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EXHIBIT 10.9
March 6, 2000
Stan Cipkowski
President and Chief Executive Officer
American Bio Medica Corporation
122 Smith Road
Kinderhook, New York 12106
Dear Stan:
This letter agreement ("Agreement") sets forth the terms and conditions under
which I will act in the capacity of independent consultant to American Bio
Medica Corporation ("ABMC"). The terms and conditions of this consultantship
shall be as follows:
1. The field of the consultantship ("the field") shall cover a variety of
areas relating to urine based substance abuse immunoassays and contraband
testing. Specifically, these areas shall include, but not be limited to the
following:
Assess the past, current and future business activity of ABMC in order
to recommend and/or implement key strategic direction/choices for
long-term, sustainable growth and improved shareholder value:
- Investigate the impact, productivity and future potential of ABMC
product distribution channels to determine the most effective and
profitable means to accelerate future annual sales growth.
- Develop a 5-year business plan in line with segmented market
growth potential and analysis expectations.
- Develop strategic plan to optimize segmented market penetration
of urine-based immunoassays and contraband tests.
- Develop ABMC customer desirability model to allow for focused
targeting of those customers that present the greatest long-term
opportunity.
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- Assist in identifying and establishing contact with key
influential supporting advocates.
- Conduct marketing audit to assess the macro and micro attributes
of customer demand.
- Rationalize pricing strategy by market segment.
- Provide market research data and estimates for planning purposes.
- Create strategic business plan that will quickly improve existing
ABMC flat growth trend.
- Identify and prioritize significant national and regional account
opportunities, including key decision-makers.
- Review all aspects of ABMC profit and loss schedule to determine
alternatives to improve profit contribution.
- Review manufacturing, packaging and distribution process.
- Evaluate potential of inside telesales group to grow sales at
lower costs to serve.
2. This Agreement shall commence March 15, 2000 and shall continue in effect
for a period of 12 months or until terminated as provided herein. I agree
that during the term I shall be available to provide consulting services
on a monthly retainer basis to ABMC. I also agree that at ABMC's request, I
will submit detailed time and activity reports pursuant to this Agreement.
In addition, I will be available at mutually agreeable dates, places and
times, for meetings with ABMC management.
3. For my consulting services, I shall be paid a total of forty-eight thousand
($48,000) dollars net, for the entire 12 month period of this contract.
ABMC will assume liability for calculated taxes during the Term of this
Agreement. Payment will be executed in the following manner: (1) a single
payment of $10,000, net to be provided upon acceptance of this agreement by
ABMC, (2) equal monthly payments of $3,800 net, commencing May 15, 2000 and
with the last payment on April 15, 2001. ABMC will also reimburse me for
reasonable travel and other out-of-pocket expenses incurred in connection
with this Agreement, which have the
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prior written approval of ABMC. All payments shall be made to me within fifteen
(15) days of the receipt and all expenses. It is understood and agreed that the
compensation set forth in this paragraph shall be in total consideration for
the consulting services rendered hereunder.
4. I agree to maintain in confidence and to keep secret for a period of three
years beyond the termination of this Agreement, and net to use for any purpose,
any unpublished, proprietary or confidential information (Information)
disclosed to me by or on behalf of ABMC.
5. All reports, drawings, data, Information and property given to me by ABMC
shall be held in confidence by me, and I agree not to use, reproduce or
transmit such material to any other party without the prior written approval of
ABMC. Said material shall remain the sole property of, and be immediately
returned to ABMC upon termination of this Agreement. I also agree that at
ABMC's request, I will submit reports to ABMC summarizing all work or
activities performed pursuant to this Agreement.
6. Nothing contained in this Agreement shall be deemed to create an
employer/employee, principle/agent, or joint venture relationship between the
parties. Rather, services shall be performed pursuant to this Agreement as an
independent contractor. I agree not to represent myself (express or implied)
as an agent, employee or representative of ABMC.
7. I warrant and represent that I have the full right to enter into this
Agreement and that I am aware of no impediments with respect to agreements with
the third parties which would prevent me from carrying out any of the terms or
obligations set forth in this agreement.
8. This Agreement constitutes the entire Agreement between ABMC and Robert L.
Aromando, Jr., with respect to the transactions contemplated herein and
supersedes all previous negotiations, commitments and writings.
9. The law of the State of New Jersey shall govern this Agreement.
10. No amendments or modifications hereof shall be effective unless made in
writing and signed by authorized representatives of both parties.
11. This Agreement may be terminated by either party upon thirty- (30) days'
written notice to the second party. In the event of termination, without
regard to the terminating
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party, I will be compensated for services pursuant to the terms of this
Agreement through the date of termination.
12. I agree to comply with all applicable laws, regulations and ordinances in
connection with the performance of duties hereunder, including, but not
limited to, those relating to Procurement Integrity.
13. ABMC agrees to defend, indemnify and hold Robert L. Aromando, Jr. harmless
for any and all claims, liability or judgments arising out of this
Agreement except to the extent caused by the sole negligence of Robert L.
Aromando, Jr.
If the above terms and conditions are in accordance with your understanding of
our Agreement, please sign and date this letter in the space provided as an
indication of your agreement to be bound by the terms hereof and return the
executed original to me. Upon execution of this contract by ABMC, a check in
the amount of ten thousand ($10,000) dollars, net will be required to commence
duties and activities as outlined in this contract. All fees will be made
payable to Robert L. Aromando, Jr., 22 Homestead Farm Road, Milford, New Jersey
08848.
Very truly yours,
AGREED TO AND ACCEPTED BY: AGREED TO AND ACCEPTED BY:
/s/ Stan Cipkowski
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Stan Cipkowski Robert L. Aromando, Jr.
American Bio Medica Corp. Independent Consultant
