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Consulting Agreement Dated July 9, 2001

This is an actual contract by BIO Plexus.
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CONSULTING AGREEMENT


AGREEMENT, dated as of July 9, 2001, between Bio-Plexus, Inc (the "Company"), and KST Consulting (the "Consultant").


W I T N E S S E T H:


WHEREAS, the Company desires to engage the Consultant to provide consulting services to the Company for the period provided herein upon the terms and conditions set forth herein;


WHEREAS, the Consultant is willing, and free, to provide the consulting services to the Company as contemplated by this agreement;


NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Company and the Consultant hereby agree as follows:


1. CONSULTING PERIOD. The term of this Agreement shall commence upon the Effective Date and shall continue for an initial period of two years, or such other period as shall be mutually agreed between the parties (the "Consulting Period") and for any period thereafter as may be agreed to by the parties in writing unless sooner terminated as provided herein. The parties may agree to extend this Agreement beyond the initial Consulting Period upon such terms as shall be mutually agreed to in writing. "Effective Date" shall have the meaning ascribed to such term in the Company's Plan of Reorganization dated as of July 19, 2001.


2. DUTIES. The Consultant agrees to provide advisory and consulting services with respect to the business of the Company as may be from time to time requested by the Company during the term of the Agreement. The services will include, without limitations, sales and marketing assistance, strategic planning, organizational structuring, strategies and financial planning. The Consultant will not engage in other business activities, while a consultant to the Company, which would conflict directly with the performance of its duties under this Agreement, unless the Executive Officer has determined that no significant conflict exists. In performing its duties for the Company, the Consultant will report to the Chief Executive Officer or such other person as may fill such position. The Consultant shall perform the consulting services at such locations, as the parties shall agree to be appropriate. The Consultant will devote, on average, a minimum of 25 hours per week in performance of the above duties, and will maintain such records as requested by the Board to document satisfaction of this requirement.


(a) 3. COMPENSATION/EXPENSES. As compensation for the consulting services to
be rendered under this Agreement, the Company agrees to pay the Consultant
$15,000 per month for the first 5 months and $12,000 per month thereafter
payable in arrears on the 5th day of the month. The first Payment shall be
made on or about August 5, 2001. (b) The company shall grant the Consultant 100,000 options, 50,000 of which
vest upon the first anniversary of this Agreement, and 50,000 which vest
upon the second anniversary. Upon the occurrence of a Change of Control
(to be defined in the Option Agreement), all options will vest
immediately.


(c) The Company agrees to reimburse the Consultant for approved travel
expenses on the Company's business in accordance with the Company's travel
expense policies as in effect from time to time upon presentation of
proper documentation therefor; provided that the Chief Executive Officer
has approved such travel expenses in advance.


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