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EXHIBIT 10.25
HEALTHCARE ALLIANCE, INC.
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CONSULTING AND SERVICES AGREEMENT
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THIS AGREEMENT, made and entered into this 1st day of February, 1996, by
and between Healthcare Alliance, Inc. (the "Alliance"), and Horizon Medical
Products Inc. ("Client").
WHEREAS, the Alliance is engaged in the business of providing consulting
and related services to healthcare suppliers in order to xxxxxx and expedite the
sales of their products to hospital purchasing groups, physician organizations,
other medical services providers and other healthcare suppliers ("Customer");
and
WHEREAS, Client desires to become an Affiliate Member of the Alliance, and
desires to engage the services of the Alliance upon the terms and conditions
hereinafter set forth,
NOW, THEREFORE in consideration of the premises, covenants, and agreements
herein contained, the parties agree as follows:
1.0 Engagement. Client hereby engages the Alliance and the Alliance
agrees to extend its reasonable best efforts to assist Client in marketing its
products/services by representing Client to customers with the expressed
purpose of negotiating and executing a purchasing agreement on behalf of
Client. It is the intention of the Alliance not to enter into agreements with
clients where significant competitive overlaps exist.
2.0 Compensation. In consideration of performance of the Services, Client
shall make payment to the Alliance for marketing fees in the amount of
thirty-six thousand dollars ($36,000), annually; three thousand dollars
($3,000) payable February 28, 1996 and three thousand dollars ($3,000) every
month thereafter.
2.1 Performance Incentive. A performance incentive of five (5) percent of
the annual sales increase over the sales base that results from the Alliance's
efforts will be paid 60 days following the close of the Agreement year
throughout the terms of any purchasing and/or distribution
agreement/arrangement. The sales base against which this performance incentive
will be measured will be the total sales recorded for the customer for the
preceding twelve months prior to any purchasing agreement. Client agrees to
provide Alliance with customer sales reports on a quarterly basis.
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2.2 Equity Incentive. An equity incentive of up to three and three tenths
(3.3%) percent of the Client's stock outstanding owned by Messrs. Xxxx, Xxxxxxx
and Xxxxxxxx will be granted the Alliance according to the terms contained in
Exhibit A.
2.3 Payment of Expenses. Expenses related to the performance of services
by the Alliance will be the responsibility of the Alliance. Expenses related to
activities hosted by Client will be the responsibility of Client.
2.4 Personnel. The Services will be provided in accordance with all
applicable laws, rules, regulations, statutes, and ordinances of any
governmental authority applicable thereto. In connection with performing the
Services, the Alliance accepts responsibility for and will furnish all
coordinating management and special projects personnel required to efficiently
perform the Services. These personnel shall be direct agents and employees of
the Alliance. The Alliance will pay all salaries, taxes, insurance, and other
fringe benefits of its personnel performing Services hereunder.
3.0 Term. This Agreement shall commence on or about February 1, 1996, and
terminate on January 31, 1999.
3.1 Automatic Renewal. This Agreement will automatically renew for
another three (3) year term unless the Alliance is notified in writing thirty
(30) days prior to the beginning of the third year.
3.2 Non-cancelable. This Agreement is non-cancelable by Client, during
its term except for breach of a material provision of this Agreement by the
Alliance, or the death/departure of either/both of the Alliance's principals,
X.X. Xxxxxxx or X.X. Xxxxxxxxx. In the event of breach, client shall, by
written notice, give the Alliance sixty (60) days commencing with receipt of
such notice, to correct the alleged breach. In the event the alleged breach is
not so corrected within the sixty (60) day period, Client may thereafter deem
this Agreement immediately terminated.
4.0 Exclusivity and Restrictive Covenants. Client acknowledges that the
Alliance has devoted considerable time and expense in developing the business
that provides services within the scope of the Agreement. The fees to be paid
to the Alliance for services provided is based in part on the assumption that
Client will not employ or engage others to provide services similar to the
services provided by the Alliance during the term of the engagement.
5.0 Relationship of Parties. The parties acknowledge and agree that in
all respects in providing Services hereunder, the Alliance shall be an
independent contractor and shall act as an extension of Client.
