CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "AGREEMENT") is made and entered into
as of this 7th day of January, 2000 (the "EFFECTIVE DATE"), by and between
Telenetics Corporation, a California corporation with offices at 25111 Arctic
Ocean, Xxxx Xxxxxx, Xxxxxxxxxx 00000 (the "COMPANY"), and XXXXXXXX & XXXXXX,
INC., a Texas corporation with offices at the address set forth on the signature
page hereof ("CONSULTANT"), who may be collectively referred to as the
"PARTIES."
R E C I T A L S
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A. The Company, Xxxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxx, who are the
principals of Consultant (the "PRINCIPALS"), and certain other individuals have
entered into a Stock Purchase Agreement of even date herewith (the "STOCK
PURCHASE AGREEMENT") pursuant to which the Company is purchasing all of the
outstanding capital stock of eflex Wireless, Inc., a Delaware corporation
("EFLEX").
B. The parties acknowledge that Consultant currently acts as a
consultant to eflex and has abilities and expertise that are unique and valuable
to the Company and, in connection with the Stock Purchase Agreement, the Company
desires to retain Consultant to provide certain consulting services for the
Company, and Consultant is willing to provide the consulting services requested
by the Company.
C. The Company and Consultant have determined that such engagement of
Consultant is mutually beneficial and should be subject to a mutually acceptable
written agreement, and that the retention by eflex of the Consultant as a
consultant is being terminated concurrently with the effectiveness of this
Agreement.
A G R E E M E N T
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NOW, THEREFORE, in consideration of the foregoing premises, the
following mutual covenants and agreements contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by each of the Parties hereto, the Parties hereto agree, intending
to be legally bound, as follows:
1. SERVICES TO BE PERFORMED BY CONSULTANT.
1.1 SCOPE AND NATURE OF SERVICES. Commencing on the Effective Date, the
Company agrees to engage Consultant, and Consultant agrees to offer Consultant's
services to the Company, as a consultant. Consultant agrees to render
Consultant's best business expertise, advice and services to the directors,
executive officers, managers or employees of the Company as the Company may
reasonably request concerning the business of the Company including, without
limitation, the business of eflex. Consultant shall render such services at such
locations as the Company, within its sole discretion, deems appropriate. This
Agreement shall not be construed as obligating the Company to request any amount
(or any specific amount) of consulting services from Consultant.
1.2 METHOD OF PERFORMING SERVICES. Consultant shall provide the
consulting services to the Company promptly upon request by the Company during
the term of this Agreement, and it shall be the duty of Consultant in providing
these consulting services to make periodic reports to the Company, from time to
time, as the Company may deem appropriate.
1.3 PLACE OF WORK. The consulting services described herein will be
carried out at such reasonable locations as may be agreed upon by the Company
and Consultant from time to time; provided, however, that no Principal shall be
required by the Company to relocate his home in order to perform services
hereunder. If the Company determines that it is in the best interest of the
Company for the consulting services described herein to be carried out at the
facilities of the Company, such services shall be performed at the facilities of
the Company and the Company shall provide Consultant with such entry and access
to the facilities of the Company (during normal business hours, unless otherwise
authorized by the Company) to the extent necessary to allow Consultant to
perform Consultant's obligations under this Agreement. Except as provided above,
it will be the responsibility of the Consultant to obtain adequate work and
administrative space at Consultant's expense.
