CONSULTING AGREEMENT
AGREEMENT made this 20th day of May, 1997 by and between HYDRON
TECHNOLOGIES, INC., a New York corporation (the "Company") having its offices at
0000 Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000 and XXXXXXX XXX
ASSOCIATES, INC., a New Jersey corporation (the "Consultant") with its principal
place of business at 00-00 Xxxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000.
WITNESSETH:
WHEREAS, the Consultant has acquired considerable knowledge and expertise
with respect to research and development for cosmetics and health and beauty
products; and,
WHEREAS, the Company desires to obtain the benefits of the Consultant's
knowledge and expertise and the Consultant is agreeable thereto.
NOW, THEREFORE, in consideration of the mutual covenants, conditions and
promises contained herein, the parties hereby agree as follows:
1. Research and Development Activities.
(a) The Company hereby retains the Consultant, and the Consultant hereby
accepts and agrees, to serve as an independent general advisor and consultant to
the Company on all matters relating to research and development activities of
the Company (the "R&D Activities"). The Consultant shall advise and consult with
respect to performing the R&D Activities for the purpose of producing completed,
formulated and xxxxxxx products acceptable to the Company (the "Products")
suitable for commercial exploitation prior to the expiration of the term of this
Agreement.
(b) It is understood and agreed that consumer product safety testing for
certain of the Products may not have been completed prior to the expiration of
the term of this Agreement. In the event such testing reveals that additional
work is to be performed on the Products in order to make them safe for consumer
use and the Company requests the Consultant to complete such consumer product
safety testing, then in such event, the Consultant covenants and agrees, and
shall perform, such additional work as may be necessary in order to make the
Products safe for consumer use in return for a fee $7,000 per month until
completion of such testing.
(c) The Consultant's R&D Activities under this paragraph no. 1 shall be
provided principally within the State of New Jersey, and at such other place or
places and at such time or times, on reasonable notice, as the officers of the
Company shall reasonably determine from time to time. In the event the
Consultant shall travel outside of the State of New Jersey at the request of the
Company, then in such event,
the Company shall reimburse the Consultant for the reasonable expenses of such
traveling.
(d) The Consultant shall keep himself available to consult with and advise
the Company to the best of its ability with respect to the matters specified
above for such number of hours per week, if so requested by the Company, as may
be necessary to complete the development of the Products prior to the expiration
of the term of this Agreement.
(e) The Consultant covenants and agrees to make available Xxxxxxx Xxx to
perform substantially all of the services required to be performed by the
Consultant hereunder.
2. Term. The term for which the Consultant will perform the R&D Activities
shall be for the twelve (12) month period of May 1, 1997 through April 30, 1998
(the "Initial Term"); and the term shall automatically renew for one (1)
additional twelve (12) month period, from May 1, 1998 through April 30, 1999
(the "Additional Term"), unless the Company gives notice to the Consultant of
its intend not to renew by no later than April 1, 1998.
3. Monthly Remuneration. In full consideration of the R&D Activities to be
performed by the Consultant hereunder, the Company agrees to pay to the
Consultant the sum of $72,000, payable in equal monthly installments of $6,000
during the Initial Term of this Agreement, and $84,000, payable in equal monthly
installments of $7,000 during the Additional Term of this Agreement.
4. Ownership of the Products, etc.
(a) Any and all of the Products, as well as, including but without
limitation, any and all pamphlets, books, reports, drawing, specifications,
prototypes, laboratory models, patents, patent applications, inventions,
improvements and/or discoveries (whether or not patentable) developed during the
R&D Activities are, and shall remain, the exclusive property of the Company.
(b) At any time and from time to time, at the request of Company and
without further cost or expense to Company, the Consultant shall execute and
deliver such instruments of conveyance or transfer and take such other actions
as Company may request in order to vest in Company good and marketable title to
the Products, including, but not limited to, assistance in preparing patent
applications. In furtherance thereof, the Consultant hereby grants to Company an
irrevocable power of attorney to effect same in the name and stead of
Consultant. The Company need not take any other action, nor have any other
documents executed, to effect such power of attorney; and the Consultant
expressly acknowledges and agrees that such power of attorney is irrevocable and
shall be deemed to be coupled with an interest.
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5. Prohibited Action. The Consultant and Xxxxxxx Xxx shall not engage in
any acts or conduct and shall not make any statement which can reasonably be
expected to have an adverse affect on the business, financial condition or
reputation of the Company or its products.
6. Confidential Information. The Consultant and Xxxxxxx Xxx shall not
directly or indirectly either during the term of this Agreement or thereafter,
disclose to anyone (except in the regular course of the Company's business), or
use in competition with the Company, any information acquired by the Consultant
during the period the Consultant is performing services for the Company with
respect to the Company's operations or affairs (including, but not limited to,
products, product formulation and specification, names, addressed and
requirements of customers or prospective customers, and the business methods,
procedures, programs and forms of the Company, all of which the Consultant
acknowledges to be confidential).
