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CONFIDENTIAL
CONSULTING AGREEMENT
INDEPENDENT CONSULTANT AGREEMENT
Pursuant to the Confidential Separation Agreement and General Release dated as of January 15, 2004 ("Separation Agreement"), this Independent Consultant Agreement ("Agreement") is entered into between Paul R. Buckman whose address is 200 Wildhurat Road, Tonka Bay, MN 55331, ("Consultant") and ev3 Inc., a Delaware corporation whose address is 4600 Nathan Lane North, Plymouth, MN 55442 ("Company").
1. Duties. Consultant's services will include, but are not be limited to, providing advice to ev3 on technologies, products, market competition, product development and designs, processes, ideas, customers, clinical trials, and regulatory matters (the "Services"). Until further notice, Consultant shall coordinate the performance of Consultant's duties hereunder with Dale Spencer or James Corbett. Services shall be performed only as reasonably requested by Company and at times mutually convenient.
2. Term and Termination. The initial term of this Agreement will be from the date of delivery of the notice required under Section 7(c) of the Separation Agreement and ending on the date of the last Separation/Consulting Payment pursuant to the Separation Agreement, unless terminated earlier as hereinafter provided. Company may terminate this Agreement immediately and without notice as the result of Consultant's breach of the provisions of this Agreement or of the Separation Agreement. A breach by Consultant of this Agreement shall constitute a breach of the Separation Agreement as well. In the event of notice of termination, Consultant shall promptly submit any outstanding requests for expenses, and Company shall make payment as provided for in Section 3. Company shall have no other monetary liability to Consultant.
3. Payment. Payment for services and expenses will be as follows:
(a) Company shall pay Consultant pursuant to terms of the Separation Agreement. No other compensation for the Services shall be provided hereunder.
(b) Company agrees to reimburse Consultant for all reasonable out-of-pocket business expenses incurred by Consultant on behalf of Company, provided that Consultant properly accounts to Company for all such expenses in accordance with the standard policies of Company relating to reimbursement of business expenses. All travel expenses, if any, must be pre-approved in writing by Company. Domestic air travel required for Company business will be reimbursed as coach rates. Consultant shall provide Company with appropriate documentation for tax purposes for all expenses for which Company reimbursement is requested.
4. Independent Contractor.
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(a) Consultant is to be retained as an independent contractor and not as an agent or employee of Company. Consultant shall not have any right to bind Company or commit Company to any legal obligation whatsoever, or to hire or retain other parties at Company's expense, without Company's prior written approval.
(b) While on Company's premises, Consultant shall comply strictly with all laws and regulations, take all safety precautions, and follow all of Company's safety and operating rules, including but not limited to this prohibition on weapons. Consultant represents and warrants that Consultant shall at all times during the term of this Agreement act in the best interest of Company and take no action which is or might be detrimental to the interests of Company.
(c) Consultant shall perform the Services to the best of Consultant's ability and in accordance with the degree of skill, care and diligence normally exercised by recognized professional persons or firms that supply services of a similar nature.
(d) Consultant shall not be eligible to participate in any of Company's employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs.
5. Intellectual Property.
(a) Inventions. "Inventions" as used in this Agreement, means any inventions, discoveries, improvements and ideas, whether or not in writing or reduced to practice and whether or not patentable or copyrightable, made, developed, perfected, devised, authored or conceived by Consultant, whether by Consultant's sole efforts or in connection with the efforts of others, and that either (i) relate in any way to Company's products or processes, past, present, anticipated or under development upon which Consultant has provided services to Company, or (ii) result in any way from Consultant's engagement by Company (including any limited services prior to the date of this Agreement).
(b) Ownership. Consul






