INDEPENDENT CONTRACTOR CONTRACT
This Independent Contractor (Technical Consulting) Contract ("Contract")
is made effective as of June 1, 1997 by and between ADVANCED PRECISION
TECHNOLOGY, INC., a Nevada corporation (APT), with offices at 0000 Xxxxxxxx
Xxx; Xxxxxx Xxxxxx, XX 00000, and XXXXXX XXXX, an individual ("XXXX"), with
offices at c/o Point Source Productions, XX Xxx 00 , Xxxxxxx Xxxxx, XX.
WHEREAS, APT is desirous of retaining XXXX to provide certain expertise
for designing, consulting, doing laboratory tests, prototype development, and
preparation for mass production of APT's proprietary Holographic Optical
Elements (HOE's) for fingerprint image capture and verification products, and
related consulting upon request by APT in connection with APT development
projects; and,
WHEREAS, XXXX personally has the skills, training, expertise, and
laboratory facilities required, and desires to do the assignments hereunder
and
NOW, THEREFORE, in consideration of the foregoing promises and the mutual
covenants contained herein, and other good and valuable consideration, receipt
of which is hereby acknowledged, the parties contract as follows:
1. PAYMENT.
-------
a. APT agrees to advance to XXXX the sum of Two Thousand Dollars
($2,000.00) per month against which XXXX shall charge for his work at the rate
of Fifty Dollars ($50.00) per hour and laboratory fees at the rate of Seventy
Dollars ($70,00) per hour, and travel time (if authorized by APT) at the rate
of Twenty-five Dollars ($25.00) per hour, plus out-of-pocket expenses (if
authorized by APT) at actual cost.
x. XXXX shall xxxx APT within seven days after each thirty-day period for
all fees and expenses incurred during the prior thirty-day period, and APT
shall promptly reimburse XXXX for all amounts in excess of each Two Thousand
Dollar advance, laboratory fees, and authorized out-of-pocket costs.
c. All amounts due XXXX hereunder shall be payable in cash or, at XXXX'x
election, if noticed in writing with each billing to APT, in shares of APT's
Rule 144 stock (which stock shall be valued at fifty percent (50%) of the
difference between the bid and the asked price for the date of the invoice).
Page 1 of 8
INDEPENDENT CONTRACTOR AGREEMENT
APT/XXXX
2. DURATION OF AGREEMENT.
---------------------
a. The term of this Contract shall commence on June 1, 1997 and it shall
automatically terminate effective on August 30, 1997 unless it is extended in
a writing signed by both parties. It may be terminated at any time by either
party upon thirty (30) days written notice or upon the event of a material
breach in its terms, after reasonable notice to the breaching party and a
reasonable opportunity to cure any such breach.
3. PERFORMANCE REQUIREMENT
-----------------------
a. APT's obligation to make the payments to XXXX hereunder is conditioned
upon the performance by XXXX of the work and other obligations outlined in
this technical consulting contract.
b. During the period of this Agreement, XXXX agrees to use his best
professional efforts to complete all assignments made by and for APT.
x. XXXX shall perform his duties as reasonably requested by APT to
include materials testing, and miniaturizing existing HOE using an incoherent
light source and focusing to a point source, and development of the same and
other HOE-related projects to be described by APT. HOE-related devices used to
illuminate pictorial holograms are excluded from this contract, except as
specified in paragraph 8b.
x. XXXX shall exercise such care as a prudent expert with similar
education and experience in like position would exercise under similar
circumstances.
4. INDEPENDENT JUDGMENT; CONTROL.
------------------------------
x. XXXX and APT understand that the proper completion of assignments for
APT will necessitate the exercise of a high degree of independent judgment.
5. REPORTING.
----------
x. XXXX shall submit via facsimile to APT, a weekly update on the status
of all work done hereunder and a summary of hours and tab hours spent. XXXX
shall also prepare such reports and documentation concerning his work as are
mutually agreed to be desirable by the parties.
Page 2 of 8
INDEPENDENT CONTRACTOR AGREEMENT
APT/XXXX
6. NO EMPLOYEE RELATIONSHIP OR BENEFITS.
------------------------------------
a. It is understood and agreed by the parties that neither XXXX, nor
XXXX'x employees, heirs, successors or assigns will be entitled by virtue of
this agreement or its performance to any employee benefits.
b. The sole compensation XXXX will receive is specified herein. No
determination by any governmental agency or court that XXXX'x relationship
with APT was a relationship other than independent contractor, will entitle
XXXX or his/her heirs, assigns, successors, dependents or family members to
any employee benefits.
7. RELATIONSHIP OF PARTIES; NO WORKERS' COMPENSATION.
-------------------------------------------------
x. XXXX shall perform assignments as an independent contractor, and not
as an agent or employee of APT. XXXX has no authority to represent or bind APT
to any obligations without APT's written consent, and nothing stated herein
shall be construed to be inconsistent with this statement.
8. WORK FOR HIRE - APT OWNS ALL RIGHTS * BONUS INCENTIVE.
------------------------------------------------------
x. XXXX acknowledges that all work which he performs in connection with
this Agreement is and shall be "work-for-hire" to which APT shall own all
rights. XXXX shall promptly disclose in writing to APT and to assign to APT
all rights and ownership to any ideas or inventions XXXX may conceive or
develop which is in any way related to this technical consulting contract.
b. As a further incentive and further consideration for XXXX'x
satisfactory completion of this contract, and also XXXX'x waiver of
intellectual property rights hereunder, APT hereby agrees to pay XXXX a bonus
which shall vest only upon full performance of this contract by XXXX, which
bonus shall be fifty thousand (50,000) shares of APT Rule 144 stock. In
addition, APT shall pay XXXX two hundred thousand (200,000) shares of APT Rule
144 stock for each Letters Patent which XXXX assigns to APT hereunder. If more
than one "inventor" is listed on a patent which APT agrees to have assigned to
APT, XXXX will be entitled to receive a pro rata percentage of the 200,000
shares based upon each inventor's ownership share of such patent.
Page 3 of 8
INDEPENDENT CONTRACTOR AGREEMENT
APT/XXXX
x. XXXX is hereby granted a perpetual royalty-free, non-exclusive license
to use each patent he has assigned to APT hereunder for HOE-related devices to
illuminate pictorial holograms.
d. APT hereby agrees to give XXXX the right of first refusal for an
exclusive license for use of each patent assigned pursuant hereto to APT for
the HOE-related devices to illuminate pictorial holograms, should APT decide
to offer a license to some third party.
