1
Exhibit 10.5
RESOUND CORPORATION
CONTRACT CONSULTING AGREEMENT
This agreement, commencing between Rodney Perkins, M.D. and RESOUND
CORPORATION, a California corporation, respectively referred to hereinafter as
"Consultant" and "Company", is for the purpose of expressing the mutual
obligations of Consultant and Company as follows:
1. Consultant agrees to perform the duties set forth in Section 2 below
for a period not to exceed six (6) months, beginning July 1, 1996
through December 31, 1996, and will be compensated for said services at
the rate of $5,833.00 per month by Company.
2. Consultant's duties:
Product Development
Marketing and financial consulting
3 Timing of payment will be within thirty (30) days from time of
submission of an invoice unless otherwise agreed upon, but in no case
will exceed forty-five (45) days after termination of this agreement.
4. Either the Company or the Consultant may terminate this agreement at
any time by giving of written notice of such intention to terminate to
the other party. The expiration or termination of this agreement shall
not terminate the obligation of the Consultant specified hereinafter.
5. Consultant agrees not to disclose, publish or reveal to any other party
whatsoever any trade secrets, techniques, inventions, discoveries,
technology or processes which relate to the practices and businesses of
the Company (collectively, the "Information") and to treat all such
Information as secret and confidential, both during the duration of
this agreement and after its termination. Consultant further agrees not
to make use of, either directly or indirectly, any of the Information
which Consultant receives from the Company other than with the specific
prior written authorization of an authorized officer of the Company.
2
Page Two
6. All concepts, designs, design analyses, inventions, improvements, trade
secrets and other proprietary information created in whole or in part
by Consultant during the term of this agreement which relate to or are
useable with respect to the subject matter of this consulting agreement
or its design, manufacture or use shall be the sole property of the
Company. Consultant agrees to promptly and fully disclose in writing
all such concepts, designs, design analyses, inventions, improvements,
trade secrets and other proprietary property to the Company and to
execute patent applications relating to such inventions and assignments
of the entire interest therein to the Company as requested, whether or
not within the term of this agreement.
7. All notes and records and copies thereof made or maintained by
Consultant relating to his or her performance of this agreement are the
property of Company and will be delivered to Company upon termination
of this agreement.
8. Consultant agrees to indemnify Company against any losses or expenses
sustained by Company, including reasonable attorney's fees, by reason
of the breach by Consultant of any term of this agreement.
9. Nothing contained in this agreement shall be construed to constitute a
partnership, joint venture, agency or employment relationship between
the Company and Consultant, it being understood that Consultant shall
at all times remain an independent contractor, and that the Company
shall in no event be liable for the debts, liabilities or other
obligations of the Consultant. Consultant shall have no authority to
bind or otherwise obligate the Company to any contract or agreement and
Consultant agrees that he will not represent to third parties that he
has the authority to do so.
10. The rights and obligations of the parties under this agreement shall be
binding upon, and inure to the benefit of, their respective successors
and assigns:
RESOUND CORPORATION
By /s/ Paul A. Busse
-------------------------------------------
Paul A. Busse
Senior Vice President, Finance and
Administration and Chief Financial Officer
CONSULTANT
By /s/ Rodney Perkins, M.D.
--------------------------------------------
Rodney Perkins, M.D.
3