AGREEMENT
AGREEMENT made this 31st day of July, 2002 by and between NEW SKY
COMMUNICATIONS, INC., a New York corporation with offices at 000 Xxxxxx xxx Xxxx
Xxxxx, Xxxxxxxxx, Xxx Xxxx 00000, hereinafter referred to as "New Sky" and
XXXXXX X. XXXXXX, residing at 0000 Xxxxx Xxxx Xxxx, Xxxxxxx, Xxx Xxxx 00000,
hereinafter referred to as "Wicker."
WHEREAS Wicker is desirous of transferring to New Sky all of his
right, title and interest in certain patents and contracts, all of the
outstanding stock in Xxxxxx X. Xxxxxx Enterprises, Inc. and being employed by
New Sky and New Sky is desirous of employing the services of Wicker;
NOW, the parties hereto covenant and agree as follows:
1. ASSIGNMENT OF CONTRACTS, PATENT RIGHTS AND CORPORATE STOCK. Wicker
does hereby sell, assign and convey to New Sky all of his right, title and
interest in all contracts, patents and trade secrets relating to security paper
and anti-counterfeiting technology owned, held or controlled by Wicker,
including, but not limited to those set forth in Schedule A annexed hereto and
made a part hereof. In addition, Wicker shall sell, assign and convey to New Sky
all of the outstanding stock of Xxxxxx X. Xxxxxx Enterprises, Inc.
2. CONSIDERATION. In consideration of the foregoing, New Sky shall
grant to Wicker 1,000,000 unregistered, restricted common shares of New Sky
Communications, Inc.
3. EMPLOYMENT. New Sky shall employ Wicker for an initial salary of
$52,000.00 per year. The term of employment shall be two (2) years unless sooner
terminated according to the terms of this Agreement. If this employment has not
been terminated in accordance with the provisions hereof, the employment of
Wicker shall be deemed automatically renewed and extended thereafter, for
additional two (2) year terms, until terminated in accordance with the
provisions hereof. Wicker's employment shall commence upon the completion of the
conditions precedent set forth herein. The provisions of Section 7 hereof shall
survive any termination or assignment of this Agreement.
4. DUTIES. Wicker's duties under this Agreement shall include, but
not be limited to, serving as an officer and member of the Board of Directors of
New Sky Communications, Inc. and/or Xxxxxx Xxxxx, Inc., if either company so
elects; selling and marketing, in conjunction and cooperation with Xxxxxxx Xxxxx
and Xxxxxx Xxxxx, Inc. d/b/a Xxxxxxx Printing, printing services, and security
paper and anti-counterfeiting related products developed and to be developed in
the future by Wicker; and create exclusively for New Sky future proprietary
printing, security paper and anti-counterfeiting products, containing patented,
patent pending and future patentable intellectual property; and providing
consulting services to third parties through New Sky and upon the direction of
New Sky. The parties hereto agree that all future proprietary intellectual
property or technology developed during the term of Wicker's employment by New
Sky shall be deemed to be developed by Wicker for New Sky on a work-for-hire
basis and all right, title and interest in such intellectual property and
technology shall be the sole and exclusive property of New Sky.
-1-
5. CONDITIONS PRECEDENT. This Agreement shall be subject to the
following conditions precedent and shall not commence until the completion of
such conditions: (1) New Sky and Xxxxxx Xxxxx, Inc. completing an acquisition of
all of the corporate stock of Xxxxxx Xxxxx, Inc. for common shares of New Sky
upon terms and conditions to be agreed upon between those parties and (2) New
Sky completing a private placement of 3,000,000 of its common shares.
6. WARRANTIES AND REPRESENTATIONS. Wicker warrants and represents the
following:
a) Wicker is the sole and exclusive owner and holder of the
right, title and interest in the patents, trade secrets and intellectual
property set forth in Schedule A annexed hereto and that the attached Schedule
contains all patents, trade secrets and intellectual property rights in which
Wicker has an interest as of the date of this Agreement and that such rights are
not subject to any assignment, claim, judgment, defense, set-off, lien or
encumbrance.
b) The rendering of services by Wicker to New Sky hereunder
is free and unencumbered by any and all claims by or agreements with any other
parties.
c) Wicker owns free and clear all of the outstanding stock
of Xxxxxx X. Xxxxxx Enterprises, Inc., the stock is fully paid, non-assessable
and there exist no outstanding agreements, claims, liens or encumbrances which
would interfere with or restrict the assignment or conveyance of such shares and
the enjoyment of full rights thereof by New Sky.
