Exhibit 10.14
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made effective this 1st day
of January, 2003 ("Effective Date") by and between ProUroCare, Inc. ("Client"),
located at Xxx Xxxxxxx Xxxxxxx., Xxxxx 000, Xxxxxxxx, XX 00000 and Xx. Xxxx
Shore, ("Consultant") located at Myrtle Beach, SC.
WHEREAS, Client is a Minnesota Corporation based in Minnesota in the
business of developing and manufacturing equipment for medical applications that
wishes to engage the Consultant to provide services in support of this effort,
and
WHEREAS, Consultant is an independent contractor who has expertise in
providing urology based medical services and expertise in conducting in
assessment, clinical utility and general medical practice related to the use of
various urology based medical devices related to the Clients core business, and
who wishes to provide consulting services to Client in this respect, and
WHEREAS, the Parties to this Agreement, wanting to set forth their
mutual understanding with respect to the terms and conditions of this
engagement, hereby set forth the terms of their agreement as follows:
1. Consultant shall assist Client in selected assignments as agreed to by
both Parties on terms that are mutually agreed as appropriate for each
assignment. These scope and terms of each assignment shall be set forth
in writing either in the body of this document or as an attachment
thereto.
2. The services required under this Agreement shall be performed at the
offices of the Consultant or at such other locations as may be from time
to time agreed to by the Parties. Consultant shall be responsible for
establishing his working hours, and work methods as may be appropriate
for performing the services under this Agreement,
3. Consultant shall provide all of the equipment, including computers, and
office space needed to furnish services under this Agreement provided
that if additional clinical trials are necessary, the Client would
provide certain systems to the Consultant to use for such activities.
4. Consultant shall keep Client advised of his activities pursuant to this
Agreement and shall furnish written reports of all work performed.
5. The Term of this Agreement shall be from the Effective Date for a unknown
period of time, and the Agreement may be terminated by either party at
any time.
6. At all times Consultant shall serve as an independent contractor and not
as an employee of the Client. Consultant shall be required to pay all
income or employment taxes that are required of him as an independent
contractor and shall absolve Client from any responsibility in regard to
Consultant's taxes.
7. It is the intent of the Parties that Consultant be compensated as per the
Attachment A to this agreement which is hereby incorporated into this
agreement. In addition to the compensation as per Attachment A, the
Client shall pay Consultant all reasonable and necessary out of pocket
business expenses incurred in the performance of services to the extent
that the scope and amount are agreed to by Client in writing prior to the
expense being incurred. The current assignment is set forth in Attachment
A, as it may be from time to time updated, which attachment is hereby
incorporated into and made a part of this Agreement.
8. The work product developed by Consultant in the course of performing this
Agreement shall be deemed Confidential and become the property of the
Client and shall be returned to Client at the end of the term of this
Agreement.
9. Consultant agrees that any inventions, discoveries, improvements and
ideas (whether or not they are in writing or reduced to practice) or
works of authorship (whether or not they can be patented or copyrighted)
that Consultant makes, authors, or conceives and that concern the Medical
Device shall be the property of the Company and he or she hereby assigns
all rights thereto to the Company. Consultant shall take all reasonable
steps as may be requested by the Company to effectuate the intent of the
foregoing sentence, including the execution of appropriate documents of
assignment. Consultant hereby represents that neither Consultant nor his
or her staff have any rights under, and will make no claims against the
Company with respect to, any invention, discoveries, improvements and
ideas or works of authorship which relate to the Medical Device.
10. Proprietary Information.
(a) Consultant acknowledges that he or she shall receive
information from the Company that is the confidential property of the
Company. At all times, both during the term of this Agreement and after
its termination, Consultant shall keep in strictest confidence and trust
all Confidential Information (as defined below), and shall not use,
disclose or reproduce, or cause or permit the use, disclosure or
reproduction of, any such Confidential Information without the prior
written consent of the Company. Consultant shall require that all of his
staff members who are involved with the Study agree to the same
confidentiality provisions as are contained herein. For purposes of this
Agreement, "Confidential Information" shall mean the results of the Study
and all other information to which Consultant gains access during the
term of this Agreement that is marked or designated as confidential by
the Company or which Consultant should reasonably understand from the
context to be confidential, but will not include any information which is
or becomes publicly available through no fault of Consultant. Upon
termination of this Agreement or at any time the Company so requests,
Consultant shall deliver to the Company all notes, memoranda, notebooks,
drawings or other documents compiled by Consultant or delivered to
Consultant containing any Confidential Information, including copies
thereof, in his possession, it being agreed that such items and all
Confidential Information contained therein are at all times the property
of Company.
