EXHIBIT 10.41
RF MONOLITHICS, INC.
CONSULTING AGREEMENT FOR INDIVIDUAL CONSULTANTS
This Agreement is made by RF Monolithics, Inc. and its successors or
assignees worldwide ("RFM") and Xxxxxxx Xxxxxxxx, ("Contractor"), effective this
23rd day of June, 1999, for the purpose of setting forth the terms and
conditions by which RFM will acquire Contractor's services on a temporary basis.
In consideration of the mutual obligations specified in this Agreement, and any
compensation paid to Contractor for her or his services, the parties agree to
the following:
1. Work And Payment. Attached to this Agreement as Exhibit A hereto is a
statement of the work to be performed by Contractor, Contractor's rate of
payment for such work, expenses to be paid in connection with such work, and
such other terms and conditions as shall be deemed appropriate or necessary for
the performance of the work.
RFM is not obligated to issue any additional orders for work by Contractor under
this Agreement. Contractor should not commence services under this Agreement
until this Agreement is signed and delivered by an authorized representative of
RFM.
2. Nondisclosure And Trade Secrets. During the term of this Agreement and in
the course of Contractor's performance hereunder, Contractor may receive and
otherwise be exposed to confidential and proprietary information relating to
RFM's business practices, strategies and technologies. Such confidential and
proprietary information may include but not be limited to confidential and
proprietary information supplied to Contractor with the legend "RFM Confidential
and Proprietary," or equivalent, RFM's marketing and customer support
strategies, RFM's financial information, including sales, costs, profits and
pricing methods, RFM's internal organization, employee information and customer
lists, RFM's technology, including discoveries, inventions, research and
development efforts, processes, hardware/software design and maintenance tools,
samples, media, methods, product know-how and show-how, and all derivatives,
improvements and enhancements to any of the above which are created or developed
by Contractor under this Agreement and information of third parties as to which
RFM has an obligation of confidentiality (collectively referred to as
"Information").
Contractor acknowledges the confidential and secret character of the
Information, and agrees that the Information is the sole, exclusive and
extremely valuable property of RFM. Accordingly, Contractor agrees not to
reproduce any of the Information without the applicable prior written consent of
RFM, not to use the Information except in the performance of this Agreement, and
not to disclose all or any part of the Information in any form to any third
party, either during or after the term of this Agreement. Upon termination of
this Agreement for any reason, including expiration of term, Contractor agrees
to cease using and to return to RFM all whole and partial copies
and derivatives of the Information, whether in Contractor's possession or under
Contractor's direct or indirect control.
Contractor shall not disclose or otherwise make available to RFM in any manner
any confidential information of Contractor or received by Contractor from third
parties.
This Section 2 shall survive the termination of this Agreement for any reason,
including expiration of term.
Contractor agrees that any and all ideas, improvements, inventions and works of
authorship conceived, written, created or first reduced to practice in the
performance of work under this Agreement ("Work Product") shall be the sole and
exclusive property of RFM and hereby assigns to RFM all its right, title and
interest in and to any and all such ideas, improvements, inventions and works of
authorship.
Contractor further agrees that RFM is and shall be vested with all rights, title
and interests including patent, copyright, trade secret and trademark rights in
all of Contractor's Work Product under this Agreement. To the extent that any
pre-existing technology or work product of Contractor ("Background Technology")
is required to effectuate the assignment of rights and intent of the foregoing,
Contractor hereby grants to RFM a non-exclusive, royalty free and worldwide
right to use and sublicense the use of Background Technology for the purpose of
developing, manufacturing and marketing RFM products, but not for the purpose of
marketing Background Technology separate from RFM products.
Contractor shall execute all papers, including patent applications, invention
assignments and copyright assignments, and otherwise shall assist RFM as
reasonably required to perfect in RFM the rights, title and other interests in
Contractor's work product expressly granted to RFM under this Agreement. Costs
related to such assistance, if required, shall be paid by RFM.
