CONSULTING AGREEMENT
Exhibit
10.2
This
Consulting Agreement ("Agreement"), made and entered into this 30th
day of
April, 2007, by and between Guardian Zone Technologies, Inc., a Delaware
Corporation having its principal office at 00 Xxxxxxxx Xxxx, Xxxxxxx Xxxxx,
Xxxx
00000 (the "Company") and Xxxxxxx Electronics, Inc., an Ohio corporation, with
offices at 00000 Xxxxxx Xxxx, Xxxxx Xxxx, 00000 (the "Consultant").
WITNESSETH
WHEREAS,
the Company wishes to receive consulting services from Consultant from time
to
time in the areas of product engineering and development (the "Services");
and
WHEREAS,
Consultant is willing to provide such Services, and Company and Consultant
wish
to enter into this Agreement to set forth the terms and conditions on which
Services will be provided; and
WHEREAS,
in consideration for these Services, the Company shall issue, upon terms and
conditions hereinafter set forth, stock to Consultant, along with the hourly
rate provided herein. (together, the "Fee").
NOW,
THEREFORE, the Company and Consultant hereby mutually covenant and agree as
follows:
1.
Engagement
of Consultant.
Consultant is hereby retained by the Company, and Consultant hereby accepts
such
retainment, as a product engineer and developer and general engineering
consultant to the Company for the compensation and on the terms and conditions
hereinafter expressed. Consultant shall perform such consulting duties as are
reasonably assigned to him by the Company in regard to the business of the
Company. Services will include Consultant's advice, counsel, assistance and
recommendations to be furnished at the reasonable request of the Company from
time to time in connection with any and all engineering matters pertinent to
the
Company. The Services shall also specifically include the creation and
development of various prototypes of wireless and/or electronic search and
rescue concepts and design components in connection with the Company's business
(the "Prototypes").
2.
Consultant's
Duties.
In
addition to the Services described above, Consultant will make himself
reasonably available for general consultation during reasonable times by
telephone or correspondence, and will be available at the Company's premises
if
so requested, at the Company's Expense. The Company agrees to give Consultant
reasonable notice of what Services it desires and when it desires them to be
performed. The Company and Consultant agree to cooperate in resolving any
scheduling problems that may arise with respect to Consultant being available
at
the times requested.
3.Warranties;
Highest Professional Standard.
Consultant is expected to perform the Services using only the highest
professional standards. Consultant warrants that the Services will be provided
(i) in a prompt, thorough and workmanlike manner in accordance with the due
skill and care generally accepted in the industry and, (ii) in conformity with
all requirements under the Agreement and in a manner that complies with all
applicable laws.
4.
Compensation
for Services.
In
consideration for the services provided by Consultant hereunder, the Company
agrees to provide the following:
(a)
the
rate of $65.00 (sixty-five dollars) per hour for the Services, according to
the
time sheets prepared by Consultant for Company. Company may dispute any such
time sheets in good faith and the parties shall resolve any such disputes in
a
prompt and commercially reasonable manner; and
(b)
1,600,000 (one million six hundred thousand) shares of the Company’s common
stock
In
addition to the Fee, the Company shall reimburse Consultant for all valid
out-of-pocket expenses approved by the Company, which shall be reimbursed to
Consultant.
5.
Term.
The
term of this Agreement (the "Term") shall begin on the date of this Agreement
and expire on April 30, 2008; provided that it may be extended by mutual
agreement in writing for additional one-month terms and may be terminated during
the Term as provided in Section 6 hereof.
6.
Independent
Contractor Status.
Consultant shall at all times be acting and performing hereunder as an
independent contractor. In connection with the performance by Consultant of
Services, the Company shall not have or exercise any control or direction over
the Services performed by Consultant, and will not in any way supervise or
control his activities. Consultant shall perform all of the Services herein
provided for relying on his own experience, knowledge, judgment and techniques.
