Exhibit 10.24
CONSULTANT AGREEMENT
BETWEEN: ATHENA MEDICAL CORPORATION, a Nevada corporation, dba "AFEM
Medical Corporation" ("AFEM");
AND: XXXXX X. XXXXXX ("Consultant").
DATED: Effective December 1, 1996.
1 Consultant agrees to serve as a consultant to AFEM in
manufacturing, distributing, marketing and financing. The parties anticipate
that Consultant shall devote approximately one to two days of each week in
performing such services, as requested by AFEM but at such times and places
as are determined by Consultant.
2 This Agreement may be terminated by either party, for any reason or
no reason, upon 30 days' prior written notice, which will be deemed given
upon personal delivery to the other party, or 24 hours after mailing (by
certified mail, return receipt requested) to the other party's address set
forth below.
3 AFEM shall pay to Consultant $2,500.00 per month, commencing on the
effective date of this Agreement and payable 15 days after receipt of
Consultant's invoice. Such fee is intended to compensate Consultant for
normal travel expenses (such as those between Consultant's home and AFEM's
principal office) and incidental expenses. However, non-ordinary reasonable
expenses (such as out-of-state travel) incurred by Consultant may be
reimbursed if first approved in advance by an officer of AFEM, and if
evidenced by receipts and vouchers substantiating each such expense.
4 Consultant is an independent contractor, and accepts sole
responsibility for payment of all income taxes, withholdings and
contributions required by federal, state and local law as to himself and any
of his employees. Neither Consultant nor any of his employees is entitled to
workers' compensation, unemployment, health, retirement or any other
contribution, insurance or benefit from AFEM by virtue of this Agreement.
5 Consultant agrees that any and all information relating to AFEM's
products, proposals, methods, research, marketing or other business plans,
and other financial or business information, whether or not considered trade
secret or proprietary (collectively, "Information") disclosed to or
obtained by Consultant during the course of his relationship with AFEM
(whether before or during the term of this Agreement) is the exclusive
property of AFEM and will not at any time be disclosed, copied or summarized
by Consultant or any of his employees to any person or entity without the
prior written consent of AFEM in each instance. The foregoing does not apply
to any Information
which is publicly available or obtained by Consultant without breach of any
obligation of confidentiality. Consultant agrees to promptly return to AFEM
upon request at any time all documents containing Information, including
notes, files, correspondence, memoranda, diskettes, summaries, sketches and
reports, without retaining any copies. Consultant further agrees that
violation of this Section 5 would cause irreparable injury to AFEM, and AFEM
will by reason thereof be entitled to preliminary relief such as a temporary
restraining order or preliminary injunction, without posting bond therefor.
In any action at law or in equity to enforce or interpret this Section 5, the
prevailing party will be entitled to reasonable attorney fees and costs, as
determined by the court.
6 This Agreement may not be assigned, and the duties and rights under
it may not be subcontracted, by either party without the prior written
consent of the other. This Agreement shall be construed in accordance with
the laws of Oregon. This Agreement represents the final and conclusive
agreement between the parties, and supersedes all prior and contemporaneous
letters, discussions and understandings between them, oral or written. This
Agreement may only be amended or extended in a writing signed by both parties.
EXECUTED as of the date first set forth above.
Athena Medical Corporation
By:______________________________
Xxxxx X. Xxxxxxxx,
Chief Executive Officer
By:______________________________
Xxxxxxx X. Xxxxxxx, President
00000 XX Xxxxxx Xxxxxx, Xxxxx X-0
Xxxxxxxx, XX 00000
________________________
Xxxxx X. Xxxxxx
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxx, XX 00000
