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EXHIBIT 10.3
CONSULTING AND FINANCIAL ADVISORY SERVICES AGREEMENT
This Consulting and Financial Advisory Services Agreement (this
"Agreement") is made as of February 19, 1997 between Rockwell Medical
Technologies, Inc., a Michigan corporation ("Rockwell"), and Wall Street
Partners, Inc., a Michigan corporation ("Wall Street").
RECITALS
X. Xxxxxxxx is engaged in the business of, among other things,
manufacturing, marketing, selling and distributing medical supplies and
concentrates to hemodialysis clinics and other distributors and dealers in the
hemodialysis industry.
B. Wall Street is engaged in the business of, among other things,
providing consulting and financial advisory services to other businesses.
X. Xxxxxxxx desires to engage Wall Street's expertise and knowledge in
connection with its business and operations, and Wall Street desires to provide
such services to Rockwell, upon the terms and conditions of this Agreement.
Therefore, the parties agree as follows:
1. Consulting Services. During the Term, as defined in Xxxxxxx 0, Xxxx
Xxxxxx shall provide to or for the benefit of Rockwell consultation and advice
to the directors, officers and employees of Rockwell with respect to various
business, accounting, and financial matters (the "Services"). Wall Street will
render such consultation and advice as may reasonably be requested by the
officers or directors of Rockwell or by employees so designated by the officers
or directors of Rockwell. Such consultation and advice may regard or involve
all aspects of the business and operations of Rockwell, including its
subsidiary, Rockwell Transportation, Inc. ("Rockwell Transportation"), with the
exception of FDA regulatory matters
2. Term. This Agreement will become effective as of the date hereof and
will remain in effect until December 31, 1997, unless such term is extended by
the mutual consent of the parties.
3. Relationship of the Parties. Nothing herein will be construed to
create a partnership or joint venture by or between Rockwell (including Rockwell
Transportation for this entire Section 3) and Wall Street or to make one the
agent of the other. Rockwell and Wall Street will not hold themselves out as a
partner or agent of the other or to otherwise state or imply by advertising or
otherwise any relationship between them in any manner contrary to the terms of
this Agreement. Rockwell and Wall Street do not have, and will not represent
that they have, the power to bind or legally obligate the other. The parties
acknowledge that this arrangement is not exclusive and Wall Street shall have
the right to render consulting and advisory services to other persons or
entities. No employee of Wall Street will be considered an employee of
Rockwell by either party for any purpose whatsoever, notwithstanding that one
or more employees of Wall Street may be engaged in providing Services provided
by Wall Street to Rockwell on a full-time basis.
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4. Consideration. As full consideration for Wall Street's performance of
the Services, and for the covenants described in Section 5 of this Agreement,
Rockwell will pay Wall Street $25,000 per month (which amount will be prorated
for any partial periods worked based on a five business day week). All amounts
are payable in U.S. funds on the last day of each month, in arrears.
5. Confidentiality.
(a) Wall Street will not, at any time during the Term (other than as
may be required in connection with the performance of its Services hereunder) or
thereafter, directly or indirectly, use, communicate, disclose or disseminate
any Confidential Information (as defined in subparagraph (b) of this Section 5)
in any manner whatsoever.
(b) As used in subparagraph (a) of this Section 5, the term
"Confidential Information" will mean all business and technical information
including, but not limited to, information of any nature and in any form which
at the time or times concerned is not generally known to those persons engaged
in business similar to that conducted or contemplated by Rockwell and Rockwell
Transportation (other than by an act or acts of an employee not authorized to
disclose such information), and which relates to one or more aspects of the
present or past business of Rockwell and Rockwell Transportation or any
affiliate or predecessor, including, without limitation, patents and patent
applications, inventions and improvements (whether or not patentable),
development projects, policies, processes, formulas, techniques, know-how,
pricing, financial information, and other facts relating to manufacturing,
sales, advertising, promotions, transportation, packaging, labeling, lab
techniques and testing methods, distribution, financial matters, strategies,
customers and potential customers, marketing and sales methods, preparation of
bids, vendor sources and vendor financing arrangements, other than information
which is independently developed or which is in the public domain or which
becomes available to a recipient on a non-confidential basis without violating
subparagraph (a) of this Section 5 or which is required to be disclosed by law
and is disclosed in a manner so required.
6. Notices. Any notice or other communication required or permitted
hereunder will be in writing and shall be deemed given when so delivered
personally or received by facsimile or overnight carrier or, if mailed, four
days after the date of mailing, as follows:
(a) If to Rockwell, to it at:
Rockwell Medical Technologies, Inc.
00000 Xxxxxxx Xxxx Xxxxx
Xxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxxx, President
Facsimile: (000) 000-0000
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With a copy to:
Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx
0000 Xxxxx Xxxxxxxx Xxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx, Esq.
Facsimile: (000) 000-0000
(b) If to Wall Street, to it at:
Wall Street Partners, Inc.
P. O. Xxx 00000
Xxxxxx Xxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxx X. Xxxxx, President
Facsimile: (000) 000-0000
7. Assignment. This Agreement will bind and inure to the benefit of the
parties and their respective successors and assigns. This Agreement will not
be assignable or delegable without the prior written consent of all parties.
8. Entire Agreement; Amendment. This Agreement contains the entire
agreement of the parties with respect to the subject matter of this Agreement.
This Agreement may be altered or amended only by an instrument in writing, duly
executed by both parties or, in the case of a waiver, by the party waiving
compliance.
9. Governing Laws; Venue. The laws of the State of Michigan shall govern
this Agreement, its construction, and the determination of any rights, duties
or remedies of the parties arising out of or relating to this Agreement. The
parties acknowledge that the United States District Court for the Eastern
District of Michigan or the Michigan Circuit Court for the County of Oakland
shall have exclusive jurisdiction over any case or controversy arising out of
or relating to this Agreement and that all litigation arising out of or
relating to this Agreement shall be commenced in the United States District
Court for the Eastern District of Michigan or in the Michigan Circuit Court for
Oakland County.
10. Waiver. No waiver of any breach of any provision of this Agreement
will be deemed a waiver of any preceding or succeeding breach or of any other
provision of this Agreement. No extension of time for performance of any
obligations or acts will be deemed an extension of the time for performance of
any other obligations or acts.
11. Counterparts. This Agreement may be executed in counterparts, each of
which will be an original, but all of which together will constitute one
instrument.
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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement on
the date first set forth in the introductory paragraph of this Agreement.
ROCKWELL MEDICAL TECHNOLOGIES, INC., a
Michigan corporation
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Its: President
WALL STREET PARTNERS, INC., a Michigan
corporation
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Its: President
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