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Title: |
Consulting Agreement |
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Entities: |
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Date: |
2003 |
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Preview shows 5KB of 17KB total |
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Price: |
$38 |
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ID: |
#1225214 |
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CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Consulting Agreement") is effective as of
April 23,2003 ("Effective Date"), and is by and between CALYPTE BIOMEDICAL
CORP., a Delaware corporation, having its principal place of business at 1265
Harbor Bay Pkwy, Alameda, Ca. 94502 (hereinafter referred to as the "Company")
and JUNEBUG ENTERPRISES, having its principal place of business at 9100 Wilshire
Blvd. Ste. 700E, Beverly Hills, Ca. 90212 (hereinafter referred to as the
"Consultant").
R E C I T A L S:
WHEREAS, the Company desires to obtain the services of Consultant as
an independent contractor to render consulting services to the Company under the
terms and conditions contained herein; and
WHEREAS, the Consultant desires to provide service as an independent
contractor to the Company under the terms and conditions contained herein;
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND
PROMISES AND OTHER GOOD AND VALUABLE CONSIDERATION, THE
RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, IT IS MUTUALLY AGREED
AS FOLLOWS:
A G R E E M E N T:
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1. GENERAL CONSULTING TERMS.
1.1 CONSULTING PERIOD. The Company hereby retains the Consultant, and
the Consultant hereby agrees to serve the Company for the period (the
"Consulting Period") beginning April 23, 2003 and ending on April 22, 2006.
1
<PAGE>
During the term of the within Consulting Agreement, Consultant
agrees to provide the services of Earvin "Magic" Johnson to fulfill all terms
and obligations held within this agreement beginning with but not limited to as
follows, to be available for eight (8) personal appearances annually on behalf
of the Company, subject to the Company's providing twenty (20) days written
notice as to the date, time, and location of the appearance. Attendance at two
of the board meetings will fulfill two (2) of the eight (8) personal appearances
and the production of one (1) public service announcement (PSA), as described in
Section 1.2 hereinbelow, will fulfill one (1) appearance. Appearances shall be
limited to a two (2) hour maximum time limit, per each appearance, not including
travel time to and from the scheduled appearance. The Company agrees to provide
first class travel arrangements, hotel accommodations, and per diem for meals as
required, for each of the personal appearances provided for herein for
Consultant, and personal assistant.
1.2 CONSULTING OBLIGATION. During the Consulting Period, Consultant
will render such consulting and advising services as an independent contractor
to the Company, primarily in connection with the marketing (use of likeness in
product and company brochures, use as spokesperson in PSA program, trade shows,
marketing programs), distribution, and sale of the Company's products, as well
as meet with potential investors and government affairs support. It is
understood and agreed that the consulting services to be rendered and
appearances will be mutually agreed upon by the Consultant and the Company. All
uses of Consultant's name, likeness or image shall be subject to prior written
consent by consultant, which shall not be unreasonably withheld.
1.3 COMPENSATION. The Company agrees to pay to Consultant the sum of
$1,000,000 per annum payable as follows: $250,000 within seven (7) days of the
execution of the within Agreement; an additional $250,000 payable thirty (30)
days from the date of the initial payment; and the balance of $500,000 payable
in equal payments of $125,000
2
<PAGE>
quarterly thereafter on the last day of each quarter, which shall be determined
as of the Effective Date. For each year thereafter, Company agrees to pay
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