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EXHIBIT 10.23
AGREEMENT
THIS AGREEMENT MADE THIS 1ST DAY OF APRIL, 1999 BY AND BETWEEN BIOSHIELD
TECHNOLOGIES, INC. ("THE CLIENT"), 4405 INTERNATIONAL BOULEVARD, SUITE B-109,
NORCROSS GEORGIA 30093 AND JOHN T. ADAMS, 1523 WYNFIELD TRACE NW, NORCROSS,
GEORGIA 30092, ("THE CONSULTANT").
WHEREAS The Client is in the business of manufacturing, marketing and selling
proprietary and non-proprietary antimicrobial, and similar chemicals, desires
the services performed by the Consultant; and
WHEREAS The Consultant seeks to provide its professional services to the Client
in accordance with the terms and conditions set forth in this Agreement.
Now, THEREFORE, in consideration of the mutual premises set forth herein, The
Client and the Consultant hereby agrees as follows:
I. SERVICES
The Consultant will provide professional services, counsel, advice and
representation to The Client as follows:
a. Participate in the development of the annual and long-term plan for
Bioshield.
b. Provide and develop market strategy for Bioshield branded and private
label products including industry models and forecasts.
c. Describe product and market concepts appropriate to the core business,
technology and business requirements of the Client.
d. Offer strategic and long-range business, marketing and sales planning,
counsel and direction.
e. As needed, prepare formal, flexible business and marketing plans.
II. TERM OF AGREEMENT
The Client and The Consultant agree to an initial term of (3) three months,
automatically renewable on at least the same terms and conditions for at least
an additional three months, unless terminated by either party for cause, with
(30) thirty days notice, one to the other, in writing, by certified mail.
III. PLACE OF WORK
Although The Consultant services shall be performed at The Consultant's
facilities, The Consultant will travel both to The Client's facility and to
other places designated as appropriate in the opinion of The Consultant to
perform its professional role pursuant to this Agreement.
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IV. TIME TO BE DEVOTED
The Consultant will devote 100% of his professional time to perform under this
Agreement. The services, time and performance of the Consultant are all
entirely the sole judgment of The Consultant.
V. COMPENSATION
The Consultant will be retained by The Client in the amount of $3000 per month,
commencing April 12, 1999, continuing for an uninterrupted period of at least
(3) three months. Payment is due and payable on or before the first (1st) of
the month following invoices (or against blanket invoice). Plus 4,000 options
exercisable at price to be discounted to market by $17,000 per month as per the
Company Stock Incentive Plan dated December 1997.
The Client will reimburse The Consultant for expenses, such as travel and other
ancillary expense items in pursuit of the relationship. Reimbursement will be
made to The Consultant within five (5) working days of The Consultant's
submission of the formal expense report.
VI. STATUS OF THE CONSULTANT
The Consultant will perform the services to eb rendered by it under the
Agreement as an independent contractor, and no individual associated with The
Consultant will be considered an employee of The Client for any purpose.
All IRS reporting will utilize From 1099.
VII. INFORMATION
The Client will provide to The Consultant information and access to such of the
Client's offices, employees and representatives as The Consultant shall
reasonably request to perform under this Agreement. All information so obtained
by the Consultant will be maintained in full confidence during and after the
term of this Agreement, except such information as the Client agrees may be
disclosed, such information disclosed to the public, other than through a
breach of this Agreement and such information as The Consultant is required by
law to disclose.
VIII. INDEMNIFICATION
The Client shall indemnify The Consultant and hold The Consultant harmless from
and against and all claims, liability, loss cost, damage or exposure (including
reasonable attorney fees) asserted against or incurred by reason of, based
upon, in connection with or in any way related to this Agreement or the other
services performed or alleged to have been performed hereunder.
IX. UTILIZATION OF PROPRIETARY CONTRIBUTIONS
All services and contributions made by The Consultant to The Client in the
capacity as Consultant, under the terms of this Agreement, may be fully
utilized by The Client. In the event that such contributions are considered
patent-able. The Client will have full patent property rights; The Consultant
will have no patent property rights.
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X. CONFIDENTIALITY
The Consultant agrees to maintain professional standards with regard to
confidentiality and shall not disclose to any person or business entity, except
as required by law or, in its regular course of providing services hereunder,
any information concerning The Client's business without prior written consent.
XI. MISCELLANEOUS
This Agreement contains the entire agreement of the parties with respect to the
subject matter hereof. No waiver, modification or alteration of any of the
provisions hereof shall be binding unless in writing and signed by The Client
and The Consultant. Neither party shall assign this Agreement of any of the
rights or duties hereunder without the prior written consent of the other
party. Any notice hereunder by either party shall be in writing sent to the
other party at its address as shall be specified by such other party. In the
event of any controversy arising out of or relating to this Agreement, it shall
be settled by arbitration to be held in Atlanta, Georgia in accordance with
rules then in practice by the American Arbitration Association.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement or caused
this Agreement to be executed by The Client and The Consultant.
THE CLIENT THE CONSULTANT
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Bioshield Technologies, Inc. John T. Adams
/s/ Jacques Elfersy /s/ John T.Adams
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Jacques Elfersy/ Senior Vice Presient
Witnesses: Witnessed:
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