7. RESTRICTIVE COVENANT.
a) Wicker acknowledges that the services he shall perform
for New Sky are an integral part of the business of New Sky, and that if Wicker
renders services similar to those rendered to New Sky hereunder, for two (2)
years after the termination of the employment relationship with New Sky the same
shall cause New Sky significant financial detriment which could not be precisely
determined at the time. Therefore, Wicker acknowledges that he has been advised
and herewith agrees that the restrictive covenant contained within this
paragraph is a specific condition of employment, and that New Sky has
specifically stated that the employment provided for in this contract would not
be offered to Wicker if he did not consent to and execute this restrictive
covenant.
b) In the event of the termination of Wicker's relationship
with New Sky for any reason whatsoever, and regardless of whether the employment
is terminated by New Sky or Wicker, Wicker agrees that he shall not engage in
rendering services the same or similar to those rendered to New Sky hereunder
and set forth in Section 4 above, directly or indirectly, for a period of two
(2) years following the termination of this Agreement. This covenant shall not
apply if there is a material and willful breach of any term of this Agreement by
New Sky.
-2-
c) Wicker agrees that the contents of this Agreement and any
information obtained regarding the business practices and methods of New Sky are
confidential, including but not limited to, any and all patents, technology or
trade secrets transferred to, or developed for, New Sky by Wicker pursuant to
this Agreement, and shall not be disclosed or discussed with any third party
unless required by law.
8. DOCUMENT EXEXCUTION. Wicker agrees to execute any and all
instruments and documentation deemed necessary by New Sky, in its sole
discretion, to effectuate the conveyances and assignments set forth in this
Agreement, including but not limited to, assignments of interests in patents and
trade secrets.
9. APPARENT AUTHORITY. Wicker shall have no authority to contract for
or obligate New Sky in any respect except that provided in writing by New Sky.
10. REPRESENTATIVES. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, their respective assigns,
successors, heirs and legal representatives, but neither this Agreement nor any
of the rights hereunder shall be assignable by Wicker, his personal
representatives or beneficiaries, as they constitute unique personal services.
11. GOVERNING LAW. This Agreement is deemed made and executed in the
State of New York and the Supreme Court of that State, in and for the County of
Monroe, is hereby deemed to be the sole and convenient forum for the resolution
of disputes under this Agreement. The parties hereto agree that, except for any
and all remedies available under Section 7 herein, the parties shall seek money
damages only for any dispute under this Agreement and shall not seek injunctive
relief nor in any manner interfere with, hinder or delay the business operations
and exploitation of intellectual property of the other party.
12. INDEMNIFICATION. Each party hereto agrees to indemnify and hold
harmless the other, its agents and employees, against each and every claim,
demand, loss, liability, damage or expense (including without limitation, any
settlement payment, reasonable attorneys' fees and other expenses incurred in
litigation or settlement of any claim) of whatever nature suffered by the other
party arising out of or in connection with the conduct of that party prior to
the commencement of this Agreement, or any breach or misrepresentation contained
in this Agreement or in any exhibit, certificate or document required to be
furnished in connection with or pursuant to this Agreement.
NEW SKY COMMUNICATIONS, INC.
SEAL
By: /S/ E. XXXXXXX XXXXXX
---------------------
President
/S/ XXXXXX X. XXXXXX
--------------------
Xxxxxx X. Xxxxxx
-3-
SCHEDULE A
1) All contract rights with AdlerTech International, Inc. by Wicker and Xxxxxx
X. Xxxxxx Enterprises, Inc.
2) Six percent (6%) ownership interest in so-called "non-replicable document and
method"- U.S. Patent No. 2,045,500. Wicker retains one percent (1%) ownership
interest.
3) Twenty-four percent (24%) ownership in so-called "Wicker 2000 system" or
"security documents with multi-angled voids"- U.S. Patent No. 5,707,083 and
European Patent No.0455750. Wicker retains one percent (1%) ownership interest.
4) Any and all rights existing now or in the future for so-called "HALO
system"-patents pending.
5) Six percent (6%) of gross on so-called "Xxxxx Xxxxxx currency
anti-counterfeiting system"- U.S. Patent No. 5,735,547. Wicker retains one
percent (1%) ownership interest.
-4-
