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Exhibit
10.1
Consulting Agreement
Parties:
This
Consulting Agreement is entered into, effective as of the 15th
day of October 2007, by and between Nutrition 21, Inc., having
an office at 4 Manhattanville Road, Purchase, NY 10577
(“N21”), and Peter C. Mann, Clinton Corners, NY
12514 (“Consultant”).
Description:
Consultant
agrees to provide consulting services related to N21’s
business.
Personal Performance
The
consulting services described herein will be performed
exclusively by Consultant personally and cannot be assigned to
others. Consultant represents that he has not been debarred by
the US. Food and Drug Administration. Further, Consultant
agrees to make every reasonable effort to accommodate
N21’s scheduling needs.
Consulting Period
The
consulting services will be provided for a period of six
months effective as of October, 15, 2007, unless the services
are earlier terminated by either party as set forth below.
Unless earlier terminated as set forth below, at the end of
the consulting period N21 may offer to extend the consulting
period.
Fee Structure and Billing:
N21
will compensate Consultant at a rate of $5,000 per month.
Consultant will submit invoices for services monthly. No other
compensation or benefits related to the consulting services
will be provided by N21.
Other Clients
N21
acknowledges that other parties may use Consultant’s
consulting services and it is understood and agreed that
Consultant is not to disclose to N21 any confidential
information of other parties.
Confidentiality
(a)
During the period of Consultant providing consulting services
to N21, Consultant will acquire from N21 technical and
commercial information which N21 considers to be proprietary
and confidential (“Information”). Consultant
agrees to keep confidential and not to use or divulge, except
with the consent of N21, any such Information as well as all
information developed by Consultant as a result of services
provided for N21 under this Agreement (“Developed
Information”). Upon termination of this Agreement or at
any other time N21 requests, Consultant will transmit to N21
any written, printed, or other materials embodying such
Information or Developed Information, including all copies and
excerpts thereof. These obligations on Consultant’s part
with respect to N21’s Information and Developed
Information shall continue at all times during and beyond the
Consulting Period.
(b)
Notwithstanding the above, this Agreement shall not restrict
Consultant’s use or disclosure of any Information
which:
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is
or later becomes publicly known through no fault of
Consultant;
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