This Section 3 shall survive the termination of this Agreement for any reason,
including expiration of term.
4. Termination. Either RFM or Contractor may terminate this Agreement in the
event of a material breach of the Agreement which is not cured within fifteen
(15) days of written notice to the other of such breach. Material breaches
include but are not limited to the filing of bankruptcy papers or other similar
arrangements due to insolvency, the assignment of Contractor's obligations to
perform to third parties or Contractor's acceptance of employment or consulting
arrangements with third parties which are or may be detrimental to RFM's
business interests.
At any time after 180 days from the date indicated on the first page of this
Agreement, RFM may terminate this Agreement for convenience upon thirty (30)
days' prior written notice. In such event, Contractor shall cease work
immediately after receiving notice from RFM, unless otherwise advised by RFM,
and shall notify RFM of costs incurred up to the termination date.
5. Compliance With Applicable Laws. Contractor warrants that all material
supplied and work performed under this Agreement complies with or will comply
with all applicable United States and foreign laws and regulations.
6. Independent Contractor. Contractor is an independent contractor, is not an
agent or employee of RFM and is not authorized to act on behalf of RFM.
Contractor will not be eligible for any
employee benefits, nor will RFM make deductions from any amounts payable to
Contractor for taxes. Taxes shall be the sole responsibility of Contractor.
7. Legal And Equitable Remedies. Contractor hereby acknowledges and agrees
that in the event of any breach of this Agreement by Contractor, including,
without limitation, the actual or threatened disclosure of Information without
the prior express written consent of RFM, RFM will suffer an irreparable injury,
such that no remedy at law will afford it adequate protection against, or
appropriate compensation for, such injury. Accordingly, Contractor hereby agrees
that RFM shall be entitled to specific performance of Contractor's obligations
under this Agreement, as well as such further injunctive relief as may be
granted by a court of competent jurisdiction.
8. General. The parties' rights and obligations under this Agreement will
bind and inure to the benefit of their respective successors, heirs, executors,
and administrators and permitted assigns. This Agreement and the attached
Exhibit A constitute the parties' final, exclusive and complete understanding
and agreement with respect to the subject matter hereof, and supersede all prior
and contemporaneous understandings and agreements relating to its subject
matter. This Agreement may not be waived, modified, amended or assigned unless
mutually agreed upon in writing by both parties. In the event any provision of
this Agreement is found to be legally unenforceable, such unenforceability shall
not prevent enforcement of any other provision of the Agreement. This Agreement
shall be governed by the laws of the State of Texas, excluding its conflicts of
laws principles. Any notices required or permitted hereunder shall be given to
the appropriate party at the address specified below or at such other address as
the party shall specify in writing. Such notice shall be deemed given upon
personal delivery, or sent by certified or registered mail, postage prepaid,
three (3) days after the date of mailing.
In Witness Whereof, the parties hereto have executed this Agreement as of
the date first set forth above.
RF Monolithics, Inc. Contractor:
/s/ Xxx X. Xxxxxxxx /s/ Xxxxxxx Xxxxxxxx
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Xxx X. Xxxxxxxx Xxxxxxx Xxxxxxxx
By:
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By: Xxx X. Xxxxxxxx Title:
Title: President and CEO -----------------------
Address: 4441 Sigma Road (if applicable)
Xxxxxx, Xxxxx 00000 Address:
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Exhibit A
Work to be performed: Consulting regarding sales, marketing and strategic
planning.
Rate of payment: $750 per week
Stock options to purchase 40,000 shares of the
Company's Common Stock, subject to approval of the
Company's Board of Directors. Options shall have a
vesting commencement date of June 23, 1999, shall
vest at a rate of 1/48th per month of service under
this Agreement, and shall have an exercise price
equal to the fair market value of the Common Stock on
June 23, 1999 (the date of grant), which the board
has determined, based on the closing price of the
Company's Common Stock as quoted on Nasdaq, to be
$8.875.
Expenses to be paid: N/A
Background Technology:
