CONSULTING AGREEMENT
This Agreement is made this 15 day of May, 1997, by and between Xxxx
Xxx, with a principal place of business at 00 Xxxxxx Xxxx, Xxxxx Xxxxx, XX
00000, and BCAM International, Inc., a New York corporation with its principal
office located in Melville, New York. Xxxx Xxx and BCAM will be referred to in
this Agreement as "Consultant" and "Company", respectively. The SUNY at Stony
Brook is referred to as the "University" in this Agreement.
A. The Company desires to retain the Consultant as an independent
Consultant to collaborate with and advise the Company regarding research,
development, testing, validating and technology management in the area of
micromechanical devices including electronic design control circuits for such
devices and processes.
B. The Consultant is willing to serve as a Consultant under the
terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties agree as follows:
1. Consulting Services. Beginning January 1, 1997 and as requested by
the Company the Consultant agrees to serve as a Consultant to the
Company regarding its micromechanical devices and processes as
specified by the Company. Consultant confirms that he is free to
enter into this Agreement without conflict with his nominal
employment as a professor at the University. Consultant confirms
that University resources will not be used under this Consulting
Agreement.
2. Terms of Agreement. The term of this Agreement shall commence on the
day stated in Paragraph 1 hereinabove and end two (2) years
hereafter unless the Consultant receives written notification by the
Company of its intent to terminate this Agreement prior to that
date. Termination shall be effective upon Consultant's receipt of
such notice.
3. Consulting Fee. In consideration for the Consultant's services the
Company agrees to pay the Consultant a fee of Seven Hundred Fifty
dollars ($750) per month beginning in January 1, 1997.
* In addition, the Company agrees to pay the Consultant a fee of Two
Thousand Five Hundred dollars ($2,500) after the testing of Phase I
(designed Task 1.6) of the microvavle project described in the
Memorandum of Agreement between MCNC and Company dated 1/23/97 and
amended 3/25/97.
* As additional compensation and incentive, the Company will grant to
Consultant the right to purchase 5,000 shares of Company's stock at
the average of bid and ask price at the date of May 7, 1997. This
right will expire on May 7, 1999.
4. Inventions. Consultant and his employees, assistants, aids and the
like shall assign all rights, title, and interest to inventions
derived from Consultant's disclosures to Company subject to the
following constraints:
Consultant shall turn over his disclosure notebooks to Company for all
inventions conceived while working under this Agreement by submitting through a
notarized affidavit. The Company shall have 24 months following such disclosure
to file a patent application(s).
In the Event that the Company does not file the patent application
within the defined 24 month period, the Company will return the related
disclosure notebook(s) to Consultant within 30 days. In the event further that
Company does not elect to file the patent application within the defined 24
month period, the Company forgoes its rights to the disclosed invention and
Consultant and Consultant's assignees are free to file a patent application with
full ownership rights as the assignee.
In the event that the Consultant obtains help or assistance from an
employee research assistant or the like, the Consultant shall require the
employee, assistant or the like to assign all of his/her rights, title and
interest in any invention to the Company. Furthermore, the Consultant shall
obtain such agreement as well as an agreement respecting confidentiality in
advance of such other person performing services for Consultant.
Consultant agrees to cooperate fully and assist the Company with any patent
application undertaken by the Company.
5. It is agreed that the Consultant's work as a Consultant is that of
an independent contractor and not as an employee of the Company. As
such, the Consultant is not entitled to benefits and privileges
accorded to staff and personnel by virtue of their status as
employees. As an independent contractor the Consultant acknowledges
that the Consultant has no authority to hold himself out as other
than a Consultant to the Company.
6. Consultant agrees that during the term of this Agreement and for a
period of two (2) years following the termination of this Agreement,
the Consultant will not work, either as an employee, independent
contractor, Consultant or any capacity for any competitor of the
Company or its affiliates without written authorization from the
Company. Consultant acknowledges that he understand the scope and
effect of this two (2) year non-compete term and agrees that the
term is reasonable.
7. The Consultant shall execute with this Agreement a Confidentiality
and Nondisclosure Agreement with the Company. In any area or areas
where said Confidentiality and Nondisclosure Agreement disagrees or
conflicts with the present Agreement, the present Agreement takes
precedence.
8. Unless otherwise provided, this Agreement shall terminate
immediately upon the occurrence of any of the following events:
A. Death or total disability of the Consultant
B. As set forth in Paragraph 2
C. Upon breach by Company or Consultant of any of the
condition of this Agreement.
9. Governing Law and Jurisdiction. The terms of this Agreement shall be
construed in accordance with the laws of the State of New York. Any
dispute arising out of this Agreement shall be resolved in the
courts of the State of New York.
10. Payments made by the Company for the services of Consultant under
this Agreement shall be made to Xxxx Xxx, 00 Xxxxxx Xxxx, Xxxxx
Xxxxx, XX 00000.
11. Modification. This Agreement may only be amended by a written
instrument signed by both parties.
IN WITNESS OF THIS AGREEMENT the parties hereto have duly executed and delivered
this Agreement as of the day and year first above written.
XXXX XXX BCAM INTERNATIONAL, INC.
\s\ Xxxx Xxx By: \s\ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, Vice Chairman