2. TERM AND TERMINATION.
2.1 TERM. The term of this Agreement (the "TERM") shall commence on the
Effective Date and shall continue for a period of five years unless terminated
earlier pursuant to the terms of this Agreement. This Agreement may be
terminated by the Company for Good Cause (as defined below) effective upon
delivery of written notice to Consultant given at any time. "GOOD CAUSE" shall
exist if:
(a) A Principal is convicted of a felony, or a misdemeanor
constituting moral turpitude;
(b) A Principal in bad faith commits any act (including, but
not limited to, any act that would constitute fraud, misappropriation,
dishonesty, or embezzlement) or in bad faith omits to take any action
to the material detriment of the Company or any of its affiliates;
(c) A Principal intentionally commits during the Term of this
Agreement any act of material misconduct (including, but not limited
to, sexual harassment, racial vilification, or unlawful
discrimination);
(d) Consultant fails or refuses to perform consulting duties
assigned to Consultant by the Company and fails to correct such breach
within five days after notice is given to Consultant by the Company of
such breach;
(e) Consultant becomes unable fully to discharge its duties
hereunder for a period of more than 30 consecutive days or more than 45
days within any two-month period;
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(f) In the opinion of a medical doctor retained by the Company, after a
physical examination and reasonable diagnostic procedures, a Principal
is found to be addicted to any drug, including alcohol;
(g) Consultant breaches any term of this Agreement and fails to correct
such breach within five days after notice is given to Consultant by the
Company of such breach; or
(h) Consultant attempts to resign in anticipation of discharge for any
reason mentioned in SECTION 2.1(a) through SECTION 2.1(g), or the
Company accepts Consultant's resignation in lieu of making a
termination for any reason mentioned in SECTION 2.1(a) through SECTION
2.1(g).
2.2 EFFECT OF TERMINATION. Consultant agrees that in connection with
the termination of this Agreement for any reason, except as set forth in SECTION
2.3, Consultant shall only be entitled to receive the pro rata share of the
consulting fee earned prior to the termination in accordance with SECTION 3.1,
plus reimbursement in accordance with SECTIONS 3.3 AND 3.4 for materials and
travel expenses incurred prior to the termination. Such payments described in
this SECTION 2.2 and in SECTION 2.3, if applicable, shall be the exclusive and
sole remedy of Consultant for any termination of this Agreement, and Consultant
covenants not to assert or pursue any other remedies, at law or in equity, with
respect to any termination of this Agreement.
2.3 EARLY TERMINATION. Consultant may terminate this Agreement by
delivery of written notice to the Company if the Company breaches any term of
this Agreement and fails to correct such breach within thirty days after notice
of such breach is received by the Company from Consultant. In the event of such
termination, the Company shall pay to Consultant as liquidated damages the
consulting fee for the period commencing on the day following the date of
termination and ending on the date the Term otherwise would have expired
pursuant to SECTION 2.1, at such intervals and otherwise in such manner as such
consulting fee would have been paid if Consultant would have remained in the
active service of the Company.
3. CONSIDERATION AND PAYMENTS.
In consideration of the consulting services to be provided by
Consultant pursuant to this Agreement:
3.1 CONSULTING FEE. The Company shall pay Consultant a consulting fee
of $4,166.67 per month, which consulting fee shall be increased to $8,333.33 per
month for each month of the Term following the month in which the Company
receives at least $2,500,000 in gross proceeds from the sale of equity
securities of the Company for the account of the Company. The consulting fee
shall be payable in advance in monthly installments commencing on January 15,
2000 and shall be prorated for any partial month occurring during the Term of
this Agreement.
3.2 OPTIONS. Concurrently with the execution of this Agreement,
Consultant shall receive an option to purchase shares of Common Stock of the
Company, a copy of which options shall be attached hereto as EXHIBIT A and
incorporated herein by reference.
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3.3 COST OF MATERIALS. If Consultant shall reasonably determine that
Consultant will be unable to perform the consulting services under this
Agreement without procuring certain materials with an aggregate cost exceeding
$100, Consultant shall promptly notify the Company in writing of its need to
procure such materials and the date by which such materials must be received by
Consultant. Upon receipt of such notice from Consultant, the Company shall
thereafter have the option to either procure the materials itself or, in the
alternative, authorize Consultant to procure the materials directly. If the
Company should elect to authorize Consultant to procure the materials directly,
it shall notify Consultant of such election, and the Company agrees to reimburse
Consultant within 10 business days of its receipt of a separate invoice from
Consultant for Consultant' actual cost of the materials as authorized by the
Company.
3.4 TRAVEL EXPENSES. Upon submission of a separate monthly invoice, the
Company shall also reimburse Consultant for all travel-related expenses
reasonably incurred by Consultant in connection with this Agreement, including
without limitation, air fare, hotel and rental car expenditures. The Company
agrees to pay the amounts due under this Section 3.4 on or before the 30th day
of the month following the month of submission of such invoice.
4. NONDISCLOSURE AND CONFIDENTIALITY.
In the course of Consultant providing the consulting services under
this Agreement, Consultant will have access to the Company's trade secrets,
proprietary information and confidential information, the use, application or
disclosure of any of which will cause substantial and possible irreparable
damage to the business and asset value of the Company. Accordingly, Consultant
accepts and agrees to be bound by the following provisions:
4.1 DEFINITIONS. For the purposes of this Agreement, the following
definitions apply:
(a) "TRADE SECRETS" shall specifically include, but are not
limited to, the Company's plans, customer lists, compilations, program
devices, formulas, designs, ideas, concepts, prototypes, drawings,
methods, techniques, systems, processes, procedures, computer software,
programs or codes, whether tangible or intangible, and whether or how
stored, compiled or memorialized physically, electronically,
graphically, photographically or in writing (including, without
limitation, source and object codes, flow charts, algorithms, coding
sheets, doctrines, subroutines, compilers, assemblers, design concepts
and related documentation and manuals), discoveries, hardware, machines
and devices whether patentable or not, including, without limitation,
the nature and results of technical and nontechnical research and
development activities, "know-how," schematics, parts lists and
specifications. Trade Secrets also includes any information described
above which the Company treats as proprietary or designates as a Trade
Secret, whether or not owned or developed by the Company or Consultant.
Trade Secrets also include any information described in this paragraph
(a) which the Company obtains from another party which the Company
treats as proprietary or designates as Trade Secrets, whether or not
owned or developed by the Company.
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(b) "CONFIDENTIAL INFORMATION" shall mean any data, materials
or information, other than Trade Secrets, that is of value to the
Company and is not generally known to competitors of the Company.
Confidential Information shall include, but not be limited to, the
identity of various suppliers, information about the Company's
executives and employees, financial information, business and marketing
plans, marketing techniques, price lists, pricing policies and the
Company's business methods. Confidential Information also includes any
information described above which the Company obtains from a third
party and which the Company treats as proprietary or designates as
Confidential Information, whether or not owned by or developed by the
Company.
Anything in this Agreement to the contrary notwithstanding, Trade
Secrets and Confidential Information shall not include information which is (i)
lawfully disclosed to Consultant by a third party unrelated to the Company, (ii)
generally known in the telemetry services industry other than by the
unauthorized actions of Consultant, or (iii) in the public domain other than by
the unauthorized actions of Consultant.
4.2 PROPRIETARY INFORMATION. Consultant hereby acknowledges that all
Trade Secrets and Confidential Information are the exclusive property of the
Company. Specifically, Consultant acknowledges and agrees that all Trade Secrets
and Confidential Information which Consultant has developed, or in which
Consultant has participated in the development, while engaged by the Company or,
which Consultant participates in the development in the future during the term
of its engagement by the Company shall be the exclusive property of the Company
and Consultant shall have no ownership interest therein. Consultant further
agrees that it will not, directly or indirectly, incorporate any Trade Secrets
or Confidential Information, or any part thereof, into any system, product,
service or other item later designed or prepared by Consultant for any party or
parties other than the Company.
4.3 PROHIBITION ON USE OF TRADE SECRETS. Consultant shall not, directly
or indirectly, in any manner or form use, disclose, provide or otherwise make
available in any manner in whole or in part any Trade Secrets during the period
Consultant has access to the Trade Secrets and thereafter, other than to the
Company's employees in the scope of their employment, or to other consultants
performing services for the Company in connection with the consulting services
performed by Consultant hereunder.
