MAXXON, INC.
TECHNICAL CONSULTING AGREEMENT
WITH
XXXXXXX X. XXXXXXXXX, XX.
This Agreement ("Agreement") is entered into by and between Maxxon, Inc.
("Maxxon"), and Xxxxxxx X. Xxxxxxxxx, Xx. ("XXXX") effective on the date set
forth above the signatures below.
WHEREAS, Maxxon is a development stage company which owns the exclusive
right to manufacture and market a US patented safety syringe; and
WHEREAS, the parties have determined that there exists a huge market for
safety syringes that can meet strict FDA safety and quality standards, that can
be operated with one hand, and that can be sold at wholesale at or near the
existing wholesale price for non-safety syringes; and
WHEREAS, XXXX is the inventor of a new one-handed vacuum-operated
proprietary safety syringe ("XXXX'x Syringe") which is different in design than
the safety syringe in which Maxxon has an exclusive license; and
WHEREAS, Maxxon, XXXX and others have entered into an Exclusive License
Agreement ("License Agreement") covering XXXX'x Syringe and related rights; and
WHEREAS, the parties believe that XXXX'x Syringe will become the standard
safety syringe in the market if it can be produced efficiently, if it can be
approved by the FDA, if it can meet strict quality and safety standards and if
it can be manufactured and sold at a price of approximately $0.10; per unit; and
WHEREAS, XXXX has agreed to provide Maxxon certain technical assistance and
consulting services in the development of XXXX'x Syringe in accordance with this
Agreement.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt, adequacy and sufficiency of which is hereby
acknowledged, parties agree as follows:
1. ACCEPTANCE OF ENGAGEMENT. Maxxon hereby agrees to engage XXXX on a
non-exclusive basis, and XXXX agrees accepts the non-exclusive
engagement from Maxxon, to use his best good faith diligent efforts to
and provide technical assistance and consulting services to achieve
startup of production of XXXX'x Syringe.
2. STANDARD OF PERFORMANCE. XXXX shall perform his duties hereunder in
accordance with generally accepted design and engineering standard in
furtherance of the expeditious commercialization of XXXX'x Syringe.
3. SCOPE OF PROJECT. The project ("Project") consists of the expeditious
completion of the design, development and production of working
prototype units of XXXX'x
Syringes made off of molds which will produce several thousand working
prototype syringes for use in field testing and gathering data to
support an FDA application for approval of commercial sale of XXXX'x
Syringe in the US.
4. DEFINITION OF STARTUP. The term "Startup" means the completion and
assembly of prototype units of the Xxxx Syringe where each part made
from an approved mold meets technical specifications, where all the
production molds meet technical specifications, and where each part
produced off of the molds has been assembled with other parts produced
off of approved molds into a working safety syringe which meets
technical specifications, in each case as reasonably and in good faith
determined by XXXX.
5. XXXX'X DUTIES. XXXX shall perform the following duties:
(a) File, prosecute and secure the issuance of US and agreed foreign
patents and other intellectual property protection; and
(b) Design, engineer, and develop XXXX'x Syringe through the startup
phase, including approval of molds for syringe production and the
production of working prototypes ready for commercial production;
and
(c) Assist, consult with and cooperate with Maxxon and with the mold
manufacturers in the design and production of molds for the
manufacture of XXXX'x Syringe; and
(d) Assist, consult with and cooperate with Maxxon and with the
syringe manufacturer of XXXX'x Syringes in the development and
production of working prototype models of XXXX'x Syringes ready
for commercial production; and
(e) Coordinate, cooperate and consult with others in the development
and production of XXXX'x Syringe; and
(f) Coordinate and communicate with Maxxon as appropriate but at
least weekly on the status of development and on the existence
and status of proposed solution to any problems with XXXX'x
Syringe;
(g) Provide general technical assistance through the startup of this
Project, which includes the development of prototypes and the
modification, adjustment and changes in the prototype syringes to
the point of Startup; and
(h) Spend approximately 50% or more of his reasonable business time,
effort and attention in the performance of his duties hereunder
through Startup; and
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(i) Meet with present and potential investors, funding sources,
strategic and financial acquires, distributors and licensors and
others having a substantial and real interest in completing an
acquisition, funding, investment or commercial transaction with
Maxxon from time to time; and
(j) Provide such other assistance as RIPP deems appropriate in the
development and commercialization of XXXX'x Syringe.
6. COMPENSATION. Maxxon agrees to pay XXXX in the aggregate the following
amounts:
(i) $12,500 upon execution of this Agreement; plus
(ii) $12,500 upon the manufacture of the first fully operational
working prototype of XXXX'x Syringes; plus
(iii)$25,000 upon Startup; and
(iv) A bonus in the discretion of the Board of Directors of Maxxon if
Startup occurs before March 31, 2000.
In addition, Maxxon agrees to reimburse XXXX is travel costs in
connection with his trips to Tulsa in connection with the negotiations
leading up to this Agreement and the License Agreement.
7. NATURE OF RELATIONSHIP. XXXX and Maxxon are independent contractors
and are not partners, joint venturers, employees, agents, or other
representatives of the other. Neither XXXX nor Maxxon is authorized or
empowered to bind the other in any capacity without the express
written consent of the other. Each of XXXX and Maxxon are solely
responsible for all costs and liabilities incurred by them arising
from taxes of every kind, and/or relating to its own employees and
other representatives, and/or relating to the conduct of its business
as an independent entity; and each agrees to indemnify and hold the
other harmless therefrom. XXXX shall not be entitled to receive any
employee or other compensation or benefits from Maxxon.
