CONSULTING AGREEMENT
Exhibit 10.2
This
Consulting Agreement (Agreement) is effective this 1st day of July 2021 and entered into
between Sanara MedTech Inc, a Texas corporation ("Company") located
at 0000 Xxxxxx Xxx, Xxxxx 000, Xxxx Xxxxx, XX 00000, and Xxx Xxxx
Xxxxxxxx, ("Consultant") located at 00000 Xxxxxx XX, Xxx Xxxxxxx,
XX 00000.
RECITALS
Company is a provider of wound and skin care products dedicated to
improving patient outcomes.
A.
Consultant
is an individual possessing unique scientific, patent, grant and
licensing expertise of value to the Company.
B.
Company
desires to engage Consultant and Consultant desires to accept such
engagement, all on the terms and conditions set forth in this
Agreement.
AGREEMENT
In
consideration of the foregoing recitals and the covenants and
agreements of the parties contained herein, the parties do hereby
agree as follows:
1.
Engagement:
Consultant agrees to perform the duties and render the services for
the term of this Agreement (the
“Engagement”).
2.
Duties:
During the Engagement,
Consultant agrees to render to the Company the duties
of:
(a)
Consultant will
report to the Executive Chairman or his designee.
(b)
During the term of
this Engagement, Consultant shall provide to Company those services
described in Attachment A.
Subject to the agreement of both parties, Attachment A may be amended to
incorporate additional or modified services during the term of this
Agreement.
3.
Compensation: As compensation
for services to be performed hereunder, Company shall provide
Consultant with the following compensation:
(a)
A consulting fee
(the “Consulting Fee”) of $14,808.12 per month. The fee
is to be paid once per month on the last business day of the month
of services.
(b)
A discretionary
annual bonus as determined by the Compensation Committee of the
Board of Directors. The annual bonus will be based on mutually
agreed metrics developed by Company and Consultant.
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(c)
The Company shall
reimburse Consultant for all reasonable business expenses
Consultant incurs in performing the Consulting Services, provided
that Consultant receives prior written approval from the Company
and the expenses are in compliance with the Company’s travel
and expense policies.
4.
Independent Contractor:
Consultant shall at all times be an independent contractor (and not
an employee or agent of the Company); therefore, Consultant shall
not be entitled to participate in any benefit plans or programs
that the Company provides or may provide to its employees,
including, but not limited to, pension, profit-sharing, medical,
dental, workers’ compensation, occupational injury, life
insurance and vacation or sick benefits.
5.
Taxes. Neither federal, state,
or local income tax nor payroll tax of any kind shall be withheld
or paid by the Company on behalf of Consultant. Consultant shall
not be treated as an employee of the Company with respect to
services performed under the Agreement for federal, state, or local
tax purposes.
6.
Terms and
Termination.
(a)
This Agreement
shall have a term of three (3) years, which may be renewed as
needed.
(b)
This
Agreement and Consultant’s engagement may be terminated
without cause at any time.
(c)
This
Agreement and Consultant’s engagement are subject to
immediate termination for cause as follows:
1.
Death:
This Agreement shall terminate immediately upon Consultant’s
death, in which event the Company’s only obligation shall be
payment of all compensation due Consultant for services rendered by
Consultant prior to the date of Consultant’s death to the
Consultant’s estate or beneficiary.
2.
Disability:
The Company may terminate Consultant’s engagement in the
event that Consultant is disabled from performing all assigned
duties under this Agreement due to illness or injury for a period
in excess of three (3) consecutive months, in which event the
Company’s only obligation shall be to pay all compensation
due Consultant for services rendered by Consultant prior to the
date of termination.
3.
Termination of
Engagement with Cause: The
Company may terminate Consultant’s engagement immediately
upon written notice to Consultant in the event Consultant (1)
either is indicted for a felony by a court of competent
jurisdiction; (2) commits any gross misconduct, willful breach, or
habitual neglect of Consultant’s duties; (3) willfully
violates any policy or procedure of the Company that causes a
material adverse effect on the Company; or (4) uses illegal or
controlled substances. In any event, the Company’s sole
obligation to Consultant shall be payment of all compensation due
Consultant for services rendered by Consultant prior to notice of
termination under this subsection.
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4.
Termination without
Cause: In the event of any
termination by Company without cause, Consultant shall be entitled
to receive the Consulting Fee for a period of six (6) months
following the effective date of termination, plus reimbursement for
any approved expenses incurred but unpaid as of such date. The
foregoing payments shall constitute the full and total amount of
liquidated damages that the Consultant shall be entitled to receive
from the Company and its affiliates, and Consultant releases any
and all other contract or tort claims arising out of his consulting
relationship with the Company.
(d)
Return of Company
Property: Upon termination of
engagement for any reason, Consultant shall immediately return to
the Company without condition all files, records, and other
property of the Company.
7.
Confidentiality:
Consultant acknowledges and agrees
that Consultant has been entrusted with trade secrets and
proprietary information regarding the products, processes, methods
of manufacture and delivery, know-how, designs, formula, work in
progress, research and development, computer software and data
bases, copyrights, trademarks, patents, marketing techniques, and
future business plans, as well as customer lists and information
concerning the identity, needs, and desires of actual and potential
customers of the Company and its subsidiaries, joint ventures,
partners, and other affiliated persons and entities
(“Confidential Information”), all of which derive
significant economic value from not being generally known to others
outside the Company.
