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EXHIBIT 10.07
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PRIVILEGED AND CONFIDENTIAL
April 1st 2006
Xxxxxx X. Xxxxxx
President and Chief
Executive Officer
Derma Sciences Inc
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx
Xxx Xxxxxx
Dear Xx. Xxxxxx:
Further to your meeting and discussions with Xxxxxx Xxxxx over the future plans that you have for Derma Sciences, Inc. (Derma Sciences), I now enclose an agreement for your acceptance. I would be grateful if you could read the enclosed carefully and initial each page and sign where appropriate and return a copy to me at the address below. I will also need a copy of your passport and a utility xxxx in your name.
The engagement of Beaufort International Associates Limited’s (Beaufort) services by Derma Sciences on a best endeavours basis, is to be on the following terms:
| 1. | Beaufort will be retained by Derma Sciences as non-exclusive Management Consultants for an initial 3 (three) month period, effective as of the date of the signing of this document. Both parties will have the choice to terminate this agreement after 1 (one) month with no further obligations or the option for both parties to renegotiate. |
| 2. | If any of the parties introduced to Derma Sciences by Xxxxxxxx finalise negotiations and agree to a debt or an equity participation, within a six month period from the date of this signed agreement, by way of an introduction of development capital, then Beaufort shall be entitled to receive a fee equal to six (6%) percent of the total initial funds actually invested. In the event that such funds are invested in tranches, then Derma Sciences shall only be obligated for payment of the fee as and when the funds |
00 Xxxxxxxxx
Xxxxxx XX0X 0XX
Tel: x00 (0)
00-0000-0000
Fax: x00 (0) 00-0000-0000
E-mail: xxxxxxxxxxx@xxxxxxxx-xxx.xx.xx
Regulated by The FSA
Company registered in
England & Wales Registration No: 3604683
| are actually received from the investor or any such partner introduced by the investor. If there are further funds made available to Derma Sciences by any such investor partner(s) within one (1) years of the date of the initial funding Beaufort shall be entitled to six (6%) percent of the further funds advanced. |
| 3. | In the event of part cash, non-cash or other financial arrangement with a new partner introduced by Xxxxxxxx, then Xxxxxxxx will be entitled to six (6) percent of the non cash element. |
| 4. | Xxxxxxxx agrees to provide Derma Sciences with a list of all persons or entities that are introduced to Derma Sciences by Xxxxxxxx during the term of this agreement, prior to any negotiations. |
| 5. | Derma Sciences agrees to indemnify and hold harmless Beaufort for itself and as trustee for each and any Beaufort Representatives against any and all losses, liabilities, claims, damages and expenses that may be incurred by it or any of the representatives arising directly out of or in connection with (a) the introduction of new strategic relationships, (b) Beaufort acting for Derma Sciences (c) any untrue statement or omission of a material fact from any business plan or other information furnished in connection with the management consultancy agreement, provided that such indemnity shall not apply in the event that any such loss, claim, liability, damage or expense is found to have resulted from the negligence or wilful default of Beaufort or its employees. |
| 6. | Derma Sciences shall in good faith endeavour to provide Beaufort with all the relevant material or information that is necessary to prepare a full executive summary. Such information shall be provided to potential investors on a confidential basis to the extent permitted by law and in a manner not inconsistent with any contract, agreement or confidentiality undertaking to which Derma Sciences is a party. All information disclosed to Beaufort by Derma Sciences and all conversations between Xxxxxxxx and Xxxxx Sciences shall be maintained in strict confidence by Xxxxxxxx and shall not be disclosed to any third party without Derma Science’s prior written consent and shall not be used in any manner that is detrimental to Derma Sciences. At the termination of this agreement, Xxxxxxxx will return to Derma Sciences all confidential information provided by Derma Sciences and will not retain any copies, extracts or other reproductions, in whole or in part of such confidential information. |
* * * *
| Contact Addresses: |
||||
| Beaufort International Associates Ltd. 00 Xxxxxxxxx Xxxxxx XX0X 0XX |
Derma Sciences, Inc. 000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, Xxx Xxxxxx |
|||
| Tel: x00(0) 00-0000-0000 Fax: x00(0) 00-0000-0000 |
Tel: 000-000-0000 Fax: 000-000-0000 |
Kindly confirm your acceptance of the terms and conditions of this Agreement set out herein by initialling every page and countersigning and returning the enclosed copy of this letter.
Yours sincerely,
BEAUFORT INTERNATIONAL ASSOCIATES LIMITED
______________________
Xxxxxx Xxxxx
Accepted as of the 1st day of April, 2006 by:
______________________
Xxxxxx X. Xxxxxx
President and Chief
Executive Officer
Customer Classification Form
Companies
Derma Sciences, Inc
Please answer the questions below sign and return the document so in accordance with the rules of the Financial Services Authority, Beaufort International Associates Limited can categorise your customer class.
| Are you?: | |||||||
| Incorporated in the UK | Yes | ü | No | ||||
| A listed Money Market Institution | Yes | ü | No | ||||
| An institution authorised by the Bank of England under the Banking Act 1987 | Yes | ü | No | ||||
| A credit institution recognised BCD Regulations | Yes | ü | No | ||||
| A Central Bank or other monetary authority of any country | Yes | ü | No | ||||
| An international banking or financial institution | Yes | ü | No | ||||
| A government, local authority or public authority | Yes | ü | No | ||||
| A body corporate (If No please go to part B) |
ü | Yes | No | ||||
| A: | |||||||
| Have you share capital or net assets of £500,000 or more with
more than twenty shareholders |
ü | Yes | No | ||||
| B: | |||||||
| Have net assets of £5 million or more | ü | Yes | No | ||||
| Are you a trustee of a trust | Yes | ü | No | ||||
| If yes, is the Trust's value of cash plus investments £10 million or more | Yes | No | |||||
| Has it been at any time during the previous 2 years | Yes | No |
Date: April 1, 2006
By:_______________________
Xxxxxx X. Xxxxxx
President and Chief Executive Officer
BEAUFORT INTERNATIONAL ASSOCIATES LIMITED
By:_______________________
[Name]
[Title]
