EXHIBIT 10.20
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement"), is made and entered into as of
26 July 1997, by and between IMMUCOR, INC., whose address is 0000 Xxxxxxx
Xxxxx, Xxxxxxxx, Xxxxxxx 00000, XXX, and XXXXX XXXXX, whose address is
Xxxxxxxxxxxx Xxxxxx 00, 00000 X"xxxxxxx, Xxxxxxx (hereinafter "Consultant").
Section 1
SCOPE OF SERVICES
1.1 Engagement. Immucor, Inc. hereby engages Consultant to provided
consulting services to Immucor, Inc. under terms of this Agreement, and
Consultant hereby accepts such engagement.
1.2 Services. Consultant will provide consulting services requested by
Xxxxxx X. Xxxxxx, President of Immucor, Inc., related to the domestic and
international sales and marketing of products by Immucor, Inc. and its
German subsidiary, Immucor Medizinische Diagnostik GmbH (hereinafter
"Immucor GmbH"). These activities shall be performed under the direct
supervision of Xx. Xxxxxx. In addition, Consultant shall keep
Xxxxxxx Xxxxxxxx, Managing Director of Immucor GmbH, closely informed of
all of Consultant's activities related to Immucor GmbH. If the services
requested cannot be completed during the Term of this Agreement, Consultant
agrees to cooperate with Immucor, Inc. to permit an orderly turnover and
transition of unfinished business, which will be conducted in a manner that
reflects favorably on Immucor, Inc. and its business.
1.3 Limitation of Authority. Consultant will continue externally as a
Managing Director (Geschaftsfuhrer) of Immucor GmbH and will serve
internally as a Deputy Managing Director (Stellvertretender Geschaftsfuhrer)
for the Term of this Agreement. Other than the consulting services
described in Section 1.1, which will be performed by Consultant in
accordance with the terms of this Agreement, all activities of Consultant
related to the business of Immucor, Inc. or Immucor GmbH must be approved
in writing by another Managing Director of Immucor GmbH.
1.4 Conduct of Services. All work shall be performed in a professional
manner in accordance with applicable professional requirements and ethical
considerations.
1.5 Time of Work. Consultant shall have the right to determine his own
work schedule in coordination with Xx. Xxxxxx.
1.6 Place of Work. Consultant will perform his work under this Agreement
at Immucor, Inc.'s place of business, Immucor GmbH's place of business, or
elsewhere as mutually agreed by Consultant and Xx. Xxxxxx.
Section 2
TERM AND TERMINATION
2.1 Term. The term of Consultant's engagement under this Agreement shall
commence on the date set forth above and shall continue until the close of
business on 31 October 1997 (the "Term"). If Consultant's debts to Immucor,
Inc. and Immucor GmbH are paid in full by this date, the Term will be
automatically extended until 31 December 1997.
2.2 Termination. Consultant's engagement under this Agreement will
terminate at the end of the Term, as it may be extended. In addition,
Consultant's engagement under this Agreement may be terminated by
Immucor, Inc. upon written notice to Consultant for proper cause. For
this purpose, proper cause would include, without limitation, a material
failure or serious delay in Consultant's efforts, dishonesty, or similar
major problems. Upon any such termination, all obligations of Immucor, Inc.
to Xx. Xxxxx shall cease.
Section 3
FEES AND EXPENSES
3.1 Fees. Consultant will be paid fees of DM [27.000] per month for the
term of this Agreement, such fees to be paid on completion of each month's
services; provided, however, Consultant and Immucor, Inc. agree that
Immucor, Inc. will retain DM 10.000 of that amount each month and apply it
to Consultant's debts to Immucor, Inc.
3.2 Expenses. Immucor, Inc. shall reimburse Consultant for expenses
approved by Immucor, Inc. that arise in the exercise of his duties in the
regular course of his engagement under this Agreement, including travel and
hospitality expenses. Before the 15th day of every calendar month
Consultant shall give an account of the expenses for the month before,
enclosing adequate receipts or records, or otherwise in accordance with tax
laws and rules.
3.3 Car. For the term of Consultant's engagement hereunder Immucor, Inc.
will make a BMW 850 available to Consultant to use for purposes of
fulfilling his obligations under this Agreement. He may also use the car
for private purposes up to a maximum of 10.000 kilometers per annum, pro
rated for the term of Consultant's engagement hereunder.
