This Consulting
Agreement is entered into, effective as of the 24th day of
September 2008, by and between Nutrition 21, Inc., having an office
at 4 Manhattanville Road, Purchase, NY 10577 (“N21”),
and Michael A. Fink, 68 E. Sherbrooke Parkway, Livingston, NJ 07039
(“Consultant”).
Consultant
agrees to provide consulting services related to N21’s
business. You will report to Michael A. Zeher, President and CEO.
Consultant will provide twelve (12) days of services per
month.
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.
The consulting
services will be provided until the services are terminated by
either party as set forth below.
Fee
Structure and Billing:
N21 will
compensate Consultant at a rate of $15,000 per month for twelve
(12) days of services per month. Prior to each month Consultant
will submit an invoice. If during a month, Consultant provides more
or less than twelve (12) days of services during the month, the
invoice for the next month will be increased or decreased to
reflect the actual days of services rendered during the previous
month. During the consulting period, Nutrition 21 will reimburse
Consultant for normal business expenses incurred on behalf of
Nutrition 21, and will provide reimbursement for economy travel.
All covered expenses will be billed by Consultant as out of pocket
expenses. Consultant will submit expense vouchers and attach
receipts for all reimbursable expenses on a bi-weekly basis. No
other compensation or benefits related to the consulting services
will be provided by N21.
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.
(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 Inform
