EXHIBIT 10.57
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT made and entered into as of
December 1, 1998, by and between Hydron Technologies, Inc. (the "Company"),
AND
Xxxxxxx X. Xxxxxx, an individual residing in Boca Raton,
Florida ("Xx. Xxxxxx");
WHEREAS, Xx. Xxxxxx'x employment with the Company shall
terminate effective November 30, 1998; and
WHEREAS, subject to the terms and conditions hereinafter set
forth, the Company wishes to retain the services of Xx. Xxxxxx, as a consultant
and Xx. Xxxxxx is willing to provide consulting services to the Company for a
transaction period described herein;
NOW, THEREFORE, in consideration of the premises and the
mutual promises and covenants contained herein, and intending to be legally
bound hereby, the parties hereto agree as follows:
1. ENGAGEMENT, TERM AND CONSULTING FEE. During the period
beginning on December 1, 1998 and ending March 31, 1999 (the "Consulting
Period"), Xx. Xxxxxx will, upon the reasonable request of the Company, be
available during regular business hours to consult and cooperate with the
Company and its representatives and answer questions with regard to the
business, management and finances of the Company. A consulting fee at the rate
of $10,750 per month shall be paid to Xx. Xxxxxx by the Company, on a weekly
basis, during the Consulting Period, regardless of the nature or extent of the
consulting services actually performed by Xx. Xxxxxx during such Consulting
Period. During or after the Consulting Period, Xx. Xxxxxx will, if requested by
the Company from time to time, consult and cooperate with the Company (and its
direct or indirect subsidiaries) and its representatives with respect to any
litigation involving the Company and/or its direct or indirect subsidiaries. The
Company shall pay for any and all pre-approved out-of-pocket expenses incurred
by Xx. Xxxxxx in performing his obligations under this Agreement.
2. INTEGRATION. This Agreement constitutes and expresses the
entire agreement of the parties with respect to the subject matter hereof and
supersedes and cancels all prior negotiations, discussions, agreements and
understandings relating to such subject matter. This Agreement may not be
modified or amended except by an instrument in writing executed by both parties
hereto. Notwithstanding the foregoing, this Agreement shall have no effect on
Xx.
Xxxxxx'x Employment Agreement, as amended, or on the letter agreement, of
even date herewith, relating to Xx. Xxxxxx'x separation from employment.
3. INDEPENDENT CONTRACTOR. During the Consulting Period, Xx.
Xxxxxx shall be and remain only an independent contractor. The Company shall not
be responsible for withholding or paying any taxes, including without
limitation, federal income tax, Social Security tax, Unemployment Insurance tax,
or any other federal, state or local personal or business tax, with respect to
the fees payable to Xx. Xxxxxx under this Agreement.
4. MISCELLANEOUS.
(a) The invalidity or unenforceability of any particular
provisions of this Agreement shall not affect the other provisions hereof; and
this Agreement shall be construed in all respects as if such invalid or
unenforceable provisions were omitted.
(b) This Agreement shall be construed in accordance with the
laws of the State of Florida other than the conflict of laws provisions of such
laws.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written.
HYDRON TECHNOLOGIES, INC.
By:
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Xxxxxxx Xxxxxxx
Chairman, President
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Xxxxxxx X. Xxxxxx
