EXHIBIT 6.8
CONSULTING AGREEMENT
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This Consulting Agreement is made and entered into by and between Retractable
Technologies, Inc. (hereinafter called the "Corporation") and International
Export and Consulting (hereinafter called "Consultant"). The Corporation and
Consultant are hereinafter collectively called the "Parties". Consultant hereby
agrees to provide Consulting Services for the Corporation. The Corporation
hereby agrees to compensate Consultant.
1. CONSULTING SERVICES. Consultant shall during the term of this
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Consulting Agreement advise the Corporation with respect to selection of an
international distribution network, potential strategic partners and future
licensing for VanishPoint(R) technology in the Middle East. Consultant shall be
an independent contractor and not an employee of the Corporation. Under no
circumstances shall Consultant or its representatives, agents, or employees be
deemed agents of the Corporation for any purpose. Consultant shall not attempt
to represent in any manner that it is the agent of Corporation. Consultant shall
not enter into any contract or make any representation or commitment in the name
of or on behalf of the Corporation.
2. TERM. The term of this Consulting Agreement shall begin on the date of
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execution of this Consulting Agreement and shall end no later than June 1, 2001.
Consultant shall have no obligation to render consulting services beyond the
term of this Consulting Agreement.
3. CONSULTING FEE. In consideration of the consulting services to be
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performed by Consultant, the Corporation shall pay to Consultant a consulting
fee in the amount of $20,000.00 to be paid at $2,000.00 a month for ten months.
In addition, upon the completion of Consultant's consulting services, the
Corporation agrees to pay to Consultant a performance bonus in consideration of
successful performance which shall be based on the following criteria:
successful selection and implementation of distributor network and/or licensing
agreement for Middle East. Upon the successful completion of the Distribution
Agreement with Sovana, Inc., the Consultant will receive 61,000 non-qualified
stock options at $10.00 a share as his performance bonus.
4. CONFIDENTIAL INFORMATION OF THE CORPORATION. The term "Confidential
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Information" means any information which is provided to Consultant by the
Corporation or which is developed by Consultant while performing Consulting
Services for the Corporation, (including without limitation any information
which relates to Consulting Services to be performed under this Consulting
Agreement, any information which Consultant may acquire regarding the
Corporation's business, and any information relating to products, customers or
pricing) and which is not generally available to the public.
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Consultant may learn Confidential Information of the Corporation in
connection with this Consulting Agreement and/or the performance of Consulting
Services pursuant to this Agreement. Consultant will keep such Confidential
Information confidential and will not use such Confidential Information except
in connection with performing Consulting Services for the Corporation unless and
until either (a) the Corporation consents to disclosure or (b) such knowledge
and information otherwise becomes generally available to the public through no
fault of Consultant. Confidential Information of a specific nature shall not be
considered available to the public or in Consultant's prior possession merely
because information of a less specific nature was available to the public or in
Consultant's prior possession.
Upon termination of this Consulting Agreement, Consultant shall return
to the Corporation all product, all manuals, flyers, pictures and other printed
materials (including copies thereof), and all computer readable data and
software, and shall also erase all computer readable data and software from all
fixed and floppy drives retained by Consultant, regardless of whether such
printed materials or computer readable data were provided to Consultant by the
Corporation or were created or received by Consultant in the course of providing
Consulting Services to the Corporation.
5. DISCLOSURE OF INFORMATION TO THE CORPORATION. If Consultant discloses
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to the Corporation any idea, discovery, invention, copyrightable work, or other
information of Consultant, the Corporation will incur no liability to Consultant
by reason of using or distributing such information unless such use or
distribution infringes a valid patent, trademark or copyright. Consultant
represents that Consultant will not disclose to the Corporation nor use for the
benefit of the Corporation any confidential, trade secret or proprietary
information which belongs to any third party.
6. RELATIONSHIPS WITH COMPETITORS. The term "Competitor" of the
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Corporation means any company, enterprise or person (other than the Corporation)
that is engaged in the design, development, manufacture, distribution or sale of
needle-bearing medical devices such as syringes, catheters or blood collection
tube holders. Consultant represents that, prior to signing this Consulting
Agreement, Consultant has advised the Corporation in writing of any relationship
which Consultant may have (either currently or in the past) with any Competitor
of the Corporation. Consultant shall immediately advise the Corporation of any
such relationship that arises during the term of this Consulting Agreement.
Consultant agrees that, during the term of this Consulting Agreement and for a
period of two (2) years thereafter, Consultant will not perform any services
which would utilize any Confidential Information of the Corporation nor perform
any services for any Competitor of the Corporation.
7. NOTICE. Any notice required or permitted to be delivered hereunder
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shall be deemed to be delivered only when actually received by the Corporation
or Consultant, as the case may be, at the addresses set forth below, or at such
other addresses as
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they have theretofore specified by written notice delivered in accordance
herewith:
1. Notice to the Corporation shall be addressed and delivered as
follows:
Retractable Technologies, Inc.
000 Xxxx Xxxx, Xxxx Xxxxxx Xxx 0
Xxxxxx Xxx, XX 00000-0000
888.806.2626
972.294.4400 Facsimile
2. Notice to the Consultant shall be addressed and delivered as
follows:
International Export & Consulting
0000 Xxxxxx Xxxxx #000
Xxxxxx, XX 00000
8. GENERAL. The terms and conditions contained herein constitute the
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entire agreement between the Parties relating to the subject matter hereof and
thereof and shall supersede all previous communications and/or agreements
between the Parties with respect to the subject matter hereof and thereof,
respectively. There are no oral understandings, statements, promises or
inducements contrary to the terms of this written Consulting Agreement.
Consultant understands that no employee or representative of the Corporation is
authorized to modify this Consulting Agreement orally or in any other manner
except in writing. Subsequent Consulting Agreement schedules may supplement this
Consulting Agreement regarding the specific Consulting Services to be performed
and the compensation therefor, but such Consulting Agreement schedules are
subject to and may not contradict this Consulting Agreement and, in the event of
any conflict, the terms of this Consulting Agreement shall prevail. No course of
dealing or usage of trade shall be used to modify the terms and conditions
hereof.
9. TEXAS LAW TO APPLY. This Agreement shall be governed by the laws of
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the State of Texas. If any provision of this Agreement is held by a court to be
invalid, void or unenforceable, then (a) the remaining provisions shall survive
and continue in full force and effect without being impaired or invalidated in
any way and (b) the Parties shall cooperate in reforming this Consulting
Agreement to effectuate the intent of the offending provision to the fullest
extent allowed by law.
Retractable Technologies, Inc. International Export & Consulting
_________________________________ ____________________________________
By: Xxxxxx X. Xxxx By: Xxxxxx X. Xxxxx
President and CEO Consultant
Dated: __________________________ Dated: _____________________________
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