EXHIBIT 10(a)
CONSULTING AGREEMENT
THIS AGREEMENT, made as of this first day of January, 2002, by and
between Xxxx X. Xxxxxx, whose principal place of business is located at 00 Xxxxx
Xxxxxx, Xxxxxxxxx, XX 00000, hereinafter referred to as the "Consultant", and
Uroplasty, Inc., whose principal place of business is located at 0000 Xxxxxx
Xxxxxx XX, Xxxxxxxxxxx, XX 00000, hereinafter referred to as "Company".
WITNESSETH:
WHEREAS, the Company desires to engage the services of the Consultant
to perform for the Company consulting services as an independent contractor and
not as an employee; and
WHEREAS, Consultant desires to consult with the Board of Directors, the
officers of the Company, and the administrative staff, and to undertake for the
Company consultation as to the direction of certain functions in said management
of;
NOW, THEREFORE, it is agreed as follows:
1. Term. The respective duties and obligations of the contracting parties
shall be for a period of one year, commencing on January 1, 2002. The
agreement will automatically renew for successive one-year periods
unless terminated. This agreement may be terminated by either party
giving thirty (30) days written notice to the other party at the
addresses stated above or at an address chosen subsequent to the
execution of this agreement and duly communicated to the party giving
notice.
2. Consultations. Consultant shall be available to consult with Board of
Directors, the officers of the Company, and the heads of the
administrative staff, at reasonable times, concerning matters
pertaining to the organization of the administrative staff, the fiscal
policies of the Company, the relationship of the Company with its
employees or with any organization representing its employees, and, in
general, the important problems of concern in the business affairs of
the Company. Consultant shall not represent the Company, its Board of
Directors, its officers or any other members of the Company in any
transactions or communications nor shall Consultant make claim to do
so.
3. Liability. With regard to the services to be performed by the
Consultant pursuant to the terms of this agreement, the Consultant
shall not be liable to the Company, or to anyone who may claim any
right due to any relationship with the Company, for any acts or
omissions in the performance of services on the part of the Consultant
or on the part of the agents or employees of the Consultant, except
when said acts or omissions of the Consultant are due to willful
misconduct or gross negligence. The Company shall hold the Consultant
free and harmless from any obligations, costs, claims, judgments,
attorneys' fees, and attachments arising from or growing out of the
services rendered to the Company pursuant to the terms of this
agreement or in any way connected with the rendering of services,
except when the same shall arise due to the willful misconduct or gross
negligence of the Consultant and the Consultant is adjudged to be
guilty of willful misconduct or gross negligence by a court of
competent jurisdiction.
4. Compensation. The Consultant shall receive $2,000 per month from the
Company for the performance of the services rendered to the Company
pursuant to the terms of the agreement. In addition, the Company shall
reimburse the Consultant per diem for any reasonable out of pocket
expenses incurred by the Consultant pursuant to the terms of this
agreement. The Consultant shall submit itemized statements of expenses
incurred during any particular month for reimbursement.
5. Arbitration. Any controversy or claim arising out of or relating to
this contract, or the breach thereof, shall be settled by arbitration
in accordance of the rules of the American Arbitration Association, and
judgment upon the award rendered by the arbitration (s) shall be
entered in any court having jurisdiction thereof.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement as
of the 1st day of January 2002.
UROPLASTY, INC. CONSULTANT
/s/Xxxxxx X. Xxxxxx /s/Xxxx X. Xxxxxx
Xxxxxx X. Xxxxxx Xxxx X. Xxxxxx
C.E.O., President
Consulting Agreement - Page 2 of 2
