EXHIBIT 10 (a)
TECHNOLOGY DEVELOPMENT
CONSULTING AGREEMENT
Agreement dated as of June 1, 2002, by and between XXXXXX UNITED
DEVELOPMENT CORP., a corporation duly organized and existing under the laws of
the State of Delaware (hereinafter referred to as "Company"), XXXXXX XXXXXXX,
residing at 0000 Xxxxx Xxxx, Xxxxxxxxxx, XX 00000-0000, and XXXXXXX X. XXXXXXX,
residing at 000 Xxxx Xxxxx, Xxxx, XX 00000-0000 (such two individuals being
referred to herein individually as an "Inventor" and jointly as the
"Inventors").
RECITALS
WHEREAS, the Inventors have certain skills, knowledge and know-how that
may be used in the production of photo galvanic hydrogen (the "PGH Technology");
and
WHEREAS, the Company wishes to engage the Inventors to develop the PGH
Technology and to prepare and file in the U.S. Patent and Trademark Office a
provisional patent application relating thereto (the "Provisional Patent
Application") with the understanding that the Inventors will assign all of their
right, title and interest in the PGH Technology and the Provisional Patent
Application to the Company pursuant to a separate agreement to be entered into
between the Inventors and the Company; and
WHEREAS, the Inventors were willing to be engaged to develop the PGH
Technology and to prepare and file the Provisional Patent Application subject to
the terms hereof.
NOW, THEREFORE, in consideration of the above recitals, the terms and
covenants of this Agreement, and other valuable consideration, the receipt of
which is hereby acknowledged, the parties agree as follows:
SECTION ONE
ENGAGEMENT OF CONSULTANTS; AGREEMENT TO ASSIGN
A. Company hereby engages each of the Inventors to develop a method,
materials and apparatus for the production of photo galvanic hydrogen (the "PGH
Technology").
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B. Inventors agree to use their best efforts to develop the PGH
Technology and, upon such completion of the development of the PGH Technology as
may be required in order to file the Provisional Patent Application , to file
the Provisional Patent Application in the US Patent and Trademark Office (the
"Services").
SECTION TWO
COMPENSATION
A. In consideration of the Services, the Company hereby agrees to issue
to each of XXXXXX XXXXXXX and XXXXXXX X. XXXXXXX One Hundred Thousand (100,000)
shares of Company's Common Stock (the "Stock Compensation"). The Company agrees,
at its sole cost and expense, to register such shares with the Securities and
Exchange Commission on Form S-8, and, when issued, such shares therefore shall
be "free trading" shares.
SECTION THREE
CONFIDENTIALITY
Each of the Inventors agrees that all knowledge and information that he
may receive from Company or from its employees, or by virtue of the performance
of Services under this agreement, relating to the PGH Technology and/or the
business affairs, future plans, or technical data that belong to Company, shall
for all time and for all purposes be regarded as strictly confidential and shall
be held in confidence, and solely for Company's benefit and use, and shall not
be used by him, or directly or indirectly disclosed by him, to any person
whatsoever, except to Company or with Company's prior written permission.
SECTION FOUR
DURATION AND TERMINATION
This agreement shall be deemed to have been effective as of June 1,
2002 and shall continue until the Services have been completed and the Stock
Compensation has been delivered to each of the Inventors; provided, however,
that obligations of Inventors under Section Three above shall survive any
expiration or termination of this agreement.
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SECTION FIVE
ASSIGNMENT
The rights and obligations of Inventors under this agreement are
personal to Inventors and may not be assigned or transferred to any other
person, firm or corporation without the prior express and written consent of
Company.
SECTION SIX
ENTIRE AGREEMENT; MODIFICATIONS
The agreement shall constitute the entire agreement between the parties
with respect to the subject matter hereof, and any prior understanding or
representation of any kind preceding the date of this agreement shall not be
binding upon either party except to the extent incorporated in this agreement.
Any modification of this agreement or additional obligation assumed by either
party in connection with this agreement shall be binding only if evidenced in
writing signed by each party or an authorized representative of each party.
SECTION SEVEN
GOVERNING LAW
It is agreed that this agreement shall be governed by, construed, and
enforced in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, each party to this agreement has caused it to be
executed as of the date first above written.
10/02/03 /s/ Xxxxxx Xxxxxx Xxxxxxx
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XXXXXX XXXXXXX
10/02/03 /s/ Xxxxxxx X. Xxxxxxx
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XXXXXXX X. XXXXXXX
NOTARY
SEAL
XXXXXX UNITED DEVELOPMENT CORP.
By: /s/ Xxxxxxx X. Xxxxx
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XXXXXXX X. XXXXX, Executive Vice President
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