9. AUTHORITY TO ENTER AGREEMENT.
-----------------------------
x. XXXX warrants that he has the authority to enter into this Contract
and that this Contract does not breach any other contracts, commitments,
agreements, or understandings into which XXXX as entered.
10. NON-DISCLOSURE.
---------------
x. XXXX acknowledges that, in the course of this Agreement, he will
receive, develop or otherwise acquire information which is confidential and/or
proprietary to APT, including, but not limited to, ideas not-yet-patented by
APT. Information excluded from the CONFIDENTIALITY AGREEMENT dated 17
September 1996 between APT and XXXX is also excluded from this contract.
x. XXXX agrees that all information relative to APT's products or
business or the assignments completed for APT belong solely to APT, will not
be used by XXXX for any purpose other than to perform the work contemplated
hereunder and will not be used in connection with any of XXXX'x other
operations or work without the written approval of APT.
x. XXXX will not disclose APT's information to others, except his legal
counsel whose duties so require, in such event taking all precautions which
are reasonably necessary to prevent the unauthorized use or disclosure of
APT's information by such person.
x. XXXX'x obligations of confidentiality and nondisclosure shall survive
the term of this Agreement for so long as APT's information is not generally
available to the public.
Page 4 of 8
INDEPENDENT CONTRACTOR AGREEMENT
APT/XXXX
11. OWNERSHIP.
---------
x. XXXX acknowledges that all work papers, documentation and other
material generated pursuant to the work contracted for by APT belong solely to
APT.
b. In the event that APT desires to secure protection for intellectual
property which XXXX has worked on pursuant to this contract, XXXX shall
cooperate with APT for the purpose of executing any and all lawful papers
which may be deemed necessary or desirable by APT to secure protection
including all declarations, oaths, specifications and instruments of
assignment. In the event that APT requires XXXX to provide information related
to intellectual property after the term of the contract, and other than that
described above, APT agrees to compensate XXXX at the rate of fifty dollars
($50.00) per hour, and travel time (if authorized by APT) at the rate of
Twenty-five ($25,00) per hour.
12. DELEGATION OF RESPONSIBILITY.
----------------------------
a. Should XXXX choose to engage any personnel to assist him in performing
this Contract, personnel so engaged shall at all times remain the sole
financial and legal responsibility of XXXX and under the direct supervision
and control of the XXXX.
x. XXXX shall be solely responsible for the direction and control of his
employees, agents and servants and/or independent contractors, if any,
performing work pursuant to this Agreement, including their selection, hiring,
firing, supervision, assignment and direction, setting of wages, hours and
working conditions, and the adjustment of their grievances. APT shall neither
have nor exercise such authority or control over XXXX'x personnel.
x. XXXX assumes full and sole responsibility for the payment of all
wages, benefits and expenses of its employees, agents, servants and/or
independent contractors, if any, and for all state and federal income tax
withholdings, unemployment insurance, and Social Security taxes, as to a11
persons employed or engaged by XXXX to perform services under this Agreement.
XXXX shall be responsible for meeting and fulfilling the requirements of all
regulations now or hereafter prescribed by any legally constituted authority
with respect thereto.
x. XXXX assumes full responsibility for maintaining adequate workers'
compensation insurance coverage for his employees, agents and servants whom
XXXX engages or employs in the performance of this Contract.]
Page 5 of 8
INDEPENDENT CONTRACTOR AGREEMENT
APT/XXXX
13. MEDIATION - BINDING ARBITRATION
--------------------------------
a. Any dispute, controversy or claim arising under or in connection with
this Agreement, or the breach thereof, shall be attempted to be settled
through Mediation by a Mediator agreeable to all parties.
b. If Mediation does not fully resolve the dispute, it shall be settled
exclusively and finally by arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association then in effect, and
in San Francisco County, California or otherwise as is mutually agreed to by
the parties.
c. Attorneys' fees and costs shall be recoverable by the prevailing
party. Judgment upon the award rendered by the Arbitrator(s) may be entered
in any court having jurisdiction thereof.
14. NON-EXCLUSIVE.
--------------
a. Nothing in this Agreement shall prevent or preclude APT from entering
into similar contracts with others for the same or similar service or work and
nothing in this Agreement shall prevent or preclude XXXX from performing other
contracts so long as the requirements of this Agreement are not breached and
the performance of the work will not create a conflict of interest. It shall
be deemed to be a conflict of interest if the work involves a HOLOGRAPHIC
OPTICAL ELEMENT which may be used in a fingerprint capture and/or verification
product.
15. NON-WAIVER.
-----------
a. The failure of a party hereto to enforce at any time any of the
provisions of this Agreement or to exercise any option herein provided, or to
require at any time performance by a party of any of the provisions hereof,
shall in no way be construed to be a waiver of such provisions, nor in any way
affect the validity of this Agreement or any part thereof, or the right of
Praetorian to thereafter enforce each and every such provision.
16. NOTICES.
--------
a. Whenever Notice is required to be given pursuant to this Agreement, it
shall be delivered by personal or commercial express delivery service or by
first class mail, postage prepaid, and shall be deemed to be given when
received at the address stated above or at such other address which one party
shall notify the other party hereto in accordance with the provisions of this
section.
Page 6 of 8
INDEPENDENT CONTRACTOR AGREEMENT
APT/XXXX
Either party may give the other party a facsimile nunber which may be
used to give notice hereunder. When such notice is given by facsimile, it
shall be effective 48 hours after sending.
17. ENTIRE AGREEMENT; MODIFICATION; INVALIDITY OF PORTION.
-----------------------------------------------------
a. This Agreement represents the entire agreement between the parties
and supersedes all previous agreements between XXXX and APT pertaining to the
subject matter hereof, except for the CONFIDENTIALITY AGREEMENT dated 17
September 1996 between APT and XXXX, which shall remain in full force and
effect.
b. Any modifications or changes will not be effective unless in writing
and signed by XXXX and APT.
x. XXXX and APT agree that the invalidity of any portion of this
Agreement shall not affect the validity of the remainder of the Agreement.
d. No agreements or representations, oral or otherwise, have been made by
either party which are not expressly set forth in this Agreement.
e. Both parties are on notice that they may seek independent legal advice
before entering this Agreement. This Agreement represents the mutual intent
of the parties. Accordingly, the rule of construction against the drafting
party shall have no application, and the parties specifically waive such rule.
18. BINDING NATURE; ASSIGNABILITY
-----------------------------
a. This Agreement shall be binding on and inure to the benefit of the
respective heirs, successors, administrators, executors, representatives or
assigns of both parties, but XXXX shall not assign the performance of this
Agreement without the prior express written consent of APT.
19. GOVERNING LAW.
-------------
a. This Agreement shall be governed by and construed in accordance with
the laws of the State of California.
7 of 8
INDEPENDENT CONTRACTOR AGREEMENT
APT/XXXX
IN WITNESS WHEREOF, the parties hereto have signed below:
XXXXXX XXXX
/s/ Xxxxxx Xxxx 6/1/97
----------------------
Signature
ADVANCED PRECISION TECHNOLOGY, INC.
By XXXXX X XXXXXXXXX, President/CEO
/s/ Xxxxx X. Xxxxxxxxx
----------------------- 6/3/97
Signature
Page 8 of 8
EXHIBIT A
EQUIPMENT LIST
1 Laser; Spectra-Physics Mod. 107, 35mW He-Ne $ 2,180 E
1 Breadboard; NRC 4'x 8' 1,500 E
5 Spatial filters; Xxxxx 1,000 E
1 Squeegee fixture; custom made 500 P
3 Mirror tilter; NRC Mod. 625A-2 429 E
1 Shutter system; NRC Mod. 880 400 E
1 Beam steering apparatus; NRC Mod. 670 390 E
1 Lab xxxx; NRC Mod. 280 375 E
2 Beam splitter disk; Xxxxx 000 X
0 Power meter; UDT Mod. S-351 300 E
2 Mirror tilter; NRC Mod. 600A-2 285 E
8 Magnetic base; NRC Mod. MB-2 000 X
0 Laminar flow hood 200 P
1 Plate washer; stainless steel, 16"x 20" 200 P
1 Lab xxxx; NRC Mod. 270 212 E
1 Plate holder; Xxxxx 200 E
3 Retardation plates; Half wave, 514nm 000 X
0 Xxxxxxxxxx; XXX Mod. 450A 162 E
1 Shearing Interferometer; Continental Optics 165 E
1 Prism table; NRC Mod. 485 150 E
7 Clamp; Xxxxx, l" x l" 136 E
7 Iris diaphrams; 3 large, 3 med., 1 small 000 X
0 Gravity base; Xxxxx 000 X
0 Xxx; XXX Mod. 70 000 X
0 Xxx; XXX Mod. 40 118 E
4 Rotating platforms; NRC Mod. 34 116 E
7 Magnetic bases; misc. 115 E
1 Framing projector; Xxxxxx 000 X
0 Lens holder; NRC Mod. LCM-2 000 X
0 Rotation Stage; Xxxxxxx 100 E
1 Polarization rotator; Xxxx Xxxxxxxxx, 633nm 100 E
3 Microscope objectives; 20x 105 E
3 Microscope objectives; 40x 105 E
1 Chemical cabinet 100 P
4 Timers; Graylab 102 P
1 Water filter with light 102 P
2 Clamp; NRC Mod. 370-C 91 E
3 Magnetic bases; Xxxxx Mod. MB-60 89 E
2 Rotation stage; NRC Mod. RSA-1T 91 E
3 Retardation plate; half wave, 633nm 90 E
14 Rod; 1"x l2", alum. 84 E
8 Rod; Xxxxx, l"x 9.5" 80 E
5 Mirror tilter; NRC Mod. MM-2 85 E
2 Translator; Del-tron 80 E
2 Translator; Xxxxxxx 80 E
4 Beam splitter; fixed ratio, 1" dia. 80 E
1 Tilting platform; Daedel, 6" x 6" 85 E
Page 1 of 3
1 Balance; triple beam 80 P
7 Clamp; NRC, table tie-downs 70 E
6 Post holder; NRC Mod. VPH-4 75 E
7 Rod; Xxxxx, 1" with tapered end 70 E
1 Rail; Ealing, 36" 75 E
2 Microscope objective; 30x 72 E
2 Microscope objective; 60x 70 E
1 Stirrer; Corning, magnetic 70 P
1 Sink; stainless steel 75 P
1 Lens holder; NRC Mod. LFM-I 60 E
2 Beam splitter; polarization cube, 0.5" 60 E
1 Mirror tilter; Xxxxx Mod. MH-50 60 E
3 Gravity base; steel, square 60 E
1 Framing projector; Times Square 60 P
3 Microscope objective; l0x 60 E
12 Microscope objective; misc. 60 E
1 Temperature regulator 69 P
- Mirrors; misc. 60 E
7 Clamp; custom made, 1"x 0.5", black 52 E
2 Post holder; NRC Mod. VPT-4 52 E
1 Beam splitter; polarization cube, 1"x 1" 50 E
1 Lens; 3" dia. doublet with mount 50 E
1 Cabinet; glass doors 50 P
4 Lens holder; Ealing, 211 wide 45 E
2 Prism; Glan Xxxxxxxx 40 E
1 Respirator mask 36 P
1 Rail; Ealing, 12" 37 E
1 Lens holder; NRC Mod. AC-1 00 X
0 Xxxxx; XXX Mod. 40 32 E
2 Mirror tilter; NRC Mod. MM-1 33 E
1 Prism; Wallaston 30 E
1 Beam splitter; 4"x 4", 50/50 30 E
1 Shutter; Ilex 30 E
2 Post holder; NRC Mod. VPH-6 28 E
1 Filter holder; 2" dia. 26 E
1 Filter holder; 2"x 2" 26 E
2 Rod; 1"x12", steel 20 E
6 Rod; Xxxxxx, 0"x 0.5" 25 E
1 Base; Xxxxxxxx, instrument 25 E
1 Gravity base; Xxxxxxxx 20 E
1 Gravity base; NRC 20 E
4 Post holder; Ealing 20 E
1 Rotation stage with pin; Xxxxxxxx 20 E
1 Shutter; Copal 00 X
0 Xxxxx; XXX Mod. CA-1 20 E
4 Clamp; 0.5"x 0.5" 20 E
4 Clamp; test tube 00 X
00 Xxxxx; XXX Mod. BC-2 20 E
7 Pinholes, mounted 20 E
3 Clamp; custom made, 1"x l" 20 E
4 Clamp; square, 1" dia. 20 E
4 Filters; red tubes 22 P
5 Rod; NRC Mod. SP-4 20 E
Page 2 of 3
3 Rod; 6"x 1", steel 20 E
1 Mirror mount; 2" x 3" 15 E
2 Mirror mount; 2"x 2" 12 E
1 Lens holder; Ealing, 4" wide 12 E
1 Magnetic base with post holder 15 E
1 Rod; 1"x l0", steel 10 E
2 Rod; NRC Mod. SP-6 10 E
3 Rod; NRC Mod. SP-2 10 E
3 Base; NRC Mod. XX-0 00 X
0 Xxxxx; XXX Mod. CA-2 10 E
2 Rod; Xxxxxx, 0"x 0.5" 9 E
1 Base; NRC Mod. 30 10 E
22 Processing trays 120 P
4 Processing tanks 30 P
18 Processing hangers 36 P
- Labware; misc. 100 P
- Rods, clamps & bases; misc. 63 E
- Misc. chemicals, table tools 20 P
1 Monochrometer; Xxxxxx Xxx 100 P
Total $ 15,000
Specifically excluded are: Genisco spinner, 17.5" mirrors, 8' rail, misc.
photographic equipment, film transport, Velmex lead screw with controller &
driver, Coherent Mod. 300 power meter.
