INDEPENDENT CONTRACTOR/CONSULTING AGREEMENT
EXHIBIT 10.7
INDEPENDENT CONTRACTOR/CONSULTING AGREEMENT
THE AGREEMENT is made and entered into as June 9, 2003 by and between UltraGuard Water Systems Corp., a Nevada corporation (the “Company”) and Xxxxxxx Xxx, a resident of the United States (“Cho”).
WHEREAS, the Company is a public company trading on the OTCBB under the symbol “UGRD”; and
WHEREAS, Cho is knowledgeable and experienced in areas concerning the Company’s business operations and possesses experience in setting up marketing and advertising plans for companies in Northern California and Nevada, USA, arranging for promotional tours of products and for training installation and service persons; and
WHEREAS, the Company wishes to engage Cho on a non-exclusive basis as an independent contractor to utilize his experience and business knowledge to assist the Company in setting up retail and wholesale marketing outlets, Agents/Agencies and/or Distributors and prepare advertising plans for the Company’s products in Northern California and Nevada, arranging for promotional tours, product information presentations and arrange for training service persons in product installation; and
WHEREAS, Cho is willing to be so retained on the terms and conditions set forth in this Agreement.
1.1 Duties of Cho. Cho will provide such services and advice to the Company so as to assist the Company with developing marketing, advertising and promotion of its products to the public and assisting the Company in implementing and developing installation and service persons training programs
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8. Representations. Cho makes the following representations:
x. Xxx has no prior or existing legally binding obligations that are in conflict with his entering into this Agreement;
x. Xxx shall not offer or make payment of any consideration to brokers, dealers or others for purposes of inducing the purchase, making of a market or recommendation for the purchase of the Company’s securities;
x. Xxx is not currently the subject of an investigation or inquiry by the Securities and Exchange Commission, the NASD, or any state securities Commission;
x. Xxx’x activities and operations fully comply with now and will comply with in the future all applicable state and federal securities laws and regulations;
x. Xxx understands that, as a result of his services, it may come to possess material non-public information about the Company, and that he has implemented internal control procedures designed to reasonably insure that neither he nor his employees, agents, or affiliates, trade in the securities of client companies while in possession of material non-public information;
f. During the term of this Agreement and for a period of two years thereafter, Cho shall treat as the Company’s confidential trade secrets all data, information, ideas, knowledge and papers pertaining to the affairs of the Company. Without limiting the generality of the foregoing, such trade secrets shall include: the identity of the Company’s customers, suppliers and prospective customers and suppliers; the identity of the Company’s creditors and other sources of financing, the Company’s estimating and costing procedures and the costs and gross prices charged by the Company for its products, the prices or other consideration charged to or required of the
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Company by any of its suppliers or potential suppliers; the Company’s sales and promotional policies; and all information relating to products being developed or otherwise developed by the Company. Cho shall not reveal said trade secrets to others except in the proper exercise of his duties for the Company, or use their knowledge thereof in any way that would be detrimental to the interest of the Company, unless compelled to disclose such information by judicial or administrative process; provided, however, that the divulging of information shall not be a breach of this Agreement to the extent that such information was (i) previously known by the party to which it is divulged, (ii) already in the public domain, all through no fault of Cho, or (iii) required to be disclosed by Cho pursuant to judicial or governmental order;
Cho shall also treat all information pertaining to the affairs of the Company’s suppliers and customers and prospective suppliers and customers as confidential trade secrets of such customers and suppliers and prospective customers and suppliers; and
x. Xxx agrees to notify the Company immediately if, at any time, any of the representations and warranties made by Cho herein are no longer true and correct or if a breach of any of the representations and warranties made by Cho herein occurs.
9. The Company makes the following representations:
a. The Company is not currently the subject of an investigation or inquiry by the Securities and Exchange Commission, the NASD, or any state securities Commission;
b. The Company is in good standing in its state of incorporation;
c. The Company and its senior management are not aware of any materially adverse events not previously disclosed in the Company’s annual and quarterly reports with the Securities and Exchange Commission.
The Company: | |
UltraGuard Water Systems Corp. | |
Attn: CEO | |
2nd Floor, 5763 – 000 X Xxxxxx | |
Xxxxxxx XX XXXXXX, X0X 0X0 | |
Email: xxxxxxxxxxx@xxxxxxxxxx.xxx |
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Cho: | |
Xxxxxxx Xxx | |
000 X Xxxxxx Xxxxxx, Xxxxx 000 | |
Xxxx XX 00000 |
or at such location as the addressee may have specified in notice duly given to the sender as provided herein. Such notice or other communications shall be deemed to be given on the date of receipt.
15. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of Nevada, without giving effect to conflicts of laws.
ULTRAGUARD WATER SYSTEMS CORP. | ||
By: | /s/ Xxx Fielding___________ | |
Xxx Xxxxxxxx, President | ||
By: |
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Xxxxx Xxx |
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