3.4 No Immucor GmbH Obligations. The parties agree that before 26 July 1997
Consultant was an employee of Immucor GmbH under an Employment Agreement
dated 12 September 1990; that Consultant resigned from that position on
25 July 1997 and the Employment Agreement was canceled on that date; and
that Immucor GmbH has no further obligations to Consultant under the
Employment Agreement or for any other reason.
Section 4
RESPONSIBILITIES OF CONSULTANT FOR TAXES AND OTHER MATTERS
As an independent contractor, Consultant shall pay and report all income
taxes and social security obligations applicable to Consultant under this
Agreement.
Section 5
CONFIDENTIALITY; RIGHTS IN WORK PRODUCT
5.1 Confidentiality. Except as required to perform his duties for
Immucor, Inc. under this Agreement, Consultant shall not use or disclose
any confidential information of Immucor, Inc., Immucor GmbH or any related
company, whether of a technical or commercial nature. This restriction
shall apply during and after the Term of this Agreement. In case of any
material violation of the obligations of this section, Consultant shall pay
a fine of DM 50.000 to Immucor, Inc. Immucor, Inc. retains the right, in
addition, to recover any damages.
5.2 Work Product. All intellectual property (inventions, discoveries,
trade secrets, trademarks and the like) conceived or developed by Consultant
and related to Immucor, Inc.'s business (including but not limited to the
business of Immucor GmbH) shall be the sole property of Immucor, Inc. To
the fullest extent permitted by applicable law, all such intellectual
property shall be considered works made for hire, and Immucor, Inc. shall
be entitled to original ownership of them. Consultant hereby assigns, and
agrees to assign, to Immucor, Inc. all of his rights in such intellectual
property; and Consultant agrees to assist Immucor, Inc. in every reasonable
way to obtain, perfect, and enforce Immucor, Inc.'s rights in such
intellectual property.
Section 6
RESTRICTIONS
6.1 Restraint of Competition. During the Term of this Agreement and for
a period of two years after the termination of Consultant's engagement under
this Agreement, Consultant shall not, directly or indirectly: engage in
competition with Immucor, Inc., Immucor GmbH or any related company;
participate directly or indirectly in a competitor; or support the
activities of a competitor. This section shall be interpreted broadly to
cover every business relation between Consultant and a competitor falling
within the normal business scope of Immucor, Inc., Immucor GmbH and related
companies, whether or not the relation results in the strengthening of the
competitive position of a competitor. These restrictions include a
prohibition on soliciting any customers of Immucor, Inc., Immucor GmbH or
any related company, except as necessary to provide consulting services
under this Agreement. In case of any material violation of the obligations
of this section, Consultant shall pay a fine of DM 50.000 to Immucor, Inc.
Immucor, Inc. retains the right, in addition, to recover any damages.
6.2 No Recruitment of Personnel. Consultant agrees not to recruit, or to
provide assistance to others in recruiting, any personnel of Immucor, Inc.,
Immucor GmbH or any related company during the Term of this Agreement and
for a period of one (1) year after termination of Consultant's engagement
under this Agreement for any reason.
Section 7
MISCELLANEOUS
7.1 Governing Law. This Agreement and the rights of the parties hereunder
shall be construed under and governed by the laws of Germany.
7.2 Independent Contractors. The parties are and shall be independent
contractors to one another. Nothing in this Agreement shall be interpreted
as creating or establishing an agency, partnership, joint venture or the
relationship of employee and employer between Consultant and Immucor, Inc.,
Immucor GmbH or any related company.
7.3 Notices. All notices required or permitted hereunder shall be in
writing addressed to the respective parties as set forth herein, unless
another address shall have been designated, and shall be delivered by hand
or by registered or certified mail, postage prepaid.
7.4 Entire Agreement. This Agreement constitutes the entire agreement of
the parties hereto and supersedes all prior representations, proposals,
discussions, and communications, whether oral or in writing. This Agreement
may be modified only in writing and shall be enforceable in accordance with
its terms when signed by the party sought to be bound.
7.5 Translations. If any conflict in the interpretation of this Agreement
arises between the English language version of this Agreement and any
translation thereof, the English language version of this Agreement shall
control.
The parties have executed and delivered this Agreement as of the date and
year first written above.
IMMUCOR, INC.
By: /s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
President
/s/Xxxxx Xxxxx
XXXXX XXXXX