Page 3 of 3
EQUIPMENT LIST REVISIONS
Changes made necessary because of a new and accurate inventory
-1 Spatial filter; Xxxxx -200
-1 Mirror tilter; NRC Mod. 00XX-0 -000
-0 Magnetic bases; misc. - 50
-1 Timer; Graylab - 25
-2 Post holder; NRC Mod. VPH-4 - 25
-2 Gravity base; steel, square - 00
-0 Xxxxx; custom made, 1" x 0.5", black - 15
-1 Post holder; NRC Mod. VPT-4 - 00
-0 Xxxxx; NRC Mod. 40 - 32
-1 Post holder; NRC Mod. VPH-6 - 14
+2 Rods; l"x l2" steel + 00
-0 Xxxxx; NRC Mod. CA-1 - 13
-1 Mirror mount; 2"x 2" - 6
-1 Base; NRC Mod. BP-2 - 5
_______
Total -570
Equipment I want to exclude from the list
1 Monochrometer; Xxxxxx Xxx -100
1 Rail; Ealing, 12" - 37
2 Lens holders; Ealing, 211 wide - 22
1 Magnetic base with post holder - 15
________
Total -174
Equipment that can be added to the list
8 Rods; NRC Mod. P-5, 1" X 5" 90
2 Base plate; NRC Mod. 290-13P 85
1 Lens; Achromat, 600mm 50
1 Integrating sphere 50
5 Lenses; Cylindrical, misc, 50
1 Plateholder; large 50
2 Plateholders; small 50
1 Claening fixture 40
8 Rods; 0.75" 40
4 Clamps; 1" X 0.5", aluminum 30
1 Beamsplitter cube; mounted on rod 25
8 Rods; approximately 0.5" 20
1 Lens; mounted, 40mm? 20
4 Blacklight fixtures 20
1 Lab coat 20
3 Mirrors; 3"x 4", Xx-Xx 00
00 Lenses; 1" dia., misc. 10
1 Ringstand; Cenco 10
Page 3.
1 Rod; NRC Mod. P-3, 1" X 3" 10
1 Rod; 16"x 0.5" 10
1 Paper cutter 101
1 Lab apron 10
1 Clean room hood 10
1 Plug strip 10
1 Exposure wedge; NRC 10
- Glass; clear, misc. 50
- Glass; smoked, misc. 50
- Polarizers; misc. 40
- Diffusers; misc, 15
Total 900
SUMMARY OF REVISIONS
Changes made necessary $ -570.00
Equipment to remove from the list -174.00
Equipment to add to the list +900.00
--------------
Balance $ 156.00
I will request additional equipment to be taken off the list to compensate for
the balance calculated above when I can determine what pieces I will need. Of
course, any of the equipment on the list (or recommended to he added to the
list) can also be taken off to make the list and numbers balance, if you want.
Page 4
INDEPENDENT CONTRACTOR CONTRACT
This Independent Contractor (Technical Consulting) Contract ("Contract") is
made effective as of September 1, 1997, by and between ADVANCED PRECISION
TECHNOLOGY, INC. ("APT"), with offices at Xxxx 0 Xxxxx 000, Xxx Xxxxxxxxx, XX
00000 and XXXXXX XXXX, an individual ("XXXX"), with offices at 000 Xxx Xx. Xx.
0, Xxxxx Xxxx, XX 00000.
WHEREAS, APT is desirous of retaining XXXX to provide certain technical
consulting on design, consulting, laboratory tests, prototype development,
preparation for mass production of APT's proprietary image capture and
FINGERPRINT CAPTURE DEVICE WITH HOE KEYLESS HOLOGRAPHIC LOCK, and HOLOGRAPHIC
CREDIT CARD verification products, as well as other projects to be described
by APT and
WHEREAS, XXXX personally has the skills, training, expertise required,
and desires to do the assignments hereunder; and
NOW, THEREFORE, in consideration of the foregoing promises and the mutual
covenants contained herein, and other good and valuable consideration, receipt
of which is hereby acknowledged, the parties contract as follows:
1. PAYMENT PER MONTH.
a. APT agrees to advance to XXXX the sum of ONE THOUSAND dollars per
month against which XXXX shall charge for his work and travel at the rate of
FIFTY dollars ($50) per hour for the first twenty (20) hours.
b. APT will compensate XXXX for all documented work and travel hours
exceeding twenty hours at the rate of TWENTY-FIVE ($25) dollars per hour plus
FIFTY (50) shares of APT's Rule 144 stock per hour.
c. INTENTIONALLY DELETED
d. APT will also reimburse, in full, XXXX for reasonable out-of-pocket
expenses, required to perform his consulting duties hereunder.
e. All shares of APT's Rule 144 stock will be delivered to XXXX within 30
days of the completion of this contract.
x. XXXX shall xxxx APT within seven days after each thirty-day period,
and APT shall promptly reimburse XXXX for all amounts in excess of paragraph
1a. advances.
g. All cash amounts due XXXX under paragraph 1a. and lb. shall be payable
in cash or, at XXXX'x election if noticed in writing with each billing to APT,
in shares of APT's Rule 144 stock, which stock shall be valued at fifty
percent (50%) of the mid point between the average bid price and ask price for
the five (5) days preceding XXXX'x election.
2. DURATION OF AGREEMENT.
a. The term of this Contract shall be for four approximate thirty-day
periods, commencing on September 1, 1997 and automatically terminating on
December 31, 1997 unless it is extended in writing signed by both parties. For
purposes of this contract, the thirty day periods shall be September 1-30,
October 1-31, November 1-30, and December 1-31.
b. This Contract may be terminated at any time by either party upon
thirty (30) days written notice, or upon the event of a material breach in its
terms by either party, after such reasonable notice to the breaching party and
a reasonable opportunity to cure any such breach.