4.4 PROHIBITION ON USE OF CONFIDENTIAL INFORMATION. Consultant shall
not, directly or indirectly, in any manner or form use, disclose, provide or
otherwise make available in any manner in whole or in part any Confidential
Information during the period Consultant has access to the Confidential
Information and thereafter, other than to the Company's employees in the scope
of their employment, or to other consultants performing services for the Company
in connection with the consulting services performed by Consultant hereunder.
4.5 NONCOMPETITION AND NONSOLICITATION. Consultant expressly promises
and agrees that Consultant will fully comply with the covenants and provisions
contained in SECTION 7 of the Stock Purchase Agreement, which provisions are
incorporated herein by reference, as if such provisions were set forth in full
herein.
4.6 PROHIBITION ON REPRODUCTION. Consultant shall have no right to
print or copy, directly or indirectly, in whole or in part, any Trade Secrets or
Confidential Information or any documentation pertaining thereto, except as
required to perform Consultant's responsibilities hereunder.
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4.7 PROTECTIVE MEASURES. Consultant shall take all necessary and
appropriate action, whether by instruction, agreement or otherwise to ensure the
protection, confidentiality and security of the Trade Secrets and Confidential
Information and to satisfy Consultant's obligations under this Agreement. The
standard of care which Consultant shall employ shall conform at least to
industry standards and shall be adequate to ensure the protection,
confidentiality and security of the Trade Secrets and Confidential Information.
Consultant agrees that Consultant's obligations with respect to the
confidentiality and security of all materials disclosed to Consultant under the
terms of this Agreement shall survive the termination of this or any agreement
or relationship between the Company and Consultant or the performance of
consulting services by Consultant on behalf of the Company.
4.8 RETURN OF MATERIALS. All notes, data, reference materials,
sketches, disks, memoranda, tapes, manuals, files, documentation and records
contained in any medium (written document, electronic or otherwise) in any way
relating to any of the Trade Secrets or Confidential Information or the
Company's business shall belong exclusively to the Company and Consultant agrees
to turn over to the Company all copies of such materials in its possession at
the request of the Company or, in the absence of such a request, upon the
termination of Consultant's consulting services for the Company within three
business days of such termination. Consultant further agrees, upon request by
the Company, to promptly remove from Consultant's possession and dominion and
return to the Company or positively destroy any software programs or data
entered into Consultant's computer or libraries pertaining to the Trade Secrets
and Confidential Information.
5. INTENTIONALLY OMITTED.
6. EMPLOYEES AND AGENTS OF CONSULTANT.
Except as otherwise approved by the Company in writing, Consultant
shall provide the Company with ten days' advance notice prior to employing or
retaining any employee, subcontractor, or agent (other than the Principals) to
assist with or contribute to Consultant's duties, obligation or performance
hereunder. The Company reserves the right to approve or reject any such
employee, contractor or agent, such approval not to be unreasonably withheld.
Consultant agrees that it shall have and maintain, for so long as this Agreement
is in effect, written agreements with all employees, subcontractors or agents
engaged by Consultant who assist with or contribute to Consultant's duties,
obligations or performance hereunder. Such written agreements shall contain
provisions sufficient to establish the rights and benefits contemplated by, and
to assure compliance with this Agreement, including, but not limited to, the
provisions of SECTIONS 4 AND 5, above. Consultant shall furnish the Company with
copies of such written agreements and shall cause such subcontractors, employees
and agents to execute and deliver such further certificates, acknowledgments,
waivers and assignments as may be appropriate to give effect to the foregoing.
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7. APPLICABILITY TO PRIOR DEALINGS.