7. Relationship of the Consultant to the Company. The Consultant shall be
an independent contractor; in no event shall the Consultant or Xxxxxxx Xxx be
considered an agent of the Company. Under no circumstances shall the Consultant
or Xxxxxxx Xxx have, or claim to have, power of decision in any activities on
behalf of the Company. Further, the Company acknowledges, that as independent
contractors, each of the Consultant an Xxxxxxx Xxx have the right to perform
services for other companies in the cosmetic field; provided, that in no event
shall the Consultant or Xxxxxxx Xxx breach paragraph numbers 4, 5 or 6 hereof.
8. Equitable Relief. In the event the Consultant shall commit or cause to
commit a breach of this Agreement (including but not limited to the provisions
of paragraph numbers 4, 5, 6 and 7 hereof, and with regard to Xxxxxxx Xxx,
solely the provisions of paragraph numbers 4, 5, 6 and 7 hereof), then in any
such event, each of Xxxxxxx Xxx and the Consultant hereby consents to the
granting of a temporary or permanent injunction against him and it,
respectively, by any court of competent jurisdiction prohibiting such violations
of any provision of this Agreement. In any proceeding for an injunction and upon
any motion for a temporary or permanent injunction, each of the Consultant and
Xxxxxxx Xxx agrees that their ability to answer in damages shall not be a bar or
interposed as a defense to the granting of such temporary or permanent
injunction against the Consultant or Xxxxxxx Xxx. Each of the Consultant and
Xxxxxxx Xxx further agrees that the Company will not have an adequate remedy at
law in the event of any breach by the Consultant or Xxxxxxx Xxx hereunder and
the Company will suffer irreparable damage and injury if any of such provisions
of this Agreement are breached.
9. Survival. The provisions of Sections 4, 5, 6, 7 and 8 shall survive the
termination of this Agreement.
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10. Cumulative Rights. The rights and remedies granted in this Agreement
are cumulative and not exclusive, and are in addition to any and all other
rights and remedies granted and permitted under and pursuant to law.
11. No Waiver. The failure of any of the parties hereto to enforce any
provision hereof on any occasion shall not be deemed to be a waiver of any
preceding or succeeding breach of such provision or any other provision.
12. Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties hereto and no amendment, modification or waiver of
any provision herein shall be effective unless in writing, executed by the party
charged therewith.
13. Governing Law. This Agreement shall be construed, interpreted and
enforced in accordance with and shall be governed by the laws of the State of
Florida without regard to the principles of conflicts of laws. Each party hereto
hereby irrevocably consents to the exclusive jurisdiction and venue of the
courts of the State of Florida and of any United States District Court located
within the State of Florida with regard to any and all actions or proceedings
arising out of, or relating to, this Agreement, and agrees that service of
process may be made in the manner for providing notice, as specified in
paragraph 16 hereof.
14. Assignment and Delegation of Duties. This Agreement may not be
assigned by the parties hereto, and any attempted assignment hereof shall be
void and of no effect. This Agreement is in the nature of a personal service
contract and the duties imposed hereby are non-delegable.
15. Paragraph Headings. The paragraph headings herein have been inserted
for convenience of reference only, and shall in no way modify or restrict any of
the terms or provisions hereof.
16. Notices. Any notice or other communication under the provisions of
this Agreement shall be in writing, and shall be given by postage prepaid,
registered or certified mail, return receipt requested, by hand delivery with an
acknowledgement copy requested, or by the Express Mail service offered by the
United States Post Office, directed to the addresses set forth above, or to any
new address of which any party hereto shall have informed the others by the
giving of notice in the manner provided herein. Such notice or communication
shall be effective, if sent by mail, three (3) days after it is mailed within
the continental United States; if sent by Express Mail service, one day after it
is mailed; or by hand delivery, upon receipt.
17. Unenforceability; Severability. If any provision of this Agreement is
found to be void or unenforceable by a court of competent jurisdiction, then the
remaining provisions of this Agreement, shall, nevertheless, be binding upon the
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parties with the same force and effect as though the unenforceable part had been
severed and deleted.
18. No Third Party Rights. The representations, warranties and other terms
and provisions of this Agreement are for the exclusive benefit of the parties
hereto, and no other person shall have any right or claim against any party by
reason of any of those terms and provisions or be entitled to enforce any of
those terms and provisions against any party.
19. Counterparts. This Agreement may be executed in counterparts, all of
which shall be deemed to be duplicate originals.
IN WITNESS WHEREOF, the parties hereto have executed this instrument the
date first above written.
HYDRON TECHNOLOGIES, INC.
By: /s/ Xxxxxxx Xxxxxx
-------------------------
Xxxxxxx Xxxxxx, Executive Vice President
XXXXXXX XXX ASSOCIATES, INC.
By: /s/ Xxxxxxx Xxx
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Xxxxxxx Xxx, President
Solely with regard to paragraph numbers 4-9 of this Agreement:
/s/ Xxxxxxx Xxx
-------------------------
XXXXXXX XXX
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