(b) Consultant's obligations with respect to Confidential
Information shall survive the termination of this Agreement, but
Consultant's obligations with respect to any item of Confidential
Information shall cease whenever Consultant can demonstrate that such
Confidential Information (i) is or has become publicly known under
circumstances not involving any direct or indirect breach of this
Agreement or other misconduct attributable to Consultant, (ii) was
lawfully known by Consultant prior to communication of such Confidential
Information to Consultant by the Company, or (iii) subsequently became
known to Consultant from another source lawfully having possession of
such Confidential Information and lawfully entitled to disclose such
Confidential Information to Consultant without any direct or indirect
breach of any obligation of confidentiality.
(c) Consultant hereby acknowledges and agrees that any breach
of his obligations under Sections 9 and 10 would cause the Company
irreparable injury and damage which cannot be reasonably or adequately
compensated by money damages and, therefore, Consultant expressly agrees
that the Company shall be entitled to injunctive or other equitable
relief to prevent a breach of Sections 9 and 10, in addition to any other
remedies available to the Company.
11. Exclusive Arrangement
(a) Consultant hereby represents to and agrees with the Company that he
or she does not now, and shall not during the term of this Agreement,
participate in a clinical study or otherwise be involved in connection
with the development of any other product for mechanical imaging of the
prostate.
(b) Consultant hereby acknowledges and agrees that this Section 11 is
reasonable and necessary to ensure that the Company receives the expected
benefits of Consultant's expertise and that any breach of Consultant's
obligations under this Section 11 would cause the Company irreparable
injury and damage which cannot be reasonably or adequately compensated by
money damages and, therefore, Consultant expressly agrees the Company
shall be entitled to injunctive or other equitable relief to prevent a
breach of this Section 11, in addition to any other remedies available to
the Company, and that the duration of the period referred to in Section
11 (a) above shall be extended beyond its then scheduled termination date
for a period equal to the duration of the violation. If any provision or
application of this Section 11 shall be held unlawful or unenforceable in
any respect, this Section 11 shall be revised or applied in a manner that
renders it lawful and enforceable to the fullest extent possible.
12. Consultant shall maintain in strict confidence all proprietary
commercial or financial information of Client. This obligation shall
remain in full force after the termination of this Agreement.
13. All payments due Consultant under this Agreement shall be paid by Client
within thirty (30) days of date in which entitlement is due. For out of
pocket expenses entitlement shall occur upon pre-approval of such
expense and presentation to Client by the Consultant of appropriate
billing and back-up documentation.
14. Consultant shall have no right to assign this Agreement to any other
third party without the written consent of the Client.
15. This Agreement shall be interpreted under the laws of the State of
Minnesota.
IN WITNESS WHEREOF, the parties hereto have caused this Consulting Agreement to
be executed as of the date and year first above written.
CLIENT CONSULTANT
ProUroCare, Inc. Xx. Xxxx Shore
Xx. Xxxx Xxxxxxx
President and COO
BY Xxxx Xxxxxxx BY Xxxx Xxxxx
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ATTACHMENT A
Overview:
Based on the status of the current product development at ProUroCare, we are
nearing both FDA filing and product launch of the Sensor Guided DRE(TM) into the
Urology base practice with expansion into general practitioner's and internist's
offices. This process necessitates the expansion and further development of our
medical expertise. Your involvement with the Company through our clinical trials
and input into our product development has been instrumental and helpful to us
in positioning the SGDRE(TM) for the next phases of product development.
As we move towards product release, we would like to formalize your position
with us as consulting Medical Director. This function is envisioned in the
following tasks:
Overview of Tasks:
I. Physician and clinic assessment and recruitment - over the next 6
months, ProUroCare will be identifying urology practices that are
similar in size and patient population to Grand Strand Urology. Your
assistance in both the identification and communication with such
groups will be required from time to time.