Consultant hereby acknowledges that Consultant and Consultant's
employees and agents may have had access to Trade Secrets and Confidential
Information prior to the effective date of this Agreement. Consultant hereby
agrees that any Trade Secrets and Confidential Information Consultant and
Consultant's employees and agents may have acquired prior to the effective date
of this Agreement shall be subject to the terms and conditions of SECTIONS 4 AND
5 above, and that Consultant shall cause each of Consultant's employees and
agents to treat such Trade Secrets and Confidential Information accordingly.
8. SURVIVAL OF OBLIGATIONS BEYOND TERMINATION.
The obligations of Consultant under SECTIONS 4 THROUGH 7 and the
warranties and remedies under SECTIONS 9 THROUGH 12 shall not terminate upon the
termination of this Agreement, but, rather, shall continue in effect thereafter.
9. INJUNCTIVE RELIEF.
Consultant hereby acknowledges and agrees that any violations of
SECTIONS 4,5,6 AND 7 will cause damage to the Company in an amount or amounts
difficult to ascertain and any remedies at law for such damages will be
inadequate. Accordingly, in addition to any other relief to which the Company
may be entitled at law or in equity, the Company shall be entitled to temporary
and/or permanent injunctive or other equitable relief from any such breach or
threatened breach by Consultant without proof of actual damages that have been
or may be caused to the Company by such breach or threatened breach.
10. WARRANTY.
10.1 EXPRESS WARRANTIES. As of the date hereof and as of all dates
prior to the expiration of this Agreement, Consultant warrants and represents to
the Company the following:
10.1.1 DISCLOSURE BY CONSULTANT. Consultant hereby
acknowledges that the Company does not wish to receive from Consultant
any information not owned by the Company which may be considered
confidential or proprietary to Consultant or to any third party. Any
information or materials disclosed or to be disclosed by Consultant to
the Company is not confidential or proprietary to Consultant or to any
third party. Accordingly, no obligation of any kind is assumed by or to
be implied against the Company by virtue of this Agreement or the
relationship between the Parties hereunder or with respect to any
information received (in whatever form or whenever received) from
Consultant relating to the subject matter hereof, and the Company will
be free to reproduce and to use and disclose to others such information
without limitation. Neither this Agreement nor the relationship between
the Parties, will impair the right of the Company to develop, make,
use, procure, or market products or services now or in the future which
may be competitive with those offered by Consultant, nor require the
Company to disclose any planning or other information to Consultant.
Consultant covenants and agrees not to incorporate into any work
performed or created hereunder any material owned or copyrighted or
confidential to any third party.
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10.1.2 AUTHORITY. Consultant has the authority to enter into
this Agreement. The execution of this Agreement by Consultant and the
performance of the services contemplated hereunder do not (and will
not) violate any other agreement, policy or order to which Consultant
is subject.
10.2 BREACH OF WARRANTY. If Consultant is in breach of any warranty or
representation under this Agreement, the Company shall have all rights and
remedies available to it in law and in equity.
11. STATUS AS INDEPENDENT CONTRACTOR.
The Parties are entering into this Agreement as independent contractors
and no employment relationship, partnership, joint venture or other association
shall be deemed created by this Agreement.
11.1 TAXES. The Company shall pay Consultant directly, without payroll
deductions of any kind whatsoever, all monies which may become due and payable
hereunder, as, when, and to the extent those payments become payable. Consultant
shall have the entire responsibility to discharge all the obligations under
federal, state or local laws, regulations or orders now or hereafter in effect,
relating to taxes, unemployment compensation or insurance (including, but not
limited to, the Unemployment Insurance Code of the State of California), social
security, worker's compensation, disability pensions and tax withholdings
(collectively, "TAX OBLIGATIONS"). Consultant shall fully indemnify the Company
from and against all liabilities, obligations, damages, assessments, penalties,
interest, costs (including, without limitation, any attorneys' fees) and other
expenses incurred by the Company resulting from Consultant's failure to properly
discharge its Tax Obligations or otherwise arising out of or related to the
engagement of Consultant by the Company pursuant to this Agreement.
11.2 AUTHORITY. Consultant is not authorized to bind the Company or to
incur any obligation or liability on behalf of the Company except as expressly
authorized by the Company in writing.
11.3 BENEFITS. Consultant acknowledges that the Company shall not be
providing health insurance, retirement plan contributions, workers' compensation
or other benefits to Consultant and/or Consultant's employees, if any, and
Consultant shall be solely responsible for obtaining and/or providing such
benefits.
11.4 METHODS. Except as otherwise provided herein, Consultant shall be
free to pursue whatever means Consultant chooses in performing the services
described herein. The Company recognizes that this is not an exclusive agreement
and the Consultant may perform services for other parties.
11.5 TRAINING. Consultant shall be responsible for providing, at
Consultant's expense, any training or continuing education required by
Consultant and/or Consultant's employees, if any, unless such training or
continuing education is specifically requested by the Company. If the Company
requests Consultant and/or Consultant's employees to obtain specific training or
continuing education, the Company shall be responsible for the expense of such
training and/or continuing education.
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12. GENERAL PROVISIONS.
12.1 ATTORNEYS' FEES AND COSTS. In any suit, action or proceeding
(including arbitration) arising out of or related to the Agreement or the
transactions contemplated hereby, including any appeals (an "ACTION"), the
non-prevailing party in that Action shall pay to the prevailing party a
reasonable sum for ordinary and necessary attorneys', paralegals', accountants'
and experts' fees and costs incurred in connection with prosecuting or defending
the Action and/or enforcing any judgment, order, ruling, or award (collectively,
a "DECISION") granted therein, in addition to any damages and costs which the
prevailing party otherwise would be entitled. Any Decision entered in the Action
shall contain a specific provision providing for the recovery of reasonable
attorneys', paralegals', accountants' and experts' fees and costs incurred in
enforcing the Decision. The court or arbitrator may fix the amount of reasonable
attorneys', paralegals', accountants' and experts' fees and costs on the request
of either party. For the purposes of this SECTION 12.1, all attorneys',
paralegals', accountants' and experts' fees and costs shall include, but not be
limited to, fees and costs incurred in the following: (i) postjudgment motions
and collection actions; (ii) contempt proceedings; (iii) garnishment, levy, and
debtor and third party examinations; (iv) discovery; and (v) bankruptcy.
12.2 NOTICES. All notices, demands or other communications which are
required or are permitted to be given in this Agreement shall be in writing and
shall be deemed to have been sufficiently given (i) upon personal delivery, (ii)
the third business day following due deposit in the United States mail, postage
prepaid, and sent certified mail, return receipt requested, correctly addressed
or (iii) when receipt is acknowledged if sent via facsimile transmission as
follows: If to the Company, to the address set forth in the introductory
paragraph of this Agreement. If to Consultant, to the address set forth below
Consultant's signature at the end of this Agreement. If notice is sent to the
Company, a copy shall be sent to:
Xxxxx X. Xxxxxxx, Esq.
Xxxxx & Xxxxxx, LLP
000 Xxxxx Xxxxxxxxx, 00xx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If notice is sent to Consultant, a copy shall be sent to:
Xxxxx X. Xxxxxxxxx, Esq.
Xxxxxx Xxxxx Xxxx & Xxxx, P.C.
0000 Xxxxxxxx Xxxxx
0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Either party may give written notice of a change of address by
certified mail, return receipt requested, and after notice of such change has
been received, any notice shall be given to such party in the manner above
described at such new address.
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12.3 EXECUTION IN COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.
12.4 WAIVER AND AMENDMENT. This Agreement may be amended, supplemented,
modified and/or rescinded only through an express written instrument signed by
both Parties or their respective successors and assigns. Either party may
specifically and expressly waive in writing any portion of this Agreement or any
breach hereof, but no such waiver shall constitute a further or continuing
waiver of any preceding or succeeding breach of the same or any other provision.