8. NO CONFLICTING ACTIVITIES. XXXX agrees not to engage in any activities
that directly compete with the business, products or services of
Maxxon. Maxxon agrees that XXXX may engage in various businesses and
other consulting arrangements that do not directly or indirectly
compete with the rapid commercialization of XXXX'x Syringe.
9. OWNERSHIP OF INFORMATION. Maxxon agrees that the developments,
improvements, modifications and changes in XXXX'x Syringe discovered
during the performance of
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this Agreement shall belong to XXXX, provided that Maxxon shall have
the right to use, make, manufacture, distribute, sell and
commercialized products incorporation such developments, improvements,
modifications and changes in accordance with the License Agreement.
10. TERM. This Agreement shall commence upon execution of the License
Agreement and shall end at Startup which shall occur on or before
December 31, 2001. If the Start-up has not occurred by December 31,
2001, this Agreement shall terminate, unless the parties mutually
agree to extend the term hereof.
11. TERMINATION OF AGREEMENT. This Agreement shall terminate upon the
occurrence of any of the following events: (a) voluntary notice of
termination given in writing not less than 30 days' prior notice by
either party; (b) a party becomes legally or practically unable to
perform its obligations hereunder; and (c) for cause. "Cause" shall
mean (i) material breach of this Agreement; (ii) misrepresentation of
a material fact; (iii) omission of a material fact; (iv) willful
misconduct; (v) material negligence; and (vi) failure to comply with
an applicable law, rule or regulation.
12. REMEDIES. Each party shall be entitled to exercise all remedies
available to it under a law or in equity in the event the other party
breaches its obligations hereunder.
13. MISCELLANEOUS.
(a) NOTICES. Any notice, request, demand or other communication
required to be made or which may be given to either party hereto
shall be delivered by certified U.S. mail, postage prepaid, to
that party's attention at the address set forth below or at such
other address as shall be changed from time to time by giving
notice hereunder.
(b) ENTIRE AGREEMENT. This document constitutes the complete and
entire employment agreement between the parties hereto with
reference to the subject matters hereof. No statement or
agreement, oral or written, made prior to or at the signing
hereof, and no prior course of dealing or practice by either
party shall vary or modify the written terms hereof.
(c) HEADINGS. The headings and captions contained in this Agreement
are for ease and convenience of reference only and shall not be
deemed for any purpose to affect the substantive meaning of the
rights and duties of the parties hereto in any way.
(d) BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors
and assigns.
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(e) COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which has the same text and each of which
shall be deemed an original for all purposes, but together they
constitute one single and the same agreement.
(f) AMENDMENTS. This Agreement may be amended only by a written
document signed by the parties and stating that the document is
intended to amend this Agreement.
(g) APPLICABLE LAW. This Agreement shall be governed by and construed
in accordance with Oklahoma law.
(h) DISPUTES. All disputes not resolved by mutual agreement within 60
days, or such longer time as the parties mutually agree, shall be
submitted to binding arbitration pursuant to the Commercial Rules
of Arbitration of the American Arbitration Association. All
arbitration hearings shall be conducted in English and held in
Tulsa, Oklahoma. The prevailing party in any arbitration or suit
brought to interpret or enforce this Agreement shall be entitled
to recover reasonable attorney's fees and expenses in addition to
any other relief which it is entitled.
(i) ADDITIONAL DOCUMENTS. The parties hereto shall enter into and
execute such additional agreements, understandings, documents or
instruments as may be necessary to implement the intent of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement to
be executed effective this 18th day of November, 1999.
MAXXON, INC.
BY___________________________ ________________________________
XXXXXXX X. XXXXX, PRESIDENT XXXXXXX X. XXXXXXXXX, XX.
8908 South Yale, Suite 000 Xxxxx 0, Xxx 000
Xxxxx, XX 00000-0000 Xxxxx, XX 00000
Phone 000-000-0000
Fax 000-000-0000
CONSULTING AGREEMENT
This consulting agreement ("Agreement") is entered into by and between MAXXON,
INC. (MAXXON) and UTEK CORPORATION (UTEK) effective THE 15TH day of November
1999.
For good and valuable consideration, the receipt, adequacy and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. SCOPE OF SERVICES. UTEK agrees to provide technology merchant
consulting services to MAXXON to identify, evaluate and recommend
potential technology acquisitions that are synergistic with MAXON's
existing medical technologies. This technology search shall review
technologies form US research institutions and US government
laboratories.
2. COMPENSATION. In consideration for providing the above services,
MAXXON agrees to pay UTEK a total of 500,000 shares. Payable upon
execution of this Agreement.
3. TERM. The term for performance of the services of this Agreement shall
begin November 15, 1999 and ending December 31, 1999.
4. The laws of the State of Oklahoma govern this Agreement.
The parties have executed this Agreement effective November 15, 1999.
MAXXON, INC. UTEK CORPORATION
By:_____________________ By:_______________________
Xxxxxxx Xxxxx, President Xx. Xxxxxxxx X. Xxxxx, CEO