II. Clinical Protocol Review - from time to time, ProUroCare will need
to develop clinical protocols. We will be asking for your assistance
from time to time to assess the protocols for clinical merit and
relevance.
III. Representation of the Company at Key Meetings - ProUroCare continues
to schedule meetings with the FDA, various physicians and key
investors. From time to time, the Company may ask you to participate
in such meetings in person or by telephone to discuss your medical
opinion of Company products, their use, functionality and
application to the urology marketplace.
IV. Technical Due Diligence for the Company - The Company is currently
pursuing various business relationships with a number of sources.
You will be asked to be a technical representative of the Company to
discuss ProUroCare's technology from your medical perspective with
various groups conducting due diligence.
V. Facilitation of a Medical Advisory Board for the Company - It is
anticipated that over the next few years the Company will expand its
presence within the medical community at large by organizing a
medical advisory board. From time to time you will be asked to
participate in such activities.
Proposed Compensation:
As a key member of our external consulting group we consider you an essential
part of the fabric of our Company. As such, we considered your participation as
consulting Medical Director to be comparable to our existing Board members when
it comes to compensation. Thus we would propose the following:
Options: 10,000 vested over two years at 5,000 shares per year for each
full year of participation. Options shall be priced at current
pricing and if the Company has an event in which the Company
is sold, prior to such time the stock options has vested, the
outstanding options shall be prorated on a monthly basis and
you shall be issued the options due at that time on such
prorate basis.
Payment: A. Annual Compensation - $7500 per year of participation for your
participation in all activities pertaining to the tasks listed
on page one of this Attachment A of this agreement- not to
exceed more than 60 hours.
B. Consultation Fee- beyond the responsibilities identified on
page one of this Attachment A, there may be additional
projects or additional hours beyond the 60 hours per year in
which you may choose to participate in from time to time.
Payment of an hourly fee of $250/hour for services rendered on
a project by project basis. Such projects shall be presented
to you in written form prior to the commencement of any such
project and shall have specific start and stop points. Note
that any travel on behalf of the Company you may do will be
calculated at a rate of $2500 per each full day of travel.
C. Expense Reimbursement - all reasonable out of pocket expenses
you have when conducting your services as consulting Medical
Director shall be covered by us.
D. If at any time during the next 6 months you provide the
Company with a qualified investor that actually makes an
investment in the Company, Shore Holdings, LLC, shall be
entitled to warrants equal to 2.5% of the investment made by
such investor at a price equal to the price paid per share
paid by such an investor at the time of such investment.
Warrants shall carry a five year expiration date from date of
issuance.
CLIENT CONSULTANT
Xxxx Xxxxxxx Xxxx Xxxxx
--------------------------- ---------------------------
ProUroCare, Inc. Xx. Xxxx Shore
Xxxx X. Xxxxxxx
President and COO
2004 Compensation:
As a key member of our external consulting group we consider you an essential
part of the fabric of our Company. As such, we are amending the original
Consulting Agreement to with this attachment which reflects compensation for
your services to ProUroCare in 2004.
Payment: A. Annual Compensation - $15,000 per year of participation for
your participation in all activities pertaining to the tasks
listed on page one of this Attachment A of this agreement- not
to exceed more than 60 hours.
B. Consultation Fee- beyond the responsibilities identified on
page one of this Attachment A, there may be additional
projects or additional hours beyond the 60 hours per year in
which you may choose to participate in from time to time.
Payment of an hourly fee of $250/hour for services rendered on
a project by project basis. Such projects shall be presented
to you in written form prior to the commencement of any such
project and shall have specific start and stop points. Note
that any travel on behalf of the Company you may do will be
calculated at a rate of $2500 per each full day of travel.
C. Expense Reimbursement- all reasonable out of pocket expenses
you have when conducting your services as consulting Medical
Director shall be covered by us.
CLIENT CONSULTANT
Xxxxxxx X. Xxxxxxxx Xxxx Xxxxx
---------------------------------------- ------------------
ProUroCare, Inc. Xx. Xxxx Shore
Xxxxxxx X. Xxxxxxxx
President and CEO
