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EXHIBIT 10.32
Consulting Agreement with William N. Starling dated January 1, 2000
CARDIAC PATHWAYS CORPORATION
CONSULTING AGREEMENT
This Agreement (the "Agreement") is made by and between Cardiac Pathways
Corporation (the "Company") and William N. Starling (the "Consultant") as of
January 1, 2000.
1. TERMINATION OF EMPLOYMENT AGREEMENT. The Company and the Consultant entered
into an Employment Agreement dated January 6, 1992 (the "Employment Agreement").
The Company and the Consultant agree that this Agreement will supercede and
terminate the Employment Agreement and that this Agreement will serve as the
sole agreement between the parties. The Consultant and the Company agree that by
entering into this Agreement they have released each other from any and all
potential liability regarding every claim, cause of action, complaint and
dispute that either party has, or may ever have, against the other arising out
of, or related to, any and all events, whether currently known or unknown,
occurring prior to execution the this Agreement.
2. SERVICES. The Consultant shall provide to the Company the services set forth
in Paragraph 1 of Exhibit A in accordance with the terms and conditions
contained in this Agreement. The manner and means by which Consultant chooses to
complete the Projects are in consultant's sole discretion and control.
Consultant agrees to exercise the highest degree of professionalism, and utilize
its expertise and creative talents in achieving such Projects. The Company will
make its facilities, equipment and personnel available to Consultant when
necessary. Consultant shall perform the services necessary to achieve the
Projects in a timely manner consistent with industry standards at a location,
place and time which the Consultant deems appropriate.
3. TERM. Unless terminated in accordance with the provisions of Paragraph 8
hereof, the services provided by the Consultant to the Company shall be
performed during the period set forth in Exhibit A or up to completion of the
project as described in Exhibit A.
4. PAYMENT FOR SERVICE RENDERED. For providing the consulting services as
defined herein, the Company shall deliver to the Consultant the consideration
described in Exhibit A. The Company shall reimburse the Consultant for all
reasonable expenses provided the Company has approved the expenses in advance
and in writing.
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5. NATURE OF RELATIONSHIP. The Consultant is an independent contractor. The
Consultant will not act as an agent nor shall be deemed and employee of the
Company for the purposes of any employee benefit program, income tax
withholding, FICA taxes, unemployment benefits, or otherwise. As an independent
contractor, the Company will not withhold or make payments for state of federal
income tax or social security; make unemployment insurance or disability
insurance contributions; or obtain workers compensation insurance on
Consultant's behalf. The Company will issue Consultant a 1099 form with respect
to Consultant's consulting fees. Consultant agrees to accept exclusive liability
for complying with all applicable state and federal laws governing self employed
individuals, including obligations such as payment of quarterly taxes, social
security, disability and other contributions based on the fees paid to
Consultant, its agents or employees under this Agreement. Consultant hereby
indemnifies and defends the Company against any and all such taxes or
contributions. Consultant will not receive any employee benefits such as paid
holidays, vacations, sick leave or other such paid time off, or participate in
company-sponsored health insurance or other employee benefit plans. The
Consultant shall not enter into any agreement or incur obligations on the
Company's behalf, or commit the Company in any manner without the Company's
prior written notice.
6. CONFIDENTIALITY.
(a) The Consultant agrees that he shall not use (except for the
Company's benefit) or divulge to anyone either during the term of this Agreement
or thereafter any of the Company's trade secrets or other proprietary data or
information of any kind whatsoever acquired by the Consultant. The Consultant
further agrees that upon completion or termination of this Agreement, he will
turn over to the Company any notebook, data, information or other material
acquired or compiled by the Consultant in carrying out the terms of the
Agreement, However, the Consultant may keep one copy of such material for
archival purposes. The confidentiality obligations of the Consultant thereunder
shall survive for a period of five (5) years.
(b) The Consultant represents that his performance of the terms of
the Agreement does not and will not conflict with the terms of any agreement to
keep in confidence proprietary information and trade secrets acquired in
confidence or in trust prior to his consulting relationship with the Company.
The Consultant will not disclose to the Company or induce the Company to use,
any confidential or proprietary information or material belonging to any third
party.
(c) The Consultant represents that he is not presently retained by
any entity that manufactures or sells products competitive with those of the
Company and he agrees that he will not accept such retention during the term of
this Agreement without prior written approval of the Company.