Consultant shall not, in the performance of his duties, be managed or advised
concerning the same by the Company. Consultant will not be acting as the
employee, agent, partner, servant or representative of the Company, and
Consultant will not have any authority to bind the Company or any subsidiary
of
the Company in any manner.
7.
Termination
of Agreement.
Notwithstanding that the Term shall not have been completed, the Agreement
may
be terminated as follows: (a) by mutual written consent of the parties; (b)
upon
expiration of the Term as set forth in Section 4, above; (c) either party may
terminate this Agreement upon written notice to the other party (which notice
shall describe with reasonable specificity such other party's breach) in the
event that the other party continues to be in material breach of its material
obligations hereunder for more than thirty (30) days after receipt of written
notice of such breach; (d) upon the
death
of
Consultant, or (e) if Consultant should be incapacitated by illness or any
other
matter from performing his duties hereunder for a continuous period of sixty
(60) days.
8.
Ownership
of Work Product. For
all
work products created under this Agreement, Consultant and its employees engaged
hereby assign, cede and grant to the Company all rights to possession of, and
all right, title, and interest, including all copyright rights and patents
and
the right to prepare and exploit derivative works, in the work products created
under this Agreement, in whatever form or medium captured, and in and to all
physical and electronic materials, including, but not limited to, software,
drawings, videos, manuals, charts, photographs, designs, papers, documents,
and
copies, abstracts, and summaries thereof, hereinafter referred to as "Products",
which may come into its possession and the possession of its employees in any
manner by reason of engagement under this Agreement. Consultant shall promptly
disclose to Company any Products known to it or its employees by reason of
engagement under this Agreement, and all such Products (which are not mere
modifications or enhancements to Consultant-owned software, drawings, videos,
manuals, charts, photographs, designs, papers, documents, and copies, abstracts,
and summaries thereof) shall be deemed to the fullest extent possible to be
works made for hire exclusively for the Company, with the Company having sole
ownership of such Products and the sole right to obtain and to hold in its
own
name patents, copyrights, or such other protection as the Company may deem
appropriate to the subject matter, and any extensions or renewals thereof
(though the Company is under no obligation to file any patent application,
secure or maintain any patent or register any copyright). Consultant agrees
to
give the Company or any person designated by the Company at the Company's
expense, all assistance reasonably required to perfect the rights herein above
defined, including without limitation the procurement, at the Company's request,
of written assignments and title commitments in a form acceptable to the Company
from all of Consultant’s employees and agents engaged hereunder.
The
provisions of this Section do not apply to any material previously belonging
to
the Consultant or lawfully acquired by the Consultant in a manner independent
of
this Agreement that are used by the Consultant in the course of work hereunder.
However, Consultant hereby grants the Company a worldwide, royalty free,
perpetual license to use, modify, alter and transfer internally such Consultant
owned material. Consultant does not receive any proprietary rights or licenses
as a result of its services hereunder.
9.
Confidential
Information.
Consultant agrees that, during the Term and for a period of three (3) years
after the termination of this Agreement, for whatever reason, he will treat
as
confidential and maintain in confidence all information relating to the business
of the Company, including without limitation the identity of the customers
and
suppliers of the Company, the Company's arrangements with such suppliers and
customers, and technical data relating to the Company's products and services
("Confidential Information"). In addition, Consultant agrees that, without
the
prior written approval of the Company, he will not disclose any such
Confidential Information at any time to any person, corporation, association
or
other entity except authorized personnel of the Company. Upon the termination
of
this Agreement for any reason, Consultant will not take or retain from the
premises of the Company or any subsidiary of
the
Company any records, files or other documents, or copies thereof, relating
in
any way to the business operations of the Company or any subsidiary of the
Company. Notwithstanding the foregoing, Confidential Information shall not
include and the provisions of this Agreement shall not apply to any information
disclosed by the Company and/or Consultant (1) if such information is
demonstrated to be generally available to the public at the time of its
disclosure to Consultant; (2) after the time, if any, that such information
becomes generally available to the public without any breach by Consultant;
(3)
was already in Consultant's possession at the time of disclosure to Consultant
(whether such disclosure is before or after the date hereof); (4) is developed
by Consultant independently of the Service; or (5) was lawfully received by
Consultant from a third party without restrictions on disclosure or use. It
is
expressly agreed that the remedy at law for breach of the agreements set forth
in this Section is inadequate and that the Company shall, in addition to any
other available remedies (including, without limitation, the right of offset),
be entitled to injunctive relief to prevent the breach or threatened breach
thereof.
