CONSULTING AGREEMENT
Exhibit
10.23
In
this
Agreement, the party who is contracting to receive services shall be referred
to
as “ASI”,
and the
party who will be providing the services shall be referred to as “XX
Xxxxx”.
XX
Xxxxx
has a background in Sales and Marketing and is willing to provide services
to
ASI based on this background.
ASI
desires to have services provided by XX Xxxxx.
Therefore,
the parties agree as follows:
1.
DESCRIPTION OF SERVICES.
Beginning on September 01, 2005, XX Xxxxx will provide the following services
(collectively, the “Services”):
Provide a method to market and sell ASI products that are being sold below
standard sales pricing. These sales need to be handled in such a way that the
world wide market is aware of the items being sold and for what price they
are
being offered.
2.
PERFORMANCE OF SERVICES. The
manner in which the Services are to be performed and the specific hours to
be
worked by XX Xxxxx shall be determined by XX Xxxxx. ASI will rely on XX Xxxxx
to
work as many hours as may be reasonably necessary to fulfill XX
Xxxxx’x
obligations under this Agreement.
3.
PAYMENT. ASI
will
pay a fee to XX Xxxxx for the Services in the amount of $24,100.00. This fee
shall be payable in a lump sum upon completion of the Services.
4.
EXPENSE REIMBURSEMENT. XX
Xxxxx
shall pay all “out-of-pocket”
expenses, and shall not be entitled to reimbursement from ASI.
5.
SUPPORT SERVICES.
ASI will
not provide support services, including office space and secretarial services,
for the benefit of XX Xxxxx.
6.
NEW PROJECT APPROVAL. XX
Xxxxx
and ASI recognize that XX Xxxxx’x
Services will include working on various projects for ASI. XX Xxxxx shall obtain
the approval of ASI prior to the commencement of a new project.
7.
TERM/TERMINATION. This
Agreement shall terminate automatically on November 30, 2006.
8.
RELATIONSHIP OF PARTIES. It
is
understood by the parties that XX Xxxxx is an independent contractor with
respect to ASI, and not an employee of ASI. ASI will not provide fringe
benefits, including health insurance benefits, paid vacation, or any other
employee benefit, for the benefit of XX Xxxxx.
9.
INTELLECTUAL PROPERTY. The
following provisions shall apply with respect to copyrightable works, ideas,
discoveries, inventions, applications for patents, and patents (collectively,
“Intellectual
Property”):
a.
Consultant’s
Intellectual Property.
XX
Xxxxx does not personally hold any interest in any Intellectual
Property.
10.
CONFIDENTIALITY.
ASI
recognizes that XX Xxxxx has and will have the following
information:
- |
products
|
- |
prices
|
- |
apparatus
|
- |
costs
|
- |
business
affairs
|
- |
technical
information
|
- |
customer
lists
|
- |
copyrights
|
and
other
propriety information (collectively, “Information”)
which
are valuable, special and unique assets of Aspect Systems, Inc. and need to
be
protected from improper disclosure. In consideration for the disclosure of
the
Information, XX Xxxxx agrees that XX Xxxxx will not at any time or in any
manner, either directly or indirectly, use any Information for XX
Xxxxx’x
own
benefit, or divulge, disclose, or communicate in any manner any Information
to
any third party without the prior written consent of ASI. XX Xxxxx will protect
the Information and treat it as strictly confidential. A violation of this
paragraph shall be a material violation of this Agreement.
11.
CONFIDENTIALITY AFTER TERMINATION.
The
confidentiality provisions of this Agreement shall remain in full force and
effect after the termination of this Agreement.
12.
RETURN OF RECORDS. Upon
termination of this Agreement, XX Xxxxx shall deliver all records, notes, data,
memoranda, models, and equipment of any nature that are in XX Xxxxx’x
possession or under XX Xxxxx’x
control
and that are ASI’s
property or relate to ASI’s
business.
13.
NOTICES.
All
notices required or permitted under this Agreement shall be in writing and
shall
be deemed delivered when delivered in person or deposited in the United States
mail, postage prepaid, addressed as follows:
IF
for
ASI:
Aspect
Systems, Inc.
X.
Xxxxxx
Key
President/CEO
000
X.
Xxxxxx Xx.
Xxxxxxxx,
Xxxxxxx 00000
IF
for XX
Xxxxx:
Xxxxxxx
X. Xxxxx
0000
X.
Xxxxxx Xx.
Xxxxxxx,
Xxxxxxx 00000
Said
addresses may be changed from time to time by either party by providing written
notice to the other in the manner set forth above.
14.
ENTIRE AGREEMENT.
This
Agreement contains the entire agreement of the parties and there are no other
promises or conditions in any other agreement whether oral or written. This
Agreement supersedes any prior written or oral agreements between the parties.
15.
AMENDMENT. This
Agreement may be modified or amended if the amendment is made in writing and
is
signed by both parties.
16.
SEVERABILITY.
If any
provision of this Agreement shall be held to be invalid or unenforceable for
any
reason, the remaining provisions shall continue to be valid and enforceable.
If
a court finds that any provision of this Agreement is invalid unenforceable,
but
that by limiting such provision it would become valid and enforceable, then
such
provision shall be deemed to be written, construed, and enforced as so
limited.
17.
WAIVER OF CONTRACTUAL RIGHT.
The
failure of either party to enforce any provision of this Agreement shall not
be
construed as a waiver or limitation of that party’s
right
to subsequently enforce and compel strict compliance with every provision of
this Agreement.
18.
APPLICABLE LAW. This
Agreement shall be governed by the laws of the State of Arizona.
Party
receiving services:
Aspect
Systems, Inc.
By: /s/ Xxxxxx Key | |||
Xxxxxx
Key
President/CEO
|
Party
providing services:
Xxxxxxx
X. Xxxxx
By:
/s/ Xxxxxxx X. Xxxxx
|
|||
Shareholder Xxxxxxx
X. Xxxxx
|