7. INVENTIONS.
(a) The Consultant shall promptly and fully disclose to the Company any
and all inventions, improvements, discoveries, developments, original works of
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authorship, trade secrets or other intellectual property conceived, developed or
reduced to practice by the Consultant during the term of the Agreement and in
any way relating to (1) the actual or anticipated research and development of
the Company, or (2) the services performed by the Consultant under this
Agreement (the "information"). The Consultant shall treat all of the information
as the proprietary property of the Company. The Consultant agrees to assign, and
does hereby assign, to the Company and its successors and assigns, without
further consideration, the Consultant's entire right, title and interest in and
to the Information whether or not patentable or copyrightable. The Consultant
further agrees to execute all applications for patents and/or copyrights,
domestic or foreign, assignments and other papers necessary to secure and
enforce rights related to the information. The parties acknowledge that all
original works of authorship which are made by the Consultant within the scope
of his consulting services which are protectable by copyright are "works made
for hire", as that term is defined in the United States Copyright Act (17 USCA
Section 101).
(b) The Consultant shall specifically describe and identify in Exhibit A
to this Agreement and all technology (i) which the Consultant intends to use in
performing under this Agreement (ii) which is either owned solely by the
Consultant or licensed to the Consultant with a right to sublicense, and (iii)
which is existence in the form of a writing or working prototype prior to the
effective date of this Agreement (Background Technology"). The Consultant hereby
grants to the Company a non-exclusive, royalty-free and worldwide right to use
and sublicense the use of any Background Technology for the purpose of
developing and marketing the Company's products, but not for the purpose of
marketing any Background Technology separate from the Company's products.
(c) The Consultant warrants that he has good and marketable title to all
of the Information and that the Information shall be free and clear of all
liens, claims, encumbrances or demands of third parties, including any claims by
any such third parties of any right, title or interest in or to the Information
arising out of any trade secret, copyright or patent. The Consultant shall
indemnify, defend and hold harmless the Company and its officers, agents,
directors, employees, and customers from and against any claim, loss, judgment
or expense (including reasonable attorney's and expert witnesses' fees and cost)
resulting from or arising in any way out of any such claims by any third parties
which are based upon or are the result of any breach of the warranties contained
in the Section 6.
8. TERMINATION. Either party may terminate this Agreement in whole or part. Such
termination shall be effective in the manner and upon the date specified in said
notice and shall be without prejudice to any claims which one party may have
against the other. In the event of such termination the Company shall be
obligated to reimburse the Consultant for services through June 30, 2000, as
described on Attachment A. Termination shall not relieve the Consultant of his
continuing obligation under this Agreement, including without limitation the
requirements of Paragraphs 6 and 7 above.
9. MISCELLANEOUS.
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(a) This Agreement shall be governed by and construed in accordance
with the laws of the State of California. The Federal and State courts within
the State of California shall have exclusive jurisdiction to adjudicate any
dispute arising out of this Agreement. The parties consent to personal
jurisdiction of the Federal and State courts within California and service of
process being effective by registered mail sent to the address set forth at the
end of this Agreement.
(b) This Agreement may not be and shall not be deemed or construed
to have been modified, amended, rescinded, canceled or waived in whole or in
part, except by written instruments signed by the partied hereto. No failure on
the part of either party to exercise, and no delay in exercising, any right or
remedy hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right or remedy hereunder preclude any other or further
exercise thereof or the exercise of any other right or remedy granted hereby or
by any related document or by law.
(c) This Agreement, including the exhibit attached hereto and made a
part thereof, constitutes and expresses the entire agreement and understanding
between the parties. All previous discussions, promises, representations and
understandings between the parties relative to this Agreement, if any, have been
merged into this document. The provisions of Paragraphs 5 and 6 shall survive
the termination of this Agreement. The terms and provisions of this Agreement
shall be binding on and inure to the benefit of the parties, their heirs, legal
representatives, successors and assigns.
(d) The Consultant may not subcontract all or any part of the
services to be provided hereunder without the prior written consent of the
Company.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
CARDIAC PATHWAYS CORPORATION
a Delaware Corporation
THOMAS M. PRESCOTT WILLIAM N. STARLING
By: /s/ THOMAS M. PRESCOTT /s/ WILLIAM N. STARLING
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Title: President and Chief Signature
Chief Executive Officer
995 Benecia Avenue 345 Golden Hills Drive
Sunnyvale, CA 94086 Portola Valley, Ca 94028
408-737-0505 650 529 0412
408-737-1700 FAX
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CARDIAC PATHWAYS CORPORATION
CONSULTING AGREEMENT
EXHIBIT A
NAME OF CONSULTANT: William N. Starling
1. Description of consulting services: Provide business development and
strategy consulting services on an directed basis.
2. Term of Agreement: January 1, 2000 to June 30, 2000
3. Company Contact: Thomas M. Prescott
4. Consideration for services:
January 2000 : $43,615.51
February 2000 : $20,250.00
March 2000 : $20,250.00
April 2000 : $20,250.00
May 2000 : $20,250.00
June 2000 : $20,250.00
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