10. Indemnification.
(a) Notwithstanding
anything to the contrary in this Agreement, Consultant shall have no obligation
to Company with respect to any action based on the combination or use of the
Prototypes with other products not furnished by Consultant where the use of
the
Prototypes otherwise would not be infringing.
(b) Consultant
shall defend, indemnify and hold harmless the Company and its officers,
directors, employees, agents, subsidiaries and other affiliates, from and
against any and all damages, costs, liability, and expense whatsoever (including
attorney's fees and related disbursements) incurred by reason of (a) injury
or
death to any person or any damage to or loss of property which is due to the
gross negligence or willful misconduct of Consultant.
11. Assignability.
The
Company shall have the right to assign this Agreement to any subsidiary of
the
Company and all covenants and agreements hereunder shall inure to the benefit
of
and be enforceable by or against said assigns. The rights, benefits and
obligations of Consultant under this Agreement are personal to him, and no
such
rights, benefits or obligations shall be subject to voluntary or involuntary
alienation, assignment or transfer.
12.
Governing
Law; Consent to Jurisdiction.
This
Agreement shall be deemed to have been made under, and shall be construed and
interpreted in accordance with, the laws of the State of Ohio, excluding any
conflicts-of-law rule or law which might refer such construction and
interpretation to the laws of another state, republic or country. The parties
hereby submit to the jurisdiction of the state and federal courts in Ohio and
waive any right to which they might be entitled to submit any dispute hereunder
to the courts of another state, republic or country.
13.
Modifications;
Waiver.
This
Agreement shall not be amended or modified except by written instrument executed
by the Company and Consultant. The failure of the Company or Consultant to
insist upon strict performance of any provision hereof shall not constitute
a
waiver of, or estoppel against asserting, the right to require such performance
in the future, nor shall a waiver or estoppel in any one instance constitute
a
waiver or estoppel with respect to a later breach of a similar nature or
otherwise.
14.
Remedies.
The
remedies accorded to the parties by this Agreement are in addition to, and
not
in lieu of, all other remedies to which the parties may be entitled at law
or in
equity.
15.
Inconsistent
Obligations.
Consultant represents and warrants that, at the date of this Agreement, he
has
no obligations that are inconsistent with those of this Agreement.
16.
Sole
Agreement.
All
prior negotiations and agreements between the parties hereto relating to the
transactions, employment and services contemplated hereby are superseded by
this
Agreement, and there are no representations, warranties, understandings or
agreements with respect to such transactions, employment or services other
than
those expressly set forth herein.
17.
Severability.
If any
of the terms or conditions of this Agreement are held by any court of competent
jurisdiction to be unenforceable or invalid, such unenforceability or invalidity
shall not render unenforceable or invalid the entire Agreement. Instead, this
Agreement shall be construed as if it did not contain the particular provision
or provisions held to be unenforceable or invalid, the rights and obligations
of
the parties shall be construed and enforced accordingly, and this Agreement
shall thereupon remain in frill force and effect.
{Signature
Page Follows}
IN
WITNESS WHEREOF, the Company and Consultant have executed this Agreement as
of
the day and year first above written.
Xxxxxxx
Electronics, Inc.
/s/
Xxxxxx X. Xxxxxxx
Consultant
Guardian
Zone Technologies, Inc.
/s/
Xxxxxx
X. Radu_____________________
By:
Xxxxxx
X. Radu_____________________
Its:
President__________________________
