EXHIBIT 10.18
CONSULTING AGREEMENT
This Consulting Agreement is entered into as of June 1, 1999 between
ProCyte Corporation, a Washington corporation, hereinafter referred to as the
"Company" and Xxxxx Xxxxxxxx, hereinafter referred to as the "Consultant."
Whereas the program contemplated by this Agreement is of interest and
benefit to the Company, and will further the Company's overall business
objectives
1. Statement of Work
The Company desires to have Consultant assist management in its efforts to
increase sales in the Dermatology markets with Company strategy, product
development, licensing and acquisitions, development of key customer, vendor and
company relationships, and introductions and meeting with wall street analysts,
brokers and investment bankers
2. Period of Performance
The Consultant's services under the Agreement commence with the effective date
of this Agreement and continue for a period of one year and may be renewed by
mutual agreement for an additional one year period. The consulting will involve
a minimum of 16 to 20 days per year with additional compensation if the
consulting exceeds this time period. Either the Consultant or the Company may
terminate the Agreement at any time with thirty- (30) days written notice.
3. Compensation
Payment for services rendered to ProCyte will consist solely of a Stock Option
agreement for 50,000 shares of ProCyte stock for each year that the agreement is
in place. The option price will be determined on the basis of the average of the
high and low price of the Company's common stock on the date of the grant. The
options will vest at the end of one year or subsequent one year anniversary
dates of the agreement. Consultant will be reimbursed for pre-approved travel
and other ProCyte directed business expenses.
4. Patents and Inventions
For all purposes herein, "Invention" shall mean any discovery, concept or idea
whether or not patentable or copyrightable, which (i) arises out of work
performed pursuant to the obligations of this Agreement; (ii) is conceived and
reduced to practice during the term of this Agreement; and (iii) includes but is
not limited to processes, methods, software, formulae, techniques, composition
of matter, devices, and improvements thereof and know-how relating thereto.
Consultant agrees to promptly execute any and all applications, assignments or
other documents which the Company deems necessary or useful to apply for and
obtain patents in the United States and all foreign countries for any inventions
and discoveries arising under this Agreement, and agrees to transfer to the
Company the sole and exclusive right, title and interest in and to such
inventions and discoveries, as well as patent applications and patents
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thereon. The Company will bear the costs of preparation of such patent
applications and assignments, and the costs of prosecution and maintenance of
such patent applications.
5. Copyrights and Publications
Consultant hereby assigns to the Company its entire right, title and interest in
and to any copyrightable and/or publishable material which results from this
Agreement. Such material shall remain the exclusive property of the Company
which is under no obligation to assign said material to the Consultant or his
affiliated institution/firm. Consultant will review with and receive approval
from the Company prior to any publications or submissions on behalf of the
Company or its products.
6. Proprietary Data/Confidentiality
During the term of this Agreement and for five (5) years thereafter, Consultant
shall keep in confidence and shall not use or disclose any proprietary or trade-
secret information learned or developed. The nondisclosure and non-use
obligations of this Section shall not apply to information which at the time of
receipt:
. is generally available in the public domain or thereafter becomes available
to the public through no act of Consultant; or
. was independently known prior to receipt thereof by Consultant as shown by
documented evidence; or
. was disclosed to Consultant as a matter of lawful right by a third party
without an obligation of confidentiality; or
The obligations of the Consultant under this paragraph shall survive and
continue for five (5) years after termination of this Agreement, and shall
incorporate by reference the terms of the mutual confidentiality agreement.
7. Assignment
Because the nature of Consultant's services hereunder are personal, no
assignment of Consultant's rights nor delegation of Consultant's duties
hereunder may be made and any attempted assignment or delegation by Consultant
shall be void.
8. Independent Contractor
In the performances of all services hereunder:
. Consultant shall be deemed to be and shall be an independent contractor
and, as such, shall not be entitled to any benefits applicable to employees
of the Company;
. Neither party is authorized or empowered to act as agent for the other for
any purpose and shall not on behalf of the other enter into any contract,
or make any warranty or representation as to any matter. Neither party
shall be bound by the acts or conduct of the other.
. Consultant represents that he conducts an ongoing business with other
clients, that he maintains a place of business separate from the office of
the Company and that he is responsible for any business, payroll or income
taxes on payments under this Agreement.
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9. Governing Law
This Agreement shall be governed by the laws of the State of Washington,
regardless of its choice of law provisions.
In Witness whereof, the parties hereto have executed this Agreement by proper
persons hereunto duly authorized as of the date first above written.
ProCyte Corporation
By /s/ Xxxx Xxxxxxxx By /s/ Xxxxx Xxxxxxxx
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Name Xxxx Xxxxxxxx Name Xxxxx Xxxxxxxx
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Title President & CEO Title Consultant
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