CONSULTING AGREEMENT
THIS
CONSULTING AGREEMENT (the "Agreement")
is
made and entered into as of the 25th day
of
October,
2007
(the “Effective
Date”)
by and
between IDCENTRIX
INCORPORATED,
with
its principal offices at 0000 Xxxxxxxxx Xxx., Xxxxx 0000 - Xx Xxxxxxx, XX 00000
("IDCENTRIX"
or
"the
Company")
and
Xxxx
Xxxxxxx, an
individual doing business as eID
Security, with offices at X.X. Xxx 000, Xxxxxxx, XX 00000 ("CONSULTANT").
WHEREAS,
the parties mutually desire for IDCENTRIX to engage CONSULTANT to provide
professional consulting services to IDCENTRIX; and
WHEREAS,
this Agreement contains the terms and conditions under which CONSULTANT agrees
to provide his services to IDCENTRIX.
NOW,
THEREFORE, the parties agree as follow:
1.
Consultancy.
CONSULTANT shall serve as a consultant to IDCENTRIX for a period commencing
on
the Effective Date of this Agreement and concluding on the date set forth in
Schedule
A hereto,
subject to the termination of this Agreement in accordance with Section 7.
The
period during which CONSULTANT shall serve as a consultant to IDCENTRIX pursuant
to this Agreement shall constitute the "Consulting
Period".
2.
Duties.
CONSULTANT shall serve as a consultant to IDCENTRIX in the activities of
IDCENTRIX set forth in Schedule
A or
as
otherwise requested by an officer of IDCENTRIX. During the Consulting Period,
CONSULTANT agrees to perform all duties to the best of his ability.
3.
Other
Employment.
3.1
Other
Affiliation.
CONSULTANT represents that he is not a party to any existing agreement that
would prevent him from entering into this Agreement. During the Consulting
Period, CONSULTANT shall not perform research, consulting, or development
services for any other person, company, or commercial enterprise in the area
of
IDCENTRIX business or field of interest.
3.2
Conflict
of Interest.
CONSULTANT warrants that he is not obligated under any other consulting,
employment, or other agreement which would affect IDCENTRIX rights or
CONSULTANT’s duties under this Agreement other than those referred to in Section
3.1.
4.
Compensation
and Expenses.
4.1
Compensation.
IDCENTRIX agrees to pay CONSULTANT and CONSULTANT agrees to accept for
CONSULTANT’s services under this Agreement consulting fees (the "Consulting
Fees")
as set
forth in Schedule
A.
CONSULTANT shall invoice IDCENTRIX for Consulting Fees on a monthly basis.
Payment of Consulting Fees shall be made within 14 days of receipt of invoice.
4.2
Expenses.
IDCENTRIX agrees to reimburse CONSULTANT for those reasonable and necessary
expenses that are incurred by CONSULTANT in furtherance of the performance
of
CONSULTANT’s duties under this Agreement. This includes, but is not limited to,
all reasonable and necessary travel related expenses. In order to be entitled
to
reimbursement, CONSULTANT shall first obtain the prior written consent of the
IDCENTRIX officer that is managing CONSULTANT’s duties for any expense that will
exceed $100.00. CONSULTANT shall comply with IDCENTRIX corporate travel and
expense reimbursement policies that will be provided to CONSULTANT upon
CONSULTANT’s request. CONSULTANT may invoice IDCENTRIX for reimbursement of
expenses, without markup, on the same basis as for Consulting Fees.
5.
Confidentiality.
5.1
Protection
of Information and Scientific Publications.
CONSULTANT shall hold all IDCENTRIX Confidential Information (as defined in
Section 15.1 below) in confidence and shall not disclose Confidential
Information to any unauthorized person. Except as required in his duties for
IDCENTRIX, