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Consulting Agreement

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DUPLICATE Original No. ______ of ______


February 28, 2000


Mr. Philippe P. LeGoff c/o Mrs. Mathilde LeGoff 111 Avenue Briand 35000 Rennes FRANCE


RE: CONSULTING AGREEMENT BETWEEN PHILIPPE P. LEGOFF AND
BOSTON SCIENTIFIC CORPORATION


This letter constitutes a Consulting Agreement ("Agreement") between you, Philippe P. LeGoff ("Consultant"), and Boston Scientific Corporation and its affiliated and associated companies (collectively "Boston Scientific").


1. FIELD OF CONSULTATION: To identify new business opportunities in the
European Union and Eastern Europe (comprising Poland, Czech Republic,
Croatia, Slovakia, Slovenia, and Hungary) which may be of interest to
Boston Scientific and to advise Boston Scientific on emerging
technologies and modalities applicable or potentially applicable to
existing Boston Scientific business areas in the European Union and
Eastern Europe.


2. CONTRACT LIAISON: The performance of Consulting Services (defined
below) under this Agreement will be coordinated through Robert G.
MacLean ("Mr. MacLean"), the Boston Scientific executive who has been
designated as the Contract Liaison for this Agreement (the "Contract
Liaison"). The Contract Liaison will direct the activities of
Consultant and from time to time specify Consultant's assignments. If
BSC designates a new Contract Liaison to replace Mr. MacLean, it will
provide notice to Consultant. All reports, documents, and
communications relating to the provision of the Consulting Services
shall be transmitted to Boston Scientific through the Contract Liaison,
or to persons designated by the Contract Liaison. Boston Scientific may
designate a new Contract Liaison by written notice to Consultant.
Robert G. MacLean can be reached by calling (508) 650-8481 (unless or
until this number changes).


3. CONSULTING SERVICES: The Consultant is engaged to perform Consulting
Services in the Field of Consultation as follows: (a) to assist in the
identification, development and conduct of new and existing BSC
business in the European Union and Eastern Europe, including, in
particular, the identification of new business development
opportunities in fields of current or potential interest to BSC; (b) to
analyze and give advice to BSC in areas of current BSC


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business focus, with particular emphasis on the fields of endovascular
aneurysmal repair, peripheral angioplasty, and stenting, endourological
and gastrointestinal endoscopic procedures; and, (c) to perform other
related tasks (the "Consulting Services") in consultation with and
under the general direction of the Contract Liaison. BSC acknowledges
that the Consulting Services will not be on a full-time basis and shall
not exceed 800 hours per year, excluding travel time. Consultant will
not be required to travel outside Europe, except for a maximum of four
meetings per year.


4. TERM: The initial term of this Agreement shall be for a two-year period
commencing March 1, 2000 and ending February 28, 2002 ("Term"). The
Term may be extended by mutual written agreement of the parties for
additional six (6) month periods, notice of the request for any such
extension to be given by each party to the other no later than 30 days
prior to the expiration of the applicable term.


5. PAYMENT:


(a) Boston Scientific will pay Consultant a retainer of Ninety-five
Thousand Dollars and no cents ($95,000.00) per quarter for
services performed by Consultant and related to Consulting
Services. Payment for services shall be made by Boston Scientific
within the first thirty (30) days of the commencement of each
quarter. The first quarter will cover the period from March 1,
2000 to May 31, 2000 and payment will be due on or before April
15, 2000.


(b) Boston Scientific will reimburse Consultant for reasonable
expenses incurred while performing the Consulting Services.
Generally, all reimbursement requests should be submitted for
prior approval. Major expenses, including travel expenses, must
be approved by the Contract Liaison in advance. Invoices and
receipts must be submitted for all expenses whenever possible.
Payment for expense reimbursement shall be made by Boston
Scientific within thirty (30) days after receipt of Consultant's
reimbursement request.


6. PERFORMANCE AND SUBSTANTIATION OF CONSULTING SERVICES: Consultant shall
perform the Consulting Services requested by the Boston Scientific
Contract Liaison during the Term of this Agreement. Consultant shall
document and record all time spent in the performance of the Consulting
Services to the reasonable satisfaction of the Boston Scientific
Contract Liaison. This documentation shall be delivered to the Boston
Scientific Contract Liaison in person or by fax on or before the first
business day of each calendar quarter, such documentation to contain
information for the prior quarter. The first such documentation shall
be due on or before June 30, 2000.


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7. TERMINATION OF CONSULTING SERVICES: This Agreement will become
effective when signed by both parties and shall continue for the Term
specified in Section 4, above. Should Consultant breach any of his
obligations under Paragraphs 8, 10, 11, 13, 14 and 15, below, Boston
Scientific may terminate this Agreement upon written notice to
Consultant if any such breach is not remedied, so long as Boston
Scientific shall have first given Consultant a thirty (30) day
opportunity to cure any such breach. In the event of such termination,
Boston Scientific will, as its sole and exclusive obligation, pay
Consultant at the rate specified in Paragraph 5, above, for Services
rendered up to Consultant's receipt of termination notice. Upon
termination of this Agreement, Consultant shall promptly deliver to
Boston Scientific all Boston Scientific Property, as defined in Section
9 below, including work in progress, which was furnished by Boston
Scientific to Consultant. Boston Scientific may withhold final payment
until receipt of all such Boston Scientific Property. Consultant's
obligations under Sections 8, 10, 11, 12, 13, 14 and 15 hereof shall
survive expiration or any termination of this Agreement. Consultant may
terminate this Agreement at any time upon thirty (30) days prior
written notice to BSC.


8. CONFIDENTIAL INFORMATION:


(a) "Boston Scientific
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