(a)
During
the entire term of Consultant’s engagement with the Company,
and for one (1) year thereafter, Consultant shall not disclose or
exploit any Confidential Information except as necessary in the
performance of Consultant’s duties under this Agreement or
with the Company’s express written consent.
(b)
Consultant
acknowledges and agrees that any violation of this Section would
cause immediate irreparable damage to the Company, and that it
shall be extremely difficult or impossible to determine the amount
of damage caused to the Company. Consultant therefore consents to
the issuance of a temporary restraining order, preliminary and
permanent injunction, and other appropriate relief to restrain any
actual or threatened violation of this Section, without limiting
any other remedies the Company may have. Consultant agrees to the
sole and exclusive jurisdiction of the Circuit Court for Tarrant
County, Texas` should any dispute arise out of the engagement
relationship as defined herein.
8.
Intellectual
Property: During the
performance of Duties, title to all inventions or discoveries made
solely by the Company shall reside in the Company; title to all
inventions or discoveries made solely by the Consultant shall
reside in the Consultant; and title to all inventions and
discoveries made jointly by Company and Consultant shall be
assigned to Company, with Company taking the responsibility for
patent application(s) decisions and costs.
9.
Publications:
Any publications, resulting from this Agreement and for which the
Consultant has contributed substantially to the thought and content
of the published work, will include the Consultant as an
author.
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10.
Notices:
All notices and other communications under this Agreement shall be
in writing and shall be delivered personally or mailed by
registered mail, return receipt requested and shall be deemed given
when so delivered or mailed, to a party at such address as a party
may, from time to time, designate in writing to the other party.
The initial addresses for notices are as
follows:
Company:
Xxxxxxx
XxXxxx, Chief Financial Officer
Sanara
MedTech Inc
0000
Xxxxxx Xxx, Xxxxx 000
Xxxx
Xxxxx, XX 00000
Or,
if by email, xxxxxxx@xxxxxxxxxxxxx.xxx
Consultant:
Xxx
Xxxx Xxxxxxxx
00000
Xxxxxx XX
Xxx
Xxxxxxx, XX 00000
Or,
if by email, xxxxxxxxxx@xxxxxxxxxxxxxxxx.xxx
11.
Severability:
In the event any provision of this Agreement is void or
unenforceable, the remaining provisions shall continue in full
force and effect.
12.
Waiver:
No waiver of any breach of this Agreement shall constitute a waiver
of any subsequent breach.
14.
Headings:
The paragraph and subparagraph headings herein are for convenience
only and shall not affect the construction
hereof.
15.
Miscellaneous:
(a)
The
Consultant acknowledges and agrees that the Company’s remedy
at law for any breach of any of his obligations hereunder would be
inadequate, and agrees and consents that temporary and permanent
injunctive relief may be granted in any proceeding that may be
brought to enforce any provision of this Agreement without the
necessity of proof of actual damage and without any bond or other
security being required. Such remedies shall not be exclusive and
shall be in addition to any other remedy, which the Company may
have.
(b)
This
Agreement constitutes the entire Agreement between the parties
regarding the above matters, and each party acknowledges that there
are no other written or verbal Agreements or understandings
relating to such subject matter between the Consultant and the
Company, or between the Consultant and any other individuals or
entities other than those set forth herein. No amendment to this
Agreement shall be effective unless it is in writing and signed by
both the parties hereto. All prior written or oral agreements
concerning the relationship between the Company and the Consultant
are merged in this agreement and are of no legal
effect.
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(c)
This
Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original for all purposes
hereof.
IN WITNESS
WHEREOF, the parties hereto
have hereunto set their hands on this 14th
day of July
2021.
|
“Company”
Sanara MedTech Inc.
|
“Consultant”
Xxx Xxxx Xxxxxxxx
|
|
By: /s/Xxxxxxx
XxXxxx
Xxxxxxx XxXxxx
Title: Chief
Financial Officer
Date: July 14,
2021
|
By:/s/ Xxx Xxxx
Xxxxxxxx
Xxx Bel Xxxxxxxx
Title:
Consultant
Date: July 14,
2021
|
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Attachment A
Statement of Work
for
Xxx Xxxx Xxxxxxxx
1.
Maintain patent portfolio - responding to examiner office actions,
scheduling of country annuities for patents and patent
applications, writing new patents, conducting patent intelligence.
Company to pay patent costs directly from patent attorney
invoices.
2.
Participate in grant/contract acquisition - maintain connection
base for future contract/grants knowledge, maintain awareness of
viable opportunities, write white papers and proposals, participate
in grant/contract fulfillment and reporting.
3.
Participate in Science Team meetings - bi-weekly for all science
projects and weekly for specific projects. Share knowledge with
team to accelerate their contributions.
4.
Share product and industry knowledge with Company.
4. Lead
efforts to monetize technology not of interest to Company, such as
the Rochal Bioshield technology, and to license patents for other
applications areas outside of human healthcare.
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