Exhibit 10.17
FINANCIAL CONSULTING AGREEMENT
This Agreement is made on ____________, 1996, by and between LIFE
CRITICAL CARE CORPORATION, a Delaware corporation having its principal office at
00000 Xxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxx 00000 (the "Company"), and X.X.
XXXXXX & CO., INC., a New York corporation having its principal office at 0000
Xx. Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 ("Consultant").
In consideration of the mutual promises contained herein and on the
terms and conditions hereinafter set forth, the Company and Consultant agree as
follows:
1. Provision of Services.
(a) Consultant shall, to the extent reasonably required in the
conduct of the business of the Company, place at the disposal of the
Company its judgment and experience and, to such extent and at the
prior written request of the President of the Company, provide business
development and corporate finance services to the Company, including
without limitation the following:
(i) evaluation of the Company's managerial and
financial requirements;
(ii) assistance when requested by the Company in
recruiting, screening, evaluating and
recommending key personnel, directors,
accountants, commercial and investment
bankers, underwriters, attorneys and other
professional consultants;
(iii) assistance in the preparation of budgets and
business plans;
(iv) advice with regard to sales planning and
sales activities;
(v) advice with regard to stockholder relations
and public relations matters; and
(vi) assistance in financial arrangements.
All such services shall at all times be at the request of the Company
and shall be on a non-exclusive basis. Notwithstanding the foregoing,
Consultant shall not provide services to the Company hereunder in
connection with mergers, acquisitions, consolidations, joint ventures
and similar corporate finance transactions, which transactions are
instead the subject of a certain letter agreement dated this date
between Consultant and the Company.
(b) Consultant shall use its best efforts in the furnishing of
advice and recommendations, and for this purpose Consultant shall at
all times maintain or keep and make available qualified personnel or a
network of qualified outside professionals for the performance of its
obligations under this Agreement. To the extent reasonably practicable,
Consultant shall so use its own personnel rather than outside
professionals.
2. Compensation. In consideration of Consultant's services
hereunder, the Company shall pay Consultant a non-refundable consulting
fee of $72,000, payable in advance on the date hereof (that being the
closing date of the sale of the Company's securities pursuant to a
Registration Statement on Form SB-2, No. 33-__________, filed with the
Securities and Exchange Commission). Consultant hereby accepts such
compensation.
[3. Expenses. The Company shall reimburse Consultant for
reasonable expenses incurred by Consultant in connection with its services
rendered hereunder. All expenses in excess of $500.00 shall be approved
in writing by the Company in advance. Consultant shall invoice the Company
for its expenses incurred. Payment of invoices shall be due upon receipt by the
Company.]
4. Liability; Indemnification.
(a) It is expressly understood and agreed that, in furnishing
the Company with management advice and other services as herein
provided, neither Consultant nor any of its officers, directors,
employees or agents shall be liable to the Company, its stockholders or
its creditors for errors of judgment or for any act or omission except
willful malfeasance, bad faith or gross negligence in the performance
of its duties or reckless disregard of its obligations and duties
hereunder. It is further understood and agreed that Consultant may rely
upon information furnished to it and reasonably believed by it to be
accurate and reliable and that, except as herein provided, Consultant
shall not be liable for any loss suffered by the Company, or by any
officer, director, employee, stockholder or creditor of the Company, by
reason of the Company's action or non-action on the basis of any
advice, recommendation or approval of Consultant or any of its
officers, directors, employees or agents.
(b) The Company shall indemnify, save harmless and defend
Consultant and its officers, directors, employees and agents (including
without limitation any observer to the Company's Board of Directors
appointed by the Consultant) from, against, and in respect of, any
loss, damage, liability, judgment, cost or expense whatsoever,
including counsel fees, suffered or incurred by it or him by reason of,
or on account of, its status or activities as a consultant to the
Company hereunder, except for any loss, damage, liability, judgment,
cost or expense resulting from willful malfeasance, bad faith or gross
negligence in the performance of Consultant's duties or reckless
disregard of its obligations and duties hereunder.
(c) Consultant shall indemnify, save harmless and defend the
Company and its officers, directors, employees and agents from,
against, and in respect of, any loss, damage,
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liability, judgment, cost or expense whatsoever, including counsel
fees, suffered or incurred by it or him by reason of, or on account
of, willful malfeasance, bad faith or gross negligence in the
performance of Consultant's duties or reckless disregard of its
obligations and duties hereunder.
5. Status of Consultant. Consultant shall at all times be an
independent contractor of the Company and, except as expressly provided or
authorized by this Agreement, shall have no authority to act for or represent
the Company.
6. Other Activities of Consultant. The Company recognizes
that Consultant now renders and may continue to render management and other
services to other companies which may or may not have policies and conduct
activities similar to those of the Company. Consultant shall be free to render
such advice and other services, and the Company hereby consents thereto.
Consultant shall not be required to devote its full time and attention to the
performance of its duties under this Agreement, but shall devote only so
much of its time and attention as it deems reasonable or necessary for such
purposes.
7. Control. Nothing contained herein shall be deemed to
require the Company to take any action contrary to its Certificate of
Incorporation or By-laws, or any applicable statute or regulation, or to
deprive its Board of Directors of its responsibility for and control of the
conduct of the affairs of the Company.
8. Term. Consultant's performance of services hereunder shall be
for a term of one year commencing on the date hereof.
9. In General. This Agreement sets forth the entire agreement
and understanding between the parties with respect to its subject matter
and supersedes all prior discussions, agreements and understandings of every and
any nature between them with respect thereto. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
applicable to agreements made and to be performed entirely within such State.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective offices or representatives duly authorized on the day and
year first above written.
LIFE CRITICAL CARE CORPORATION
By:________________________________
Name:
Title:
X.X. XXXXXX & CO., INC.
By:________________________________
Name:
Title:
