NON-EMPLOYEE DIRECTOR AGREEMENT
Exhibit
10.2
This
Non-Employee Director Agreement (the “Agreement”) executed this 1st day of
January, 2008, is by and between eDOORWAYS, a Delaware corporation, located at
0000 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 (the “Company”), and
Xxxxxxx Xxxxxxx, located at 000 X. 0xx Xxxxxx, Xxxxxx, Xxxxx 00000
(the “Director”) is made in consideration of the mutual promises made herein and
set forth as follows:
ARTICLE
1.
TERM
OF AGREEMENT
1.1 This
Agreement will become effective on January 1, 2008, and will continue in effect
for a term of one (1) year, until January 1, 2009, unless it is terminated as
provided in Article 6, below.
ARTICLE
2.
SERVICES
TO BE PERFORMED BY DIRECTOR
2.1 Services. Director
agrees to serve on the Board of Directors of the Company for the Term of this
Agreement.
2.2 Method of
Performing Services. Director will determine the method,
details, and means of performing the above-described
services. Director may perform the Services under this Agreement at
any suitable time and location of Director's choice, however the Director shall
make himself available to the Company as set forth in Section 4.3.
2.3 Status of
Director. Director is and shall remain a non-employee of the
Company. Director and any agents or employees of Director shall not
act as an officer or employee of Company. Director has no authority
to assume or create any commitment or obligation on behalf of, or to bind,
Company in any respect in an individual capacity.
ARTICLE
3.
COMPENSATION
3.1 Monthly
Retainer Fee. As compensation for services rendered as a board member,
Client shall pay Consultant a monthly retainer fee of two thousand five hundred
dollars ($2,500), the first of which payments shall be due and payable upon
execution of this Agreement. Subsequent payments shall be due and payable on the
first of each month following the month of execution of this Agreement for the
entire term of the Agreement. In addition, Client shall pay
Consultant the additional sum of twenty seven thousand five hundred dollars
($27,500) for services performed as a member of the Company's board during
2007. Payment of both the monthly retainer fee and the additional sum
may be made by Client according to the terms of Paragraph 3.2
below.
3.2 Form of
Retainer Fee Payment. For each 2008
monthly retainer fee payment, Consultant may elect to receive payment in the
form of common stock of eDOORWAYS Corporation or its successor(s) rather than in
a cash payment. In the event that Consultant elects to receive common stock, the
number of shares to be received by Consultant shall be calculated by dividing
the amount of the monthly retainer fee payment by the average trading price for
the five days prior to the date payment is due.
Payment
of the original sum of $27,500 (described in Paragraph 3.1 above and pertaining
to 2007 services rendered) may be made in cash or common stock as described in
this Paragraph 3.2. Should Consultant elect to receive cash, the
timing of the cash payment shall be determined by Client.
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3.3 Payment
of Expenses. Director shall be responsible for his normal and
customary overhead business expenses incurred in performing services under this
Agreement, including without limitation, telephone, facsimile, postage,
photocopying, supplies, rent, and insurance. Travel expenses and
other extraordinary expenses in relation to the Company shall require the
Director to obtain the prior written approval of Company. Where
Director is required to travel outside the State of Texas on business, all
travel arrangements will be at business class, and if not available, then based
on available first class travel accommodations.
ARTICLE
4.
OBLIGATIONS
OF DIRECTOR
4.1 Non-Exclusive
Relationship. Company acknowledges and agrees that the
relationship with Director is non-exclusive and Director may represent, perform
services for, and contract with, as many additional Companies, persons or
companies as Director in Director’s sole discretion sees fit.
4.2 Director's
Qualifications. Director represents and warrants that Director
has the qualifications and skills necessary to perform the services under this
Agreement in a competent and professional manner, and is able to fulfill the
requirements of this Agreement. Director shall comply with all
applicable federal, state and local laws in the performance of its obligations
hereunder, and all materials used by Director in fulfilling its obligations
under this Agreement shall not infringe upon any third party copyright, patent,
trade secret or other proprietary right. Director acknowledges and
agrees that failure to perform all the services required under this agreement
constitutes a material breach of the Agreement.
4.3 Availability
of Director. Director acknowledges and agrees that a material
consideration of this Agreement is that Director be in charge of all services
rendered to Company under this Agreement. Further, that the
availability of the Director be the equivalent of one (1) regular business day
per month and that the unavailability of such services shall constitute a
material breach of this Agreement. Should Company not avail itself of
Director’s services, from one week to the next, such availability will not be
accumulated without Director’s express approval.
4.4 Indemnity. Director
agrees to indemnify, defend, and hold Company free and harmless from all claims,
demands, losses, costs, expenses, obligations, liabilities, damages, recoveries,
and deficiencies, including interest, penalties, attorneys' fees, and costs,
including without limitation expert witnesses’ fees, that Company may incur as a
result of a breach by Director of any representation or agreement contained in
this Agreement.
4.5 Assignment. Neither
this Agreement nor any duties or obligations under this Agreement may be
assigned by Director without the prior written consent of
Company.
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ARTICLE
5.
OBLIGATIONS
OF COMPANY
5.1 Compliance
with Requests. Company agrees to comply with all reasonable
requests of Director necessary to the performance of Director's duties under
this Agreement.
5.2 Place of
Work. Company agrees to furnish an office for Director on
Company's premises for use by Director from time-to-time when visiting the New
York/Houston areas to facilitate his performance of the above-described
services.
5.3 Company
Provided Information. Company assumes full responsibility for
the accuracy and completeness of all information provided to
Director.
5.4 Indemnity. Company
agrees to indemnify, defend, and hold Director free and harmless from all
claims, demands, losses, costs, expenses, obligations, liabilities, damages,
recoveries, and deficiencies, including interest, penalties, attorneys' fees,
and costs, including without limitation expert witnesses’ fees, that Director
may incur as a result of any information provided to Director by Company under
this Agreement.
ARTICLE
6.
TERMINATION
OF AGREEMENT
6.1 Termination
on Notice. Notwithstanding any other provision of this
Agreement, either party may terminate this Agreement at any time by giving
thirty (30) days written notice to the other party. Unless otherwise
terminated as provided in this Agreement, this Agreement will continue in force
until the Services provided for in this Agreement have been fully and completely
performed.
6.2 Termination
on Occurrence of Stated Events. This Agreement will terminate
automatically on the occurrence of any of the following events:
6.2.1 Unavailability
of Director to manage and oversee all services rendered to Company by Director
under this Agreement;
6.2.2 Bankruptcy
or insolvency of either party;
6.2.3 Dissolution
of the Company; and/or,
6.2.4 Any
assignment of this Agreement by Director without the prior written consent of
Company.
6.3 Termination
for Default. If either party defaults in the performance of
this Agreement or materially breaches any of its provisions, the non-breaching
party may terminate this Agreement by giving written notification to the
breaching party. Termination will take effect immediately on receipt
of notice by the breaching party or five (5) days after mailing of notice,
whichever occurs first. For the purposes of this paragraph, material
breach of this Agreement includes, but is not limited to, the
following:
6.3.1 Director's
failure to perform the services specified in this Agreement;
6.3.2 Director's
material breach of any representation or agreement contained in Article 4,
above;
and/or,
6.3.3 Company's
material breach of any representation or agreement contained in Article 5,
above.
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ARTICLE
7.
COMPANY
INFORMATION
7.1 Nondisclosure/Nonuse
of Company Information. Director agrees that all information
provided by Company to Director under this Agreement shall not be disclosed or
used by Director for any purpose other than Director’s performance under this
Agreement.
7.2 Confidential
Information. Any written, printed, graphic, or electronically
or magnetically recorded information furnished by Company for Director's use is
and shall remain the sole property of Company. This proprietary
information includes, but is not limited to, investor lists, marketing
information, planning, drawings, specifications, and information concerning
Company's employees, products, services, prices, and
operations. Director will keep this confidential information in the
strictest confidence, and will not disclose it by any means to any person except
with Director's prior written approval, and only to the extent necessary to
perform the services under this Agreement. This prohibition also
applies to Director's employees, agents, and subcontractors. On
termination of this Agreement or request by Company, Director will return within
two (2) days any confidential information in Director’s possession to
Company.
ARTICLE
8.
GENERAL
PROVISIONS
8.1 Notices. Any
notices to be given by either party to the other shall be in writing and may be
transmitted either by personal delivery or by mail, registered or certified,
postage prepaid with return receipt requested. Mailed notices shall
be addressed to the parties at the addresses appearing in the introductory
paragraph of this Agreement, but each party may change that address by written
notice in accordance with this section. Notices delivered personally
shall be deemed communicated as of the date of actual receipt. Mailed
notices shall be deemed communicated as of five (5) days after the date of
mailing.
8.2 Attorneys'
Fees and Costs. If this Agreement gives rise to a lawsuit or
other legal proceeding between any of the parties hereto, the prevailing party
shall be entitled to recover court costs, necessary disbursements (including
expert witnesses' fees) and reasonable attorneys' fees, in addition to any other
relief such party may be entitled.
8.3 Entire
Agreement. This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties hereto with respect
to the services provided by Director to Company under this Agreement, and
contains all of the covenants and agreements between the parties with respect to
this Agreement in any manner whatsoever. Each party to this Agreement
acknowledges that no representations, inducements, promises, or agreements,
orally or otherwise, have been made by any party, or anyone acting on behalf of
any party, which are not embodied herein, and that no other agreement,
statement, or promise not contained in this Agreement shall be valid or
binding.
8.4 Modifications. Any
modification of this Agreement will be effective only if it is in writing signed
by the party to be charged.
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8.5 Effect of
Waiver. The failure of either party to insist on strict
compliance with any of the terms, covenants, or conditions of this Agreement by
the other party shall not be deemed a waiver of that term, covenant, or
condition, nor shall any waiver or relinquishment of any right or power at any
one time or times be deemed a waiver or relinquishment of that right or power
for all or any other times.
8.6 Partial
Invalidity. If any provision in this Agreement is held by a
court of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions shall nevertheless continue in full force without being
impaired or invalidated in any way.
8.7 Law
Governing Agreement. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.
8.8 Jurisdiction/Venue. Jurisdiction
and venue for any dispute arising out of this Agreement shall be exclusively in
the city of Houston, State of Texas.
8.9 Construction. If
any construction is to be made of any provision of this Agreement, it shall not
be construed against either party on the ground such party was the drafter of
the Agreement or any particular provision.
8.10 Time. Time
is of the essence in this Agreement.
8.11 Corporate
Authorization. If any signatory of this Agreement is a
corporation, said signatory represents and warrants that this Agreement and the
undersigned's execution of this Agreement have been duly authorized and approved
by the corporation's Board of Directors. The undersigned officers and
representatives of the corporation(s) executing this Agreement on behalf of the
corporation(s) represent and warrant they are officers of the corporation(s)
with full authority to execute this Agreement on behalf of the
corporation(s).
IN
WITNESS WHEREOF, the undersigned have executed this Agreement, effective as of
the date first above written.
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COMPANY:
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DIRECTOR:
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eDOORWAYS Corporation
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By: Xxxx X. Xxxxxxx
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Xxxxxxx Xxxxxxx
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Its:
CEO & President
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000 X. 0xx Xxxxxx, Xxxxxx, XX 00000
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