CONSULTING AGREEMENT
AGREEMENT made effective as of the 1st day of November, 1997 by and
between HYDRON TECHNOLOGIES, INC. (the "Company"), a New York corporation having
its offices at 0000 Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000 and XXXXXX
XXXXXX (the "Consultant"), residing at Ten Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxxx
00000.
W I T N E S S E T H :
WHEREAS, the Consultant has acquired considerable knowledge and expertise
with respect to the development and marketing of health and beauty products in
general and color cosmetics in particular; 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. Scope of Agreement.
(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 marketing of the Company's
health and beauty products in general and color cosmetics in particular. The
Consultant shall perform the following services: advise and consultation with
respect to product development, production, packaging and marketing of existing
and hereinafter developed products of the Company (the "Products").
(b) The Consultant's services shall be provided principally within
Rowayton, Connecticut, 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
Connecticut at the request of the Company, then is such event, the Company shall
pay to the Consultant the reasonable expenses of such traveling.
2. Term; Renewal.
(a) The term of this Agreement shall commence as of November 1, 1997
and terminate on October 31, 1998.
(b) Prior to October 31, 1998 the parties hereto agree to negotiate
in good faith one or more extensions of the term of this Agreement.
3. Consideration; Reimbursement of Expenses.
(a) In full consideration of the services to be performed hereunder
by the Consultant throughout the term of this Agreement, the Company agrees to
pay to the Consultant the sum of $3,000 per month for each month during the
first six months of the term of this Agreement and $5,000 per month for the
remaining six months of the term of this Agreement.
(b) Except as hereinafter expressly set forth, each party agrees to
be responsible for any and all expenses incurred by or on behalf of such party
in connection with the performance of its duties hereunder. The Company agrees
to reimburse the Consultant for reasonable out-of-pocket expenses incurred by
the Consultant on behalf of the Company, as the Company shall, in its absolute
discretion, approve in advance. Under no circumstances shall the Company be
liable for any expense in excess of $250.00 not approved in writing in advance
by the Company or without submission of proper documentation therefore.
4. Ownership of the Products and Intellectual Property.
(a) Any and all of the Products, as well as, including but without
limitation, pamphlets, books, reports, drawings, specifications, prototypes,
laboratory models, inventions, improvements and/or discoveries (whether or not
patentable) developed during or after the term of this Agreement, as well as any
and all of the packaging, advertising copy, design, trademarks, tradenames and
copyrights relating to the Products (collectively the "Intellectual Property"),
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, transfer or assignment and take such
other actions as Company may request in order to vest in Company good and
marketable title to the Products and the Intellectual Property. 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.
5. Prohibited Action. The Consultant 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 the Products.
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6. Confidential Information. The Consultant 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, addresses 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 be considered an
agent of the Company. Under no circumstances shall the Consultant have, or claim
to have, power of decision in any activities on behalf of the Company.
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 Sections 4, 5, 6 and 7 hereof), then in any such event, the Consultant hereby
consents to the granting of a temporary or permanent injunction against her 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, the Consultant agrees that her 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. The Consultant
further agrees that the Company will not have an adequate remedy at law in the
event of any breach by the Consultant 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.
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.
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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
acknowledgment 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
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.
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IN WITNESS WHEREOF, the parties hereto have executed this instrument the
date first above written.
HYDRON TECHNOLOGIES, INC.
By:_____________________________________________
Xxxxxxx Xxxxxx, Executive Vice President
________________________________________________
DATE
________________________________________________
XXXXXX XXXXXX
________________________________________________
DATE
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