Dr. Orlando January 2, 2001 Consulting Agreement
This Agreement is made effective as of January 2,
2001, by and between:
View Systems, Inc., of Denver, CO, and
Xx. Xxxxxxxxx Orlando, Baltimore, MD
In this Agreement, the party who is contracting to receive services shall be
referred to as "View", and the party who will be providing the services shall be
referred to as "Dr. Orlando".
Dr. Orlando has a background in investor relations and corporate development,
public relations and advertising with expertise in the dissemination of
information about publicly traded companies.
View desires to have services provided by Dr. Orlando.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Dr. Orlando has been performing and shall
perform the following services for View: corporate development and business
consulting.
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be
performed and the specific hours to be worked by Dr. Orlando shall be determined
by Dr. Orlando. View will rely on Dr. Orlando to work as many hours as may be
reasonably necessary to fulfill Dr. Orlando's obligations under this Agreement.
Dr. Orlando will report to Xxxxxxx Than during this engagement.
3. PAYMENT. View Systems will pay common stock for services rendered at the
discretion of its Chief Executive Officer. The remuneration will be dependent on
accomplishment and will be considered a commission. From time to time the
company may elect to register such shares in an SB2 or S8 filing. Pre-approved
expenses will be paid at the discretion of the Operations Director if supported
with receipts.
4. NEW PROJECT APPROVAL. Dr. Orlando and View recognize that Dr. Orlando's
Services will include working on various projects for View. Dr. Orlando shall
obtain the approval of View prior to the commencement of a new project.
5. TERM/TERMINATION. This Agreement may be terminated by either party upon
30 days notice to the other party.
6. RELATIONSHIP OF PARTIES. It is understood by the parties that Dr.
Orlando is an independent contractor with respect to View, and not an employee
of View. View will not
provide fringe benefits, including health insurance benefits, paid vacation, or
any other employee benefit, for the benefit of Dr. Orlando.
7. DISCLOSURE. Dr. Orlando is required to disclose any outside activities
or interests, including ownership or participation in the development of prior
inventions, that conflict or may conflict with the best interests of View.
Prompt disclosure is required under this paragraph if the activity or interest
is related, directly or indirectly, to:
- a product or product line of View
- a manufacturing process of View
- a customer or potential customer of View
- a product or system design of View
- a distributor, reseller or OEM of View
8. INDEMNIFICATION. Dr. Orlando agrees to indemnify and hold View harmless
from all claims, losses, expenses, fees including attorney fees, costs, and
judgments that may be asserted against View that result from the acts or
omissions of Dr. Orlando, Dr. Orlando's employees, if any, and Dr. Orlando's
agents.
9. ASSIGNMENT. Dr. Orlando's obligations under this Agreement may not be
assigned or transferred to any other person, firm, or corporation without the
prior written consent of View.
10. NONSOLICITATION. During the term of this Agreement, and for 12 months
thereafter, Dr. Orlando shall not solicit or hire View's employees to work for
it, nor shall he solicit View's customers to sell products substantially similar
to View's products. During the term of this Agreement, and for 12 months
thereafter, Dr. Orlando shall not compete, directly or indirectly with View, in
producing, selling and distributing products that are substantially similar to
View's products.
11. CONFIDENTIALITY. View recognizes that Dr. Orlando has and will have the
following information:
- inventions
- products
- prices
- costs
- discounts
- future plans
- business affairs
- trade secrets
- technical information
- customer lists
- product design information
- copyrights
and other proprietary information (collectively, "Information") which are
valuable, special and unique assets of View and need to be protected from
improper disclosure. In consideration for the disclosure of the Information, Dr.
Orlando agrees that he will not at any time or in any manner, either directly or
indirectly, use any Information for Dr. Orlando's own benefit, or divulge,
disclose, or communicate in any manner any Information to any third party
without the prior written consent of View. Dr. Orlando will protect the
Information and treat it as strictly confidential. A violation of this paragraph
shall be a material violation of this Agreement.
12. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Dr. Orlando
has disclosed (or has threatened to disclose) Information in violation of this
Agreement, View shall be entitled to an injunction to restrain Dr. Orlando from
disclosing, in whole or in part, such Information, or from providing any
services to any party to whom such Information has been disclosed or may be
disclosed.
13. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of
this Agreement shall remain in full force and effect after the termination of
this Agreement.
14. RETURN OF RECORDS. Upon termination of this Agreement, Dr. Orlando
shall deliver all records, notes, data, memoranda, models, and equipment of any
nature that are in Dr. Orlando's possession or under Dr. Orlando's control and
that are View's property or relate to View's business.
15. 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 View:
View Systems, Inc.
Xxxxxxx Than, President
0000 Xxxxxx Xxxx, Xxxxx X
Xxxxxxxx, Xxxxxxxx 00000
IF for Dr. Orlando:
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Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.
16. 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.
17. AMENDMENT. This Agreement may be modified or amended if the amendment
is made in writing and is signed by both parties.
18. 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 or 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.
19. 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.
20. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of Maryland.
Party receiving services:
View Systems, Inc.
By: /S/ Xxxxxxx Than
____________________________________________________
Xxxxxxx Than
President
Party providing services:
/S/ Dr. Orlando
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Dr. Orlando
