THE SPECTRANETIC CORPORATION
MASTER CONSULTING AGREEMENT
This Master Consulting Agreement
(“Agreement”) is entered into this 25th day of March,
2009 by and between The Spectranetics Corporation, a Delaware
Corporation, 9965 Federal Drive, Colorado Springs, CO 80921
(“Spectranetics”), and Craig Walker, MD, 225 Dunn
Street, Houma, LA 70360 (“Consultant”) dated as of
March 9, 2009.
A. Spectranetics is engaged in, among other
things, the business of researching, developing, and
commercializing proprietary lasers, catheters, and other devices
for the treatment of coronary and peripheral vascular disease and
management of cardiac leads throughout the United States and the
world.
B. Consultant represents that he or she is
a qualified physician, experienced in treatment of peripheral
vascular disease techniques, including but not limited to the use
of the Spectranetics peripheral applications, and duly licensed in
the state of Louisiana with knowledge and insights regarding the
treatment of coronary and peripheral vascular disease and/or
management of cardiac leads
C. Spectranetics and Consultant desire to
enter into an agreement in which Consultant will provide consulting
services to Spectranetics according to the terms and conditions set
forth below.
NOW, THEREFORE,
in consideration of the recitals above and the mutual promises set
forth below and other good and valuable consideration, the parties
agree as follows:
Duties. Consultant shall provide consulting services as
requested in writing by an authorized employee at Spectranetics as
specified in paragraph below, from time to time in a variety of
areas where, in Spectranetics’ opinion, such services would
be useful or necessary, including but not limited to the areas of
laser peripheral application treatment products, product
development, non-laser products, procedures, and/or clinical
operations/studies. In addition, Consultant may be asked to
directly support clinical training, education of physicians or
other medical professionals and/or Spectranetics employees, and/or
act as an advisor with respect to new marketing materials,
initiatives and programs, in each case related to treatment of
peripheral vascular disease. Spectranetics reserves the right to
review and/or approve any or all presentation materials, including
not only slide presentations but also the selection of live cases
at any SPNC sponsored event, to ensure consistency with the FDA
approved indications for use. Exhibit A is a list of types of
services which Spectranetics may request.
Consultant shall perform the consulting services
in accordance with all applicable local, federal and state laws and
regulations and generally accepted standards of good clinical
practice, including without limitation the Health Insurance
Portability and Accountability Act (“HIPPA”), the anti
fraud and abuse provisions of the Medicare laws, and the Food, Drug
and Cosmetic Act and their implementing regulations.
1. Term . The term of this agreement
shall be from the date of this Agreement until March 9,
2010.
2. Compensation . Consultant shall
receive compensation from Spectranetics as outlined in
Exhibit A, plus previously agreed upon-reasonable
out-of-pocket expenses for consulting services rendered under this
Agreement, provided further than Consultant shall not be paid for
consulting services in excess of 10 days in any month without
prior approval in writing from an Executive Officer of
Spectranetics. Services outside of those outlined in Exhibit A
will be negotiated separately and will be subject of a written
amendment or separate agreement.
Consultant shall invoice Spectranetics monthly
for services rendered pursuant to this Agreement, which invoice
shall describe the services provide and the number of hours
associated with such work. Spectranetics shall pay such invoice
within 30 days of receipt.
The compensation paid under this Agreement shall
constitute revenues to Consultant. Spectranetics shall not withhold
any amounts therefrom as federal or state income tax or as employee
contributions under FICA or any federal or state unemployment,
welfare or health insurance program, and Spectranetics shall not
make any employer contributions thereunder with respect to
Consultant’s compensation under this Agreement.
3. Engagement of Consultant . An
authorized Spectranetics employee shall provide each request for a
consulting service in writing in sufficient detail to provide clear
instructions to Consultant and to allow Spectranetics to verify
that Consultant performed the service requested. Only Mike Voss,
Kurt Kerzic and Mike Ferguson are authorized to engage Consulting
Services. Spectranetics shall pay Consultant for each service
requested by Spectranetics and performed by Consultant at the rate
set forth above. Such rates are full consideration for the service
rendered to Spectranetics, inclusive of travel time and reasonable
preparation. No additional amounts shall be paid for such services
and such rates are not in consideration for patient care for which
Consultant is otherwise compensated. Any payments due are payable
within thirty (30) days from the date Spectranetics confirms
that the services was performed in accordance with this
Agreement.
4. Reimbursement for Business
Expenses . Spectranetics shall reimburse Consultant for
reasonable and necessary business expenses (e.g., air/train/car,
hotel, meals, etc.) incurred by Consultant in connection with a
service performed as requested by Spectranetics, provided that such
expenses have been pre-approved in writing by Spectranetics
personnel prior to any consulting work being performed.
Reimbursement for such expenses is payable within thirty
(30) days from the date Spectranetics receives documentation
from Consultant supporting the fact that such expenses are
reimbursable in accordance with this Agreement.
5. No Payments in Excess of Legal
Limits . The parties acknowledge and agree that the
compensation paid under this Agreement is intended to be consistent
with applicable law, regulation and industry guidelines, and does
not exceed the fair market value of the service to be provided to
Spectranetics under the Agreement. The parties understand and agree
that the payments under this Agreement are not intended, directly
or indirectly, to induce or reward Consultant for ordering, using,
or recommending Spectranetics’ products and Consultant is
under no obligation under this Agreement or otherwise to make any
use or to arrange for or recommend any use of Spectranetics
products.
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6. Non-Exclusive Activity . The
parties understand that performance under this Agreement is not the
exclusive activity of Spectranetics or Consultant and that
Spectranetics and Consultant each may undertake other activities,
provided that Consultant shall not compete with Spectranetics
except as expressly permitted under Paragraph 8
below.
7. Non-Disclosure of Confidential
Information . Consultant acknowledges that the services to be
rendered under this Agreement may cause each party to receive
confidential and proprietary information from the other party.
Proprietary Information shall include, without limitation,
Spectranetics customer data, custom databases, computer programs,
computer applications, product development plans, inventions,
invention disclosures, intellectual property, and other business
methods, processes, techniques, plans and more (“Proprietary
Information”). All Proprietary Information disclosed to or
created or developed by Consultant pursuant to this Agreement shall
be deemed to be the exclusive property of Spectranetics.
Consultant acknowledges that the Proprietary
Information has economic value to Spectranetics due to the fact
that the Proprietary Information is not generally known to the
public or the trade and that the unauthorized use or disclosure of
Proprietary Information is likely to be extremely detrimental to
Spectranetics’ interests. Consultant therefore agrees to hold
in strict confidence and not to disclose to any third party any
Proprietary Information acquired or created or developed by
Consultant under this Agreement. Upon termination of this
Agreement, Consultant shall deliver to Spectranetics all documents
acquired or created or developed during the course of rendering
services to Spectranetics under this Agreement, whether in written
or electronic form, including without limitation, all
correspondence, memoranda, and notes and all summaries, indices and
excerpts thereof, that are in Consultant’s possession,
custody or control.
Proprietary Information disclosed to a receiving
party shall, for a period of five years from the date of
termination of the project or a date set forth by mutual agreement
by both parties, whichever is later, be held in confidence by the
receiving party. Such Proprietary Information shall not be
disclosed to others by the receiving party, nor shall it be used by
the receiving party except for the purpose set forth above, without
the prior written approval of the disclosing party.
The conditions
of this Paragraph 7 hereof shall not apply to
information:
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which was in the public domain or
generally available to the public prior to receipt thereof by the
receiving party from the disclosing party, or which
subsequentl
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