retained by CONSULTANT including the
right to prepare derivative works and that work of authorship shall be
deemed a work made for hire.
11b. CONSULTANT agrees to and hereby does assign all right, title and interest
in and to any TECHNOLOGY to ASTRALIS LTD. ASTRALIS LTD shall have the
right to apply for, prosecute, obtain, retain and transfer any and all
copyrights, trademarks, registrations, patents or any such similar right
or property interest arising from or in connection with the TECHNOLOGY.
CONSULTANT agrees to cooperate with and provide all reasonable assistance
to ASTRALIS LTD, its designees, assignees or licensees in connection with
the foregoing.
12. This Agreement constitutes the entire understanding between ASTRALIS LTD
and CONSULTANT. Both parties represent that they have the capacity to
enter into this Agreement and perform the obligations hereunder. This
Agreement or any amendment shall not be binding unless executed in writing
by ASTRALIS LTD and CONSULTANT.
13. This Agreement shall be construed in accordance with the laws of the State
of New Jersey, without regard to its conflict of laws provisions.
14. CONSULTANT has no actual authority, nor shall the CONSULTANT give the
impression of having apparent authority, to bind ASTRALIS LTD with regard
to any third parties.
15. If any provision of this Agreement shall be determined to be void,
invalid, unenforceable or illegal for any reason, it shall be ineffective
only to the extent of such prohibition and the validity and enforceability
of all the remaining provisions shall not be affected thereby. The failure
of either party to exercise any of its rights under this Agreement for a
breach thereof shall not be deemed to be a waiver of such rights, nor
shall the same be deemed to be a waiver of any subsequent breach, either
of the same provision or otherwise.
16. This agreement may be executed in one or more counterparts or duplicate
originals, all of which shall be considered one and the same agreement.
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IN WITNESS WHEREQF, the parties hereto have executed this Agreement the day set
forth above.
ASTRALIS LTD
By: /s/ Xxxxx Xxxxxx Xxxxxxx X. Xxxxxx
------------------------------------- -----------------------------
Xxxxx Xxxxxx Xxxxxxx X. Xxxxxx
President and Chief Executive Officer Consultant
2/21/05 2/21/05
------------------------------------- -----------------------------
Date Date
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SCHEDULE I
CONSULTANT AGREEMENT BETWEEN
ASTRALIS LTD AND Xxxxxxx X. Xxxxxx - MADE AS OF Monday, February 21, 2005
Compensation
Upon request by ASTRALIS LTD project director or his designee, Consultant shall
provide consulting services on to ASTRALIS LTD, at the rate of $15,600.00 per
month provided however that 1) the minimum effort level will be 40 hours per
week and that the total fee shall not exceed $15,600.00 per month without the
prior written consent of ASTRALIS LTD project director or his designee. The
consultant fee ($15,600.00 per month) is payable in 1/2 monthly installments.
ASTRALIS LTD and Consultant shall periodically review the maximum per- month fee
for services to take into account the situations of both parties. The nature and
scope of these services is to function as interim CFO as described below in
paragraph 1, Services.
Services
1. As the Chief Financial Officer (CFO) the consultant will assist the Chief
Executive Officer lead and implement the company's long-term strategy and
vision. Responsibilities include: financial planning and management, sourcing
funding, building relationships with the financial community, partnering with
other pharmaceutical companies, contract negotiations; and ultimately provide
successful growth in value for investors and shareholders and enhance the
ASTRALIS LTD name and reputation for excellence. The interim CFO will report to
the Chief Executive Officer.
2. ASTRALIS LTD agrees to cooperate with Consultant in the performance of the
foregoing services: Consultant shall keep in frequent contact with ASTRALIS LTD
project director or his designee, and shall file periodic written reports at
ASTRALIS LTD request. Consultant has a fiduciary duty to ASTRALIS LTD, and does
not now, and will not in the future represent, or accept compensation from, or
enter into conflicting arrangements with any other person relating to the agreed
Services without ASTRALIS LTD prior written consent. Consultant shall not
present ASTRALIS LTD position on commercial terms to a third party without the
prior consent of ASTRALIS LTD.
3. If requested by Consultant, ASTRALIS LTD will provide reasonable, available
office space, computers, internet access, internal email address, business
cards, reimbursement for travel expenses, and administrative support services to
Consultant for his performance of this Agreement.
ASTRALIS LTD.
By: /s/ Xxxxx Xxxxxx Xxxxxxx X. Xxxxxx
------------------------------------- -----------------------------
Xxxxx Xxxxxx Xxxxxxx X. Xxxxxx
President and Chief Executive Officer Consultant
2/21/05 2/21/05
------------------------------------- -----------------------------
Date Date
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