CONSULTING AGREEMENT
Exhibit
10.18
THIS
CONSULTING AGREEMENT
(the
“Agreement”) is made and entered into as of April 1, 2006, between LORNE
PERSONS, JR. (“Consultant”)
and EAGLE
BROADBAND, INC.,
a Texas
corporation (“Eagle Broadband”).
RECITALS
A. Eagle
Broadband wishes to retain the services of the Consultant on a part-time
basis.
B. The
Consultant has agreed to render consulting services to Eagle Broadband on
the
terms and conditions stated herein.
ACCORDINGLY,
for good and valuable consideration, the receipt and sufficiency of which
are
acknowledged, the parties agree as follows:
1. Engagement
and Scope.
Eagle
Broadband engages Consultant to perform consulting services (the “Services”),
and Consultant accepts such engagement, upon the terms and conditions set
forth
in this Agreement. Consultant shall advise and consult with Eagle Broadband
and
its directors regarding sales and marketing in general and shall be in charge
of
directing sales and marketing for Eagle Broadband’s product known as the
“SatMAX”.
2. Term
of Agreement.
There
is no stipulated term of this Agreement; rather this Agreement may be terminated
by either party upon ninety (90) days’ prior written notice.
3. Compensation.
For all
services rendered under this Agreement, Eagle Broadband shall pay Consultant
a
quarterly payment of $14,500, payable in arrears on the tenth business day
of
the month following the end of each quarter or as otherwise agreed between
the
President of Eagle Broadband and the Consultant. Such quarterly payment shall
be
made in the common stock of Eagle Broadband (which Eagle Broadband shall
use
reasonable commercial efforts to have registered for sale when issued) until
such time, on no less than thirty days’ written notice, either the Consultant or
Eagle Broadband elect to receive or make such payment in cash. Consultant
acknowledges and agrees that Eagle Broadband will make no federal, state,
or
local tax or unemployment insurance or social security withholdings or
deductions from payments made to Consultant hereunder. Consultant shall report
and pay any contributions for taxes, unemployment insurance, social security
and
other benefits for himself (collectively, “Taxes”). Consultant shall indemnify,
defend and hold Eagle Broadband and its
directors, officers, members, managers, affiliates, agents, employees,
successors and assigns (collectively, the “Eagle Broadband Indemnified Parties”)
harmless
from and against any and all liabilities, obligations, claims, penalties,
fines
or losses, including attorneys’ fees and costs, resulting from or in any way
related to Consultant’s failure to report or pay any Taxes.
4. Expenses.
In
addition to the compensation provided above, Eagle Broadband shall reimburse
Consultant for all reasonable and necessary direct out-of-pocket expenses
incurred by Consultant while performing consulting services for Eagle Broadband,
including travel expenses, meals and other out of pocket expenses, all in
accordance with Eagle Broadband’s standard company policy.
5. Authority
of Consultant.
Consultant shall have the same authority that a Vice President of the Company
would have within the scope of his assigned duties and may commit Eagle
Broadband for expenditures up to $1,000 per item without the prior approval
of
the President.
6. Termination
for Cause.
Either
party may terminate this Agreement upon a material default hereof by the
other
party in the performance of any obligation to be performed by it under this
Agreement upon not less than ten (10) days’ advance notice given by the
non-defaulting party, with such notice giving a reasonably sufficient
description of the default, and failure of the defaulting party to cure the
default within such ten-day period.
7. Confidentiality
of Information.
Because
the work for which Consultant is retained will include knowledge and information
of a personal or confidential nature to, or which is a trade secret of, Eagle
Broadband, the Principals, and their affiliates, Consultant possesses and
shall
hereafter receive such knowledge and information in confidence and shall
not,
except as required in the conduct of Eagle Broadband’s business or as authorized
in writing by Eagle Broadband, publish, disclose, or make any use of any
such
information or knowledge, or authorize anyone else to do so, unless and until
such information or knowledge shall have ceased to be secret or confidential
as
evidenced by general public knowledge.
8. Return
of Eagle Broadband Proprietary or Confidential Information.
All
documents, written information, notebooks, records and any other information
relating to Eagle Broadband or its affiliates, and all tangible work product
created by Consultant pursuant to this Agreement, shall be the property of
Eagle
Broadband and shall be delivered by Consultant to Eagle Broadband on termination
of this Agreement.
9. Assignment;
Binding Effect; Amendment.
This
Agreement and the rights of the parties under it may not be assigned and
shall
be binding upon and shall inure to the benefit of the parties. This Agreement
constitutes a valid and binding agreement of the parties enforceable in
accordance with its terms and may be modified or amended only by a written
instrument executed by each party.
10. Entire
Agreement.
This
Agreement is the final, complete and exclusive statement of the agreement
between the parties with relation to the subject matter of this Agreement,
it
being understood that there are no oral representations, understandings or
agreements covering the same subject matter as this Agreement. This Agreement
supersedes, and cannot be varied, contradicted or supplemented by evidence
of,
any prior or contemporaneous discussions, correspondence, or oral or written
agreements of any kind.
11. Counterparts.
This
Agreement
may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute but one and the same
instrument.
12. Notices.
All
notices or other communications required or permitted under this Agreement
shall
be in writing and may be given by depositing the same in United States mail,
addressed to the party to be notified, postage prepaid and registered or
certified with return receipt requested, by nationally recognized overnight
courier, or by delivering the same in person to such party, addressed as
follows:
|
(a)
|
If
to Consultant, addressed to:
|
LORNE
PERSONS, JR.
0000
Xxxxxxxx Xxxxx
Xxxxxxx,
XX 00000
|
(b)
|
If
to Eagle Broadband, addressed to:
|
EAGLE
BROADBAND, INC.
000
Xxxxxxxxxx Xxxxx
Xxxxxx
Xxxx, XX 00000
Attn:
Xxxxx Xxxxx, President
Notice
shall be deemed given and effective the day personally delivered, the day
after
being sent by overnight courier, subject to signature verification, and three
business days after the deposit in the U.S. mail of a writing addressed as
above
and sent first class mail, registered or certified, return receipt requested,
or
when actually received, if earlier. Any party may change the address for
notice
by notifying the other party of such change in accordance with this
Section.
13. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of
Texas,
without giving effect to any choice or conflict of law provision or rule
(whether of the State of Texas or any other jurisdiction) that would cause
the
application of the laws of any jurisdiction other than the State of Texas.
14. Survival
of Obligations.
No
termination of this Agreement or of Consultant’s work hereunder, for whatever
reason, shall relieve Consultant of or release Consultant from the obligations
set forth in Sections 7 and 8 of this Agreement, which shall survive such
termination.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year
first written above.
CONSULTANT:
/s/
Lorne Persons, Jr.
LORNE
PERSONS, JR.
EAGLE
BROADBAND:
EAGLE
BROADBAND, INC.
By:
/s/
Xxxxx Xxxxx
Xxxxx
Xxxxx, President and CEO