The consent by one party to any act for which such consent was required shall
not be deemed to imply consent or waiver of the necessity of obtaining such
consent for the same or similar acts in the future.
12.5 SEVERABILITY. Each provision of this Agreement is intended to be
severable. If any covenant, condition or other provision contained in this
Agreement is held to be invalid, void or illegal by any court of competent
jurisdiction, such provision shall be deemed severable from the remainder of
this Agreement and shall in no way affect, impair or invalidate any other
covenant, condition or other provision contained in this Agreement. If such
condition, covenant or other provision shall be deemed invalid due to its scope
or breadth, such covenant, condition or other provision shall be deemed valid to
the extent of the scope or breadth permitted by law.
12.6 GOVERNING LAW. All matters relating to or arising out of this
Agreement, whether in contract, tort or otherwise, shall be governed by and
interpreted in accordance with the laws of the State of California, including
all matters of construction, validity, performance and enforcement, without
giving effect to principles of conflict of laws. The Parties hereby consent, in
any dispute, action, litigation, arbitration or other proceeding concerning this
Agreement, to the jurisdiction of the state or federal courts of California,
with the County of Orange being the sole venue for the bringing of the action or
proceeding.
12.7 ASSIGNABILITY. Because the Company has agreed to retain the
services of Consultant based on an investigation of Consultant's capabilities,
the importance of Consultant's services to the ongoing business of the Company
and the personal relationship that has evolved between the Parties, neither this
Agreement nor any interest herein shall be assignable (voluntarily,
involuntarily, by judicial process or otherwise), in whole or in part, by
Consultant without the prior written consent of the Company. Any attempt at such
an assignment without such consent shall be void and, at the option of the
Company, shall be an incurable breach of this Agreement resulting in the
immediate termination of this Agreement.
12.8 INTERPRETATION. The language in all parts of this Agreement shall
be in all cases construed simply according to its fair meaning and not strictly
for or against any party. Whenever the context requires, all words used in the
singular will be construed to have been used in the plural, and vice versa, and
each gender will include any other gender. The captions of the Sections and
Subsections of this Agreement are for convenience only and shall not affect the
construction or interpretation of any of the provisions of this Agreement.
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12.9 INTEGRATION. This Agreement, together with the exhibits and
schedules hereto, incorporate the entire understanding of the parties with
respect to the subject matter hereof and supersede all previous oral and written
and all contemporaneous oral negotiations, commitments, writings, and
understandings. In addition, the parties expressly agree that this Agreement
supersedes and replaces the Consulting Agreement dated as of June 1, 1999
between Consultant and eflex, as successor to Residential Utility Meter
Service's, Inc., a Florida corporation (the "EFLEX CONSULTING AGREEMENT"), and
that the eflex Consulting Agreement is of no further force or effect.
12.10 SURVIVABILITY. All covenants, agreements, representations and
warranties made by the Consultant shall survive the termination of this
Agreement.
12.11 FURTHER ASSURANCES. In addition to the documents and instruments
to be delivered as provided in this Agreement, each of the Parties shall, from
time to time at the request of the other party, execute and deliver to the other
party such other documents and shall take such other action as may be necessary
or proper to more effectively carry out the terms of this Agreement.
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IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the
date first set forth above.
TELENETICS CORPORATION,
a California corporation
By: /s/ Xxxxxxx X. Armani
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Xxxxxxx X. Armani, President
XXXXXXXX & XXXXXX, INC.,
a Texas corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxxx
Its: Co-President
------------------------------
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Xxxxx X. Xxxxxx
Its: Co-President
------------------------------
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Street Address
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City, State, Zip Code
----------------------------------
Business Telephone Number
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Business Facsimile Number
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Social Security or Federal Tax
Identification Number
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EXHIBIT A
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Copy of Stock Option Agreement
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