3. PERFORMANCE REQUIREMENT.
a. APT's obligation to make the payments to XXXX hereunder is conditioned
upon the performance by XXXX of the work and other obligations outlined in
this technical consulting contract.
b. During the period of the Agreement, XXXX agrees to use his best
professional efforts to complete all assignment made by and for APT.
x. XXXX shall perform his duties as reasonably requested by APT to manage
the projects of refining and improving the scanner, lock, and card devices as
well as the devices themselves, and for development projects of same or
similar miniaturized H0E for Coherent illumination and parallel beam
technology or Fourier Transform point source output; development of primary
and backup production sources for mass production of HOEs, and other similar
tasks as requested by APT's Technology Manager Xxx Xxxxxxx. HOE-related
devices used to illuminate pictorial holograms are excluded from this
contract, except as specified in paragraph 8b.
x. XXXX shall exercise such care as a prudent expert with similar
education and experience in a like position would exercise under similar
circumstances.
4. INDEPENDENT JUDGMENT CONTROL.
x. XXXX and APT understand that the proper completion of assignments for
APT will necessitate the exercise of a high degree of independent judgment by
XXXX.
3. REPORTING.
x. XXXX shall submit via facsimile to APT, a weekly update on the status
of all work done hereunder and a summary of hours worked. XXXX shall also
prepare such reports and documentation concerning his work as are mutually
agreed to be desirable by the parties.
6. NO EMPLOYEE RELATIONSHIP OR BENEFITS.
a. It is understood and agreed by the parties that neither XXXX, nor
XXXX'x employees, heirs, successors or assigns will be entitled by virtue of
this agreement or its performance to any employee benefits.
b. The sole compensation XXXX will receive is specified herein. No
determination by any government agency or court that XXXX'x relationship with
APT was a relationship other than independent contractor, will entitle XXXX or
his/her heirs, assigns, successors, dependents or family members to any
employee benefits.
7. RELATIONSHIP OF PARTIES: NO WORKERS' COMPENSATION.
x. XXXX shall perform assignments as an independent contractor, and not
as an agent or employee of APT. XXXX has no authority to represent or bind APT
to any obligations without APT's written consent, and nothing stated herein
shall be construed to be inconsistent with this statement.
8. WORK FOR HIRE - APT OWNS ALL RIGHTS - BONUS INCENTIVE.
x. XXXX acknowledges that all work which he performs in connection with
this Agreement is and shall be "work-for-hire" to which APT shall own all
rights. XXXX shall promptly disclose in writing to APT and to assign to APT
all rights and ownership to any inventions XXXX may conceive or develop which
is in any way related to this technical consulting contract.
b. As further incentives, AFTl hereby agrees to pay XXXX a bonus of
FIFTY THOUSAND (50,000) shares of APT Rule 144 Stock (1) at XXXX'x completion
of the full term of this contract, no shares vesting prior thereto, and (2) an
additional fifty thousand (50,000) shares of APT Rule 144, stock for each
Letters Patent which XXXX assigns to APT pursuant to this agreement. If more
than one "inventor" is listed on a patent which APT agrees to have assigned to
APT, XXXX will be entitled to receive a pro rata percentage of the fifty
thousand (50,000) shares based upon each inventor's ownership share of such
patent. These assignments may also be mutually agreed to in writing by the
parties to occur for a reasonable period after the termination, of the
Contract for future ideas and enhancements which may be developed by XXXX
through knowledge and confidential data acquired during his performance of
this Contract.
x. XXXX is hereby granted a perpetual royalty-free, non-exclusive license
to use each patent he has assigned to APT hereunder for HOE-related devices to
illuminate pictorial holograms.
d. APT hereby agrees to give XXXX the right of first refusal for an
exclusive license for use of each patent assigned pursuant to APT for the HOE-
related devices to illuminate pictorial holograms, should APT decide to offer
a license to some third party.
9. AUTHORITY TO ENTER AGREEMENT.
x. XXXX warrants that he has the authority to enter into this Contract
and that this Contract does not breach any other contracts, commitments,
agreements, or understandings into which XXXX has entered.
10. NON-DISCLOSURE.
x. XXXX acknowledges that in the course of this Agreement, he will
receive, develop or otherwise acquire information which is confidential and/or
proprietary to APT, including, but not limited to, ideas not-yet-patented by
APT. Information excluded from the CONFIDENTIALITY AGREEMENT dated September
17, 1996 between APT and XXXX is also excluded from this contract.
x. XXXX agrees that all information relative to APT's products or
business or the assignments completed for APT belong solely to APT, will not
be used by XXXX for any purpose other than to perform the work contemplated
hereunder, and will not be used in connection with any of XXXX'x other
operations or work without the written approval of APT.
x. XXXX will not disclose APT's information to others, except his legal
counsel whose duties so require, in such event taking all precautions which
are reasonably necessary to prevent the unauthorized use or disclosure of
APT's information by such person.
x. XXXX'x obligation of confidentiality and non-disclosure shall survive
the term of this Agreement for so long as APT's information is not generally
available to the public.
11. OWNERSHIP.
x. XXXX ackowledges that all work papers, documentation and other
material generated pursuant to the work contracted for by APT belong solely to
APT.
b. In the event that APT desires to secure protection for intellectual
property which XXXX has worked on pursuant to this contract, XXXX shall
cooperate with APT for the purpose of executing any and all lawful papers
which may be deemed necessary or desirable by APT to secure protection
including all declarations, oaths, specifications and instruments of
assignment. In the event that APT requires XXXX to provide information related
to intellectual property after the term of this contract, and other than that
described above, APT agrees to compensate XXXX at the rate of FIFTY dollars
per hour ($50/hr), and travel time (if authorized by APT) at the rate of
TWENTY-FIVE dollars per hour ($25/hr).
12. DELEGATION OF RESPONSIBILITY.
a. Should XXXX choose to engage any personnel to assist him in
performing this Contract, personnel so engaged shall at all times remain the
sole financial and legal responsibility of XXXX and under the direct
supervision and control of XXXX
x. XXXX shall be solely responsible for the direction and control of
his employees, agents and servants and/or independent contractors, if any
performing Work pursuant to the Agreement, including their selection, hiring,
firing, supervision, assignment and direction, setting of wages, hours and
working conditions, and the adjustment of their grievances. APT shall neither
have nor exercise such authority or control over XXXX'x personnel.
x. XXXX assumes full and sole responsibility for the payment of all
wages, benefits and expenses of its employees, agents, servants and/or
independent contractors, if any, and for all state and general income tax
withholdings, unemployment insurance, and social Security taxes, as to all
persons employed or engaged by XXXX to perform services under this Agreement.
