EXHIBIT 10.6
CONSULTING AGREEMENT
CONSULTING AGREEMENT, dated as of December 13, 2004, by and between
Gridline Communications Corp., a Delaware limited corporation (the "COMPANY"),
and Xxxxxx Xxxxxx, an individual residing at [_________] ("CONSULTANT").
WITNESSETH
WHEREAS, beginning on the date hereof and continuing six months from
the date of the closing of the acquisition of the Company by North Shore Capital
IV, Inc. (the "TERM"), the Company has retained the Consultant to provide
certain consulting services and assistance to NSC;
WHEREAS, the Company desires to retain Consultant as an independent
consultant to provide certain services and assistance to the Company upon the
terms and conditions set forth herein, and
WHEREAS, Consultant is willing to provide such consulting services
and assistance to NSC upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants of the
parties set forth herein, and for other good and valuable consideration,
Consultant and the Company agree as follows:
1. ENGAGEMENT. The Company agrees to retain Consultant and
Consultant hereby agrees to assist the Company for the purpose of preparing
financial statements and tax returns for NSC. In such capacity, Consultant shall
report to, and follow the directions of the Company and perform such additional
functions as may be determined from time to time by the Company.
2. TERM; TERMINATION. The term of this Agreement shall commence
on the date hereof and shall continue through the Term (the last day of the Term
is hereinafter referred as the "TERMINATION DATE"), at which time Consultant's
consulting services and assistance to the Company and NSC shall terminate.
Either the Company or Consultant may terminate this Agreement at any time upon
thirty (30) days' prior written notice to the other party; PROVIDED, HOWEVER,
the Company may terminate this Agreement effective immediately upon written
notice to Consultant upon a default by Consultant in the performance of any of
his obligations under this Agreement, which default is not cured within seven
(7) days of receipt of notice of such default.
3. COMPENSATION AND EXPENSES. As consideration for the consulting
services and assistance provided to NSC by Consultant from the date hereof
through the Termination Date, the Company shall pay Consultant a total sum of
US$50,000. Payment will be made by wire transfer upon the execution hereof to an
account designated in writing by Consultant. Consultant is not authorized to
incur any business expenses on behalf of the Company without its prior written
consent.
4. INDEPENDENT CONSULTANT. Consultant is acting hereunder as a
professional entity and independent contractor. Consultant is not an employee,
agent or a partner of the Company. The Company shall not be responsible for any
payroll-related taxes or Federal, state or local deductions in respect of the
Consultant or services rendered by Consultant to the Company. Consultant will
prepare and file all tax information, forms and returns with the appropriate
Federal, state or local governmental agencies or authorities as required by law.
The Company will send Consultant a Form 1099. Neither this Agreement nor any
operation hereunder shall create a general or limited partnership, association
or joint venture or agency relationship between the Company and Consultant.
5. CONFIDENTIAL AND PROPRIETARY RELATIONSHIP. Consultant shall
not disclose, duplicate, copy, or use for any purpose other than the performance
of this Agreement and shall treat as confidential and as proprietary to the
Company all information which relates to the Company and its assets; PROVIDED,
HOWEVER, that the obligation to treat as proprietary and confidential shall not
apply to information which shall be publicly available or which shall be
required to be disclosed by applicable law or regulatory or judicial process.
The provisions of this Section 5 shall survive the Termination Date.
6. INTELLECTUAL PROPERTY.
(a) The Company and Consultant desire that all Intellectual Property (as
hereinafter defined) made or conceived by Consultant in connection with the
services provided under this Agreement (collectively, the "CONSULTANT'S IP"),
shall be owned by the Company, free and clear of any reserved rights of
Consultant. "INTELLECTUAL PROPERTY" means (a) any rights worldwide in (i) any
copyright, including any copyright rights in all text, code and software of any
kind, and all graphic, photographic, audiovisual works, (ii) any patent,
trademark, trade dress, trade name or domain name (regardless of whether such
rights have been registered), (iii) registrations and applications for
registration of any of the rights listed in clauses (i) or (ii) of this
definition, (iii) trade secrets, confidential information, moral rights and
goodwill, (iv) data of any kind, including any rights to use data containing
personally-identifiable information relating to any natural person, or any
e-mail address, and (v) any other proprietary or intellectual property rights in
any of the foregoing or as may be needed for the operation of the Company's
business in the ordinary course at any time, whether in existence as of the date
hereof or coming into existence afterward; and (b) particular copies, or
instances of, and tangible and intangible representations of or devices
incorporating such rights (or in which such rights formerly inhered prior to
expiration). For purposes of illustration, examples of Intellectual Property
include: expertise, techniques, diagrams, schematics, flow-charts, drawings,
models, inventions, know-how, processes, equipment, databases, algorithms,
software programs, documents and formulae (whether patentable or copyrightable
or not).
(b) The Consultant hereby grants, transfers and assigns all right, title
and interest in such Consultant IP to the Company. Consultant agrees to provide
all assistance reasonably requested by the Company from time to time in the
establishment, preservation and enforcement of the Company's rights in such
Consultant IP. Consultant hereby waives all moral rights with respect to
Consultant IP, all rights of identification of authorship and any and all rights
of approval, restriction or limitation on use or subsequent modification.
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7. ASSIGNMENT. Neither party to this Agreement may assign this
Agreement or any right or obligation hereunder either in whole or in part
without the written consent of the other party.
8. AMENDMENT. This Agreement may only be supplemented, abandoned,
discharged, amended, renewed or extended by a written instrument executed by
each of the parties hereto.
9. MISCELLANEOUS. This Agreement constitutes the entire agreement
of the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the parties hereto, oral and written,
with respect to the subject matter hereof, including, without limitation, any
agreement relating to the compensation of Consultant by the Company for any
consulting services or assistance. The headings contained herein are for the
sole purpose of convenience of reference, and shall not in any way limit or
affect the meaning or interpretation of any of the terms or provisions of the
Agreement. The failure of either of the parties hereto at any time to enforce
any of the provisions of this Agreement shall not be deemed or construed to be a
waiver of any such provision, nor to in any way affect the validity of this
Agreement or any provision hereof and the right of either of the parties hereto
to thereafter enforce each and every provision of this Agreement shall be
effective unless waiver thereof is set forth in a written instrument executed by
the party against whom enforcement of such waiver is sought; and no waiver of
any such breach shall be construed or deemed to be a waiver of any other or
subsequent breach. If any of the provisions of this Agreement shall be held
invalid, the remainder of this Agreement shall not be affected thereby.
10. CHOICE OF LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas, without regard to
conflicts of laws principles.
11. SUBMISSION TO EXCLUSIVE JURISDICTION. With respect to any
claim arising out of this Agreement each party (a) irrevocably submits to the
exclusive jurisdiction of the courts of the State of Texas and the United States
District Courts located in the City of Houston, texas, and irrevocably waives
(i) any objection which it may have at anytime to the laying of venue of any
suit, action or proceeding brought in any such court, (ii) any claim that any
such suit, action or proceeding brought in any such court has been brought in
any inconvenient forum and (iii) the right to object with respect to such claim,
suit, action or proceeding brought in any such court, that such court does not
have the jurisdiction over such party.
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IN WITNESS WHEREOF, the parties have executed this Consulting
Agreement on and as of the day and year first above written.
GRIDLINE COMMUNICATIONS CORP.
By: /s/ Xxxxxx Xxxxxx
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Name:
Title:
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
