Consulting Agreement Parties:
Exhibit
10.1
Parties:
This
Consulting Agreement is entered into, effective as of the 15th day of October
2007, by and between Nutrition 21, Inc., having an office at 0 Xxxxxxxxxxxxxx
Xxxx, Xxxxxxxx, XX 00000 (“N21”), and Xxxxx X. Xxxx, Xxxxxxx Xxxxxxx, XX 00000
(“Consultant”).
Description:
Consultant
agrees to provide consulting services related to N21’s business.
Personal
Performance
The
consulting services described herein will be performed exclusively by Consultant
personally and cannot be assigned to others. Consultant represents that he
has
not been debarred by the US. Food and Drug Administration. Further, Consultant
agrees to make every reasonable effort to accommodate N21’s scheduling
needs.
Consulting
Period
The
consulting services will be provided for a period of six months effective as
of
October, 15, 2007, unless the services are earlier terminated by either party
as
set forth below. Unless earlier terminated as set forth below, at the end of
the
consulting period N21 may offer to extend the consulting period.
Fee
Structure and Billing:
N21
will
compensate Consultant at a rate of $5,000 per month. Consultant will submit
invoices for services monthly. No other compensation or benefits related to
the
consulting services will be provided by N21.
Other
Clients
N21
acknowledges that other parties may use Consultant’s consulting services and it
is understood and agreed that Consultant is not to disclose to N21 any
confidential information of other parties.
Confidentiality
(a)
During the period of Consultant providing consulting services to N21, Consultant
will acquire from N21 technical and commercial information which N21 considers
to be proprietary and confidential (“Information”). Consultant agrees to keep
confidential and not to use or divulge, except with the consent of N21, any
such
Information as well as all information developed by Consultant as a result
of
services provided for N21 under this Agreement (“Developed Information”). Upon
termination of this Agreement or at any other time N21 requests, Consultant
will
transmit to N21 any written, printed, or other materials embodying such
Information or Developed Information, including all copies and excerpts thereof.
These obligations on Consultant’s part with respect to N21’s Information and
Developed Information shall continue at all times during and beyond the
Consulting Period.
(b)
Notwithstanding the above, this Agreement shall not restrict Consultant’s use or
disclosure of any Information which:
| i. |
is
or later becomes publicly known through no fault of
Consultant;
|
| ii. |
was
already known to Consultant at the time of its receipt from N21,
as
evidenced by Consultant's written records;
or
|
| iii. |
is
lawfully and in good faith made available to Consultant by a third
party
without restriction and disclosure or
use.
|
(c)
Specific information disclosed to Consultant by N21 or developed by Consultant
in Consultant's consulting capacity to N21 shall not be deemed to be available
to the public or in Consultant's prior possession merely because it is embraced
by more general information available to the public or in Consultant's prior
possession.
Inventions
and Work Product
Any
and
all inventions, discoveries, designs, or other work product (including Developed
Information), whether or not patentable or registrable as copyrighted material
or trademarks, which Consultant develops, conceives and/or makes within the
Consulting Period, and for a period of one year following termination of the
Consulting Period, related to Consultant's work for N21 hereunder or based
on
Information received from N21 (“Intellectual Property”), shall be promptly and
fully disclosed to N21 and shall be the sole and exclusive property of N21.
Consultant will, at the request of N21, promptly execute any and all
applications, assignments or other instruments which N21 shall deem necessary
or
useful in order to convey to N21 the sole and exclusive right, title and
interest in and to said Intellectual Property and in order to procure, maintain
and enforce patent protection, copyright protection or other forms of protection
world-wide for said Intellectual Property. N21 shall bear the costs of preparing
and filing all said instruments.
Relationship
of the Parties
While
providing services for N21 in a consulting capacity, Consultant will be acting
as an independent contractor and not as an employee of N21 and Consultant will
not be entitled to any of the benefits, direct or indirect, of an employee
of
N21. From time to time Consultant may be granted authority to act as an agent
of
N21 insofar as required to fulfill Consultant's consulting responsibilities
described herein.
Termination
Either
party may terminate this Agreement on two (2) weeks prior written notice. Upon
termination, N21 shall only be obligated to pay you for consulting rendered
up
to the date of termination.
Survival
All
obligations which by their nature would continue beyond the termination of
this
Agreement, shall survive termination of this Agreement, including, but not
limited to, confidentiality and assignment of inventions.
Notices
All
notices or other communications required or permitted to be given hereunder
shall be in writing. All such notices and other communications pursuant to
the
terms of this Agreement shall be deemed to have been duly given or delivered
when delivered personally, or sent by telegram, facsimile with confirmation
of
receipt, courier service or by Certified Mail-return receipt requested, to
the
address first set forth above.
Law
Governing
The
validity, interpretation and performance of this Agreement shall be governed
and
construed in accordance with the laws of the state of New York.
Arbitration
All
claims or controversies arising out of or relating to this Agreement shall
be
settled by arbitration. Either party may demand arbitration. Within thirty
(30)
days of a demand for arbitration, each party shall select one arbitrator and
the
arbitrators shall select a third arbitrator. The arbitration shall be in
accordance with the rules of the American Arbitration Association and be held
in
New York, New York. The arbitration award may be entered in any court of
competent jurisdiction and enforced as any other judgment, decree or order
of
such court.
Complete
Agreement
This
Agreement contains all the understandings and representations between us
relating to the matters referred to herein, supersedes any arrangements
previously entered into with respect thereto, and can be amended only in a
writing duly executed on behalf of each party.
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Nutrition
21, Inc.
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Xxxxx
X. Xxxx
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By:
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/s/ Xxxx Xxxxxxxxxx |
/s/
Xxxxx X. Xxxx
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Name:
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Xxxx
Xxxxxxxxxx
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Title:
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President
& CEO
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