XXXX shall be responsible for meeting and fulfilling the requirements of all
regulations now or hereafter prescribed by any legally constituted authority
with respect thereto.
x. XXXX assumes full responsibility for maintaining adequate workers'
compensation insurance coverage for his employees, agents and servants whom
XXXX engages or employs in the performance of this Contract.
13. MEDIATION -BINDING ARBITRATION.
a. Any dispute, controversy or claim arising under or in connection with
this Agreement, or breach thereof, shall be attempted to be settled through
Mediation by a Mediator agreeable to all parties.
b. If Mediation does not fully resolve the dispute, it shall be settled
exclusively and finally by arbitration in accordance will the Commercial
Arbitration Rules of the American Arbitration Association then in effect, and
in San Francisco County, California or otherwise as is mutually agreed to by
the parties.
c. Attorney's fees and cost shall be recoverable by the prevailing
party. Judgment upon the award tendered by the Arbitrator(s) may be entered in
any court having jurisdiction thereof.
14. NON-EXCLUSIVE.
a. Nothing in this Agreement shall prevent or preclude APT from entering
into similar contracts with others for the same or similar service or work and
nothing in this Agreement shall prevent or preclude XXXX from performing other
contracts so long as the requirements of this Agreement are not breached and
the performance of the work will not create a conflict of interest. It shall
be deemed to be a conflict of interest if the work involves a HOLOGRAPHIC
OPTICAL ELEMENT which may be used in a fingerprint capture and/or verification
product.
15. NON-WAIVER.
The failure of a party hereto to enforce at any time any of the
provisions of this Agreement or to exercise any option herein provided, or to
require at any time performance by a party or any of the provisions hereof
shall in no way be construed to be a waiver of such provisions, lot in any way
affect the validity of this Agreement of any part thereof, or the right of
Praetorian to thereafter enforce each and every such provision.
16. NOTICES.
a. Whenever Notice is required to be given pursuant to this Agreement, it
shall be delivered by personal or commercial express delivery service or by
first class mail, postage prepaid, and shall be deemed to be given when
received at the other party hereto in accordance with the provisions of this
section.
Either party may give the other party a facsimile number which may be used
to give notice hereunder. When such notice is given by facsimile, it shall be
effective 48 hours after sending.
17. ENTIRE AGREEMENT; MODIFICATION; INVALIDITY OF PORTION.
a. This Agreement represents the entire agreement between the parties and
supersedes all previous agreements between XXXX and APT pertaining to the
subject matter hereof except for the CONFIDENTIALITY AGREEMENT dated September
17, 1996 between APT and XXXX, which shall remain in full force and effect.
b. Any modifications or changes will not be effective unless in writing
and signed by XXXX and APT.
x. XXXX and APT agree that the invalidity of any portion of this
Agreement shall not affect the validity of the remainder of the Agreement.
d. No agreements or representations, oral or otherwise have been made by
either party which are not expressly set forth in this Agreement.
e. Both parties are on notice that they may seek independent legal advice
before entering into this Agreement. This Agreement represents the mutual
intent of the parties. Accordingly, the rule construction against the drafting
party shall have no application, and the parties waive such rule.
18. BINDING NATURE; ASSIGNABILITY.
a. This Agreement shall be binding on and inure to the benefit of the
respective heirs, successors, administrators, executors, representatives or
assigns of both parties, but XXXX shall not assign the performance of this
Agreement without the prior express written consent of APT.
19. GOVERNING LAW.
a. The Agreement shall be governed and construed in accordance with the
laws of the State of California.
IN WITNESS WHEREOF, the parties have signed below:
XXXXXX XXXX
/s/ Xxxxxx Xxxx 10/4/97
__________________________ ______________
Signature Date
ADVANCED PRECISION TECHNOLOGY, INC.
by Xxxxx Xxxxxxxxx, President/CEO
/s/ Xxxxx Xxxxxxxxx 10/1/97
_________________________________ ______________
Signature Date
INDEPENDENT CONTRACTOR CONTRACT MODIFICATIONS
30 May 1998
Paragraph #2
WHEREAS, APT is desirous of retaining XXXX to provide
certain technical consulting on .....
1.a. APT will compensate XXXX at the rate of Four Thousand
Five Hundred ($4,500) dollars per month plus one
hundred thousand (100,000) shares of APT's Rule 144
stock. (50,000 on 3/31/98 & 50,000 shares on 6/30/98)
x. XXXX shall xxxx APT within seven days after each
thirty-day period, and APT shall promptly pay XXXX for
all amounts due under paragraphs 1.a., 1.c. and 1.d.
c. APT agrees to pay XXXX interest at a rate of one
percent (1%) per month for each month any amount
payable by APT to XXXX is over 30 days past due.
f. Deleate.
2.a. The term of this contract shall be for five approximate
thirty-day periods, commencing on February 1, 1998 and
automatically terminating on June 30, 1998 unless it is
extended in writing signed by both parties. For purposes
of this contract, the thirty-day periods shall be February
1-28, March 1-31, April 1-31, May 1-31, and June 1-30.
3.x. XXXX shall perform his duties as reasonably requested
by APT to manage the projects of refining and improving
the scanner, lock, and card devices as well as the
devices themselves. Also, for development projects of
same or similar miniaturized HOE for coherent illumination
and parallel beam technology or Xxxxxx Transform point
source output, and development of primary and backup
production sources for mass production of HOEs.
5.x. XXXX shall submit via facsimile to APT, a monthly
update . . . .
8.b. . . . . (2)an additional (100,000) shares of APT Rule
144 for each Letters Patent.
IN WITNESS WHEREOF, the parties hereto have signed below.
/s/ Xxxxx X Xxxxxxxxx
______________________________________ _________________________
Xxxxx X. Xxxxxxxxx, President/CEO, APT Xxxxxx X. Xxxx
INDEPENDENT CONTRACTOR CONTRACT
This Independent Contractor (Technical Consulting) Contract ("Contract")
is made effective as Of September 1, 1997, by and between ADVANCED PRECISION
TECHNOLOGY. INC. ("APT"), with offices at Xxxx 0 Xxxxx 000, Xxx Xxxxxxxxx, XX
00000 and XXXXXX XXXX, an individual ("XXXX"), with offices at 000 Xxx Xx. #0,
Xxxxx Xxxx, XX 00000.
WHEREAS, APT is desirous of retaining XXXX to provide certain technical
consulting on design, consulting, laboratory tests, prototype development,
preparation for mass production of APT's proprietary image capture and
FINGERPRINT CAPTURE DEVICE WITH HOE, KEYLESS HOLOGRAPHIC LOCK, and HOLOGRAPHIC
CREDIT CARD verification products, as well as other projects to be described
by APT and
WHEREAS, XXXX personally has the skills, training expertise required, and
desires to do the assignments hereunder; and
NOW, THEREFORE, in consideration of the foregoing promises and the mutual
covenants contained herein, and other good and valuable consideration, receipt
of which is hereby acknowledged, the parties contract as follows:
1. PAYMENT PER MONTH.
a. APT will compensate XXXX at the rate of Four Thousand Five Hundred
($4,500) dollars per month plus Fifty Thousand (50,000) shares of APT's Rule
144 stock.
x. XXXX shall xxxx APT within seven days after each thirty day period,
and APT shall promptly pay XXXX for all amounts due under paragraphs 1.a.,
1.c., and 1.d.
c. APT agrees to Pay XXXX interest at a rate of one percent (1%) per
month for each month any amount payable by APT to XXXX is over 30 days past
due.
d. APT will also reimburse, in full, XXXX for reasonable out-of-pocket
expenses, required to perform his consulting duties hereunder.
e. All shares of APT's Rule 144 stock will be delivered to XXXX within 30
days of the completion of this contract.
f. All cash amounts due XXXX under paragraph 1.a. shall be payable in
cash or, at XXXX'x election if noticed in writing with each billing to APT, in
shares of APT's Rule 144 stock, which stock shall be valued at fifty percent
(50%) of the midpoint between the average bid price and ask price for the five
(5) days preceeding XXXX'x election.
2. DURATION OF AGREEMENT.
a. The term of this contract shall be for three approximate thirty-day
periods, commencing on July 1, 1998 and automatically terminating on September
30, 1998 unless it is extended in writing signed by both parties. For purposes
of this contract, the thirty-day periods shall be July 1-31, August 1-31, and
September 1-30.
b. This Contract may be terminated at any time by either party upon
thirty (30) days written notice or upon the event of a material breach in its
terms by either party, after such reasonable notice to the breaching party and
a reasonable opportunity to cure any such breach.
3. PERFORMANCE REQUIREMENT.
a. APT's obligation to make the payments to XXXX hereunder is conditioned
upon the performance by XXXX of the work and other obligations outlined in
this technical consulting contract.
b. During the period of the Agreement, XXXX agrees to use his best
professional efforts to complete all assignment made by and for APT.
x. XXXX shall perform his duties as reasonably requested by APT to manage
the projects of refining and improving the scanner, lock, and card devices as
well as the devices themselves. Also, for development projects of same or
similar miniaturized HOE for coherent illumination and parallel beam
technology or Xxxxxx Transform point source output, and development of primary
and backup production sources for mass production of HOEs, and other similar
tasks as requested by APT's Technology Manager Xxx Xxxxxxx. HOE-related
devices used to illuminate pictorial holograms are excluded from this
contract, except as specified in paragraph 8.x.
x. XXXX shall exercise such care as a prudent expert with similar
education and experience in a like position would exercise under similar
circumstances.
4. INDEPENDENT JUDGMENT; CONTROL.
x. XXXX and APT understand that the proper completion of assignments for
APT will necessitate the exercise of a high degree of independent judgment by
XXXX.
5. REPORTING.
x. XXXX shall submit via facsimile to APT, a monthly update on the status
of all work done hereunder and a summary of hours worked. XXXX shall also
prepare such reports and documentation concerning his work as are mutually
agreed to be desirable by the parties.
6. NO EMPLOYEE RELATIONSHIP OR BENEFITS.
a. It is understood and agreed by the parties that neither XXXX, nor
XXXX'x employees heirs, successors or assigns will be entitled by virtue of
this agreement or its performance to any employee benefits.
b. The sole compensation XXXX will receive is specified herein. No
determination by any government agency or court that XXXX'x relationship with
APT was a relationship other than independent contractor, will entitle XXXX or
his/her heirs, assigns, successors, dependents or family members to any
employee benefits.
7. RELATIONSHIP Of PARTIES; NO WORKERS' COMPENSATION.
x. XXXX shall perform assignments as an independent contractor, and not
as an agent or employee of APT. XXXX has no authority to represent or bind APT
to any obligations without APT's written consent, and nothing stated herein
shall be construed to be inconsistent with this statement.
8. WORK FOR HIRE; APT OWNS ALL RIGHTS; BONUS INCENTIVE
x. XXXX acknowledges that all work which he performs in connection with
this Agreement is and shall be "work-for-hire" to which APT shall own all
rights. XXXX shall promptly disclose in writing to APT and to assign to APT
all rights and ownership to any inventions XXXX may conceive or develop which
is in any way related to this technical consulting contract.
b. As further incentives, APT hereby agrees to pay XXXX a bonus of FIFTY
THOUSAND (50,000) shares of APT's Rule 144 stock (1) at XXXX'x completion of
the full term of this contract, no shares vesting prior thereto; and (2) an
additional ONE HUNDRED THOUSAND (100,000) shares of APT's Rule 144 stock for
each Letters Patent which XXXX assigns to APT pursuant to this agreement. If
more than one "inventor" is listed on a patent which APT agrees to have
assigned to APT, XXXX will be entitled to recieve fifty thousand (50,000)
shares plus a pro rata percentage of the remaining fifty thousand (50,000)
shares based upon each inventor's ownership share of such patent. These
assignments may also be mutually agreed to in writing by the parties to occur
for a reasonable period after the termination of the Contract for future ideas
and enhancements which may be developed by XXXX through knowledge and
confidential data acquired during his performance of this Contract.
x. XXXX is hereby granted a perpetual royalty-free, non-exclusive license
to use each patent he has assigned to APT hereunder for HOE-related devices to
illuminate pictorial holograms.
d. APT hereby agrees to give XXXX the right of first refusal for an
exclusive license for use of each patent assigned pursuant to APT for the HOE-
related devices to illuminate pictorial holograms, should APT decide to offer
a license to some third party.
9. AUTHORITY TO ENTER AGREEMENT.
x. XXXX warrants that he has the authority to enter into this Contract
and that this Contract does not breach any other contracts, commitments,
agreements, or understandings into which XXXX has entered.