6.0 Representations and Warranties of the Alliance. The Alliance
represents and warrants that it is an Equal Opportunity employer and does not
and shall not discriminate against any of its employees or applicants for
employment on the basis of race, color, creed, sex, national origin, physical
condition or age. The Alliance will furnish Client with all information, data
and certificates which may be required by Client in order for it to comply with
governmental non-discrimination requirements.
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6.1 Neither the Alliance nor any shareholder, director, officer or
employee of is now or ever has been the subject of any governmental
investigation into the legality or propriety of actions, practices, or
procedures of the Alliance.
6.2 Neither the Alliance nor the Client nor any shareholder, director,
officer or employee of the Alliance or Client, has paid or promised to pay any
remuneration to any employee of Alliance or the Client in consideration of
obtaining this Agreement.
7.0 Confidentiality. The Alliance and client acknowledge that billing
information, written procedures, manuals and methods are confidential and are
the property of the respective party. All files, records and documents relating
to the Alliance and the Client's business, to which the other has access, shall
remain the exclusive property of the respective party and shall not be used
without the written consent of that respective party.
8.0 General. This Agreement supersedes all prior agreements and
understandings between the Alliance and Client and its directors, officers,
shareholders, employees, attorneys, agents or representatives and constitutes
the entire Agreement between the parties. There are no representations,
warranties, or commitments other than those expressed herein.
8.1 No modification or amendment of, or waiver under, this Agreement
shall be valid unless in writing and signed by both parties.
8.2 The validity, construction, interpretation and enforceability of this
Agreement and the capacity of the parties shall be determined and governed by
the laws of the State of Illinois.
8.3 This Agreement may not be assigned or subcontracted by either party
without the prior written consent of the other party.
8.4 If any provision of this Agreement shall be held invalid under
applicable laws, such invalidity shall not affect any other provision of this
Agreement that can be given effect without the invalid provisions, and, to this
end, the provisions hereof are severable.
8.5 Any notice required or permitted to be given to either party in
writing under this Agreement may either be personally delivered or sent by
registered or certified mail, return receipt requested, postage paid, addressed
to each party as follows:
TO ALLIANCE: Healthcare Alliance, Inc.
000 Xxxx Xxxxxxxx Xxxx -- Xxxxx 000
Xxxx Xxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxx X. Xxxxxxxxx
Phone: 000-000-0000
Fax: 000-000-0000
TO CLIENT:
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8.6 The Alliance and Client each agree to indemnify and hold the other
harmless from any court costs and reasonable attorney's fees which each may
sustain as a result of, or in connection with, either directly or indirectly,
the other's breach or violation of this Agreement.
8.7 Client represents and warrants to the Alliance that it is not a party
to or bound by, and its Agreement with the Alliance or its disclosure of any
information to the Alliance, will not violate or breach any employment,
retainer, consulting, license, non-competition, non-disclosure, or other
agreement or understanding between Client and any other person, partnership,
corporation, joint venture, association or entity.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
HORIZON MEDICAL PRODUCTS, INC. HEALTHCARE ALLIANCE, INC.
By: By: /s/
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Title: Title: President
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Date: Date: 3-19-6
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EXHIBIT A
CONSULTING AND SERVICES AGREEMENT
BETWEEN HEALTHCARE ALLIANCE, INC. AND
HORIZON MEDICAL PRODUCTS, INC.
EQUITY INCENTIVE SCHEDULE
HMP, INC.
STOCK AWARD GROUP AGREEMENT GOAL
1.1% Outstanding Shares Columbia/HCA
1.1% Outstanding Shares AmHS-Premier-SunHealth
1.1% Outstanding Shares Various other group agreements - as
individual agreements or in
combination as defined and agreed
to by the parties.
Total Shares Available: 3.3%%
The Alliance shall be granted their shares thirty (30) days following the
execution of a purchasing agreement with the customer. In the event that
Healthcare Alliance does not obtain a group contract in the first twelve
months, the amount of stock under the "equity incentive schedule" is reduced
from 1.1% to 0.8%.
In the event that Healthcare Alliance does not obtain a group contract in the
second twelve months, the amount of stock under the "equity incentive schedule"
is reduced from 0.8% to 0.5%.
HORIZON MEDICAL PRODUCTS, INC. HEALTHCARE ALLIANCE, INC.
BY: /s/ BY: /s/
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DATE: 3/25/96 DATE: 3-19-96
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