10. NON-DISCLOSURE.
x. XXXX acknowledges that, in the course of this Agreement he will
receive, develop or otherwise acquire information which is confidential and/or
proprietary to APT, including, but not limited to, ideas not-yet-patented by
APT. Information excluded from the CONFIDENTIALITY AGREEMENT dated September
17, 1996 between APT and XXXX is also excluded from this contract.
x. XXXX agrees that all information relative to APT's products or
business or the assignments completed for APT belong solely to APT, will not
be used by XXXX for any purpose other than to perform the work contemplated
hereunder, and will not be used in connection with any of XXXX'x other
operations or work without the written approval of APT.
x. XXXX will not disclose APT's information to others, except his legal
counsel whose duties so require, in such event taking all precautions which
are reasonably necessary to prevent the unauthorized use or disclosure of
APT's information by such person.
x. XXXX'x obligation of confidentiality and non-disclosure shall survive
the term of this Agreement for so long As APT's information is not generally
available to the public.
11. OWNERSHIP.
x. XXXX acknowledges that all work papers documentation and other
material generated pursuant to the work contracted for by APT belong solely to
APT.
b. In the event that APT desires to secure protection for intellectual
property which XXXX has worked on pursuant to this contract, XXXX shall
cooperate with APT for the purpose of executing any and all lawful papers
which may be deemed necessary or desirable by APT to secure protection
including all declarations, oaths, specifications and instruments of
assignment. In the event that APT requires XXXX to provide information related
to intellectual property after the term of this contract, and other than that
described above, APT agrees to compensate XXXX at the rate of FIFTY dollars
per hour ($50/hr), and travel time (if authorized by APT) at the rate of
TWENTY-FIVE dollars per hour ($25 hr).
12. DELEGATION OF RESPONSIBILITY.
a. Should XXXX choose to engage any personnel to assist him in performing
this Contract, personnel so engaged shall at all times remain the sole
financial and legal responsibility of XXXX and under the direct supervision
and control of XXXX.
x. XXXX shall be solely responsible for the direction and control of his
employees, agents and servants and/or independent contractors, if any
performing work pursuant to the Agreement, including their selection, hiring,
firing, supervision, assignment and direction, setting of wages, hours and
working conditions, and the adjustment of their grievances. APT shall neither
have nor exercise such authority or control over XXXX'x personnel.
x. XXXX assumes full and sole responsibility for the payment of all
wages, benefits and expenses of its employees, agents, servants and/or
independent contractors, if any, and for all state and general income tax
withholdings, unemployment insurance, and Social Security taxes, as to all
persons employed or engaged by XXXX to perform services under this Agreement.
XXXX shall be responsible for meeting and fulfilling the requirements of all
regulations now or hereafter prescribed by any legally constituted authority
with respect thereto.
x. XXXX assumes full responsibility for maintaining adequate workers'
compensation insurance coverage for his employees, agents and servants whom
XXXX engages or employs in the performance of this Contract.
13. MEDIATION; BINDING ARBITRATION
a. Any dispute, controversy or claim arising under or in connection with
this Agreement, or breach thereof, shall be attempted to be settled through
Mediation by a Mediator agreeable to all parties.
b. If Mediation does not fully resolve the dispute, it shall be settled
exclusively and finally by arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association then in effect, and
in San Francisco County, California or otherwise as is mutually agreed to by
the parties.
c. Attorney's fees and cost shall be recoverable by the prevailing party.
Judgment upon the award rendered by the Arbitrator(s) may be entered in any
court having jurisdiction thereof.
14. NON-EXCLUSIVE.
a. Nothing in this Agreement shall prevent or preclude APT form entering
into similar contracts with others for the same or similar service or work and
nothing in this Agreement shall prevent or preclude XXXX from performing other
contracts so long as the requirements of this Agreement are not breached, and
the performance of the work will not create a conflict of interest. It shall
be deemed to be a conflict of interest if the work involves a HOLOGRAPHIC
OPTICAL ELEMENT which may be used in a fingerprint capture and/or verification
product.
15. NON-WAIVER.
The failure of a party hereto to enforce at any time any of the provisions
of this Agreement or to exercise any option herein provided or to require at
any time performance by a party of any of the provisions hereof, shall in no
way be construed to be a waiver of such provisions, nor in any way affect the
validity of this Agreement or any part thereof, or the right of Praetorian to
thereafter enforce each and every such provision.
16. NOTICES.
a. Whenever Notice is required to be given pursuant to this Agreement, it
shall be delivered by personal or commercial express delivery service or by
first class mail, postage prepaid, and shall be deemed to be given when
received at the other party hereto in accordance with the provisions of this
section.
Either party may give the other party a facsimile number which may be used
to give notice hereunder. When such notice is given by facsimile, it shall be
effective 48 hours after sending.
17. ENTIRE AGREEMENT; MODIFICATION; INVALIDITY OF PORTION.
a. This Agreement represents the entire agreement between the parties and
supersedes all previous agreements between XXXX and APT pertaining to the
subject matter hereof except for the CONFIDENTIALITY AGREEMENT dated September
17, 1996 between APT and XXXX, which shall remain in full force and effect.
b. Any modifications or changes will not be effective unless in writing
and signed by XXXX and APT.
x. XXXX and APT agree that the invalidity of any portion of this
Agreement shall not affect the validity of the remainder of the Agreement.
d. No agreements or representations, oral or otherwise, have been made by
either party which are not expressly set forth in ibis Agreement.
e. Both parties are on notice that they may seek independent legal advice
before entering into this Agreement. This Agreement represents the mutual
intent of the parties. Accordingly, the rule construction against the drafting
party shall have no application, and the parties specifically waive such rule.
18. BINDING NATURE; ASSIGNABILITY.
a. This Agreement shall be binding on and inure to the benefit of the
respective heirs, successors, administrators, executors, representatives or
assigns of both parties, but XXXX shall not assign the performance of this
Agreement without the prior express written consent of APT.
19. GOVERNING LAW
--------------
a. This Agreement shall be governed by and construed in accordance with
the laws of the State of California.
7 of 8
IN WITNESS WHEREOF, the parties hereto have signed below:
XXXXXX X. XXXX
/s/ X.X. Xxxx 8/28/98
___________________ _______
Signature Date
Social Security Number: ________________________
ADVANCED PRECISION TECHNOLOGY, INC.
By XXXXX X. XXXXXXXXX, President/CEO
/s/ Xxxxx X. Xxxxxxxxx 8/31/98
_________________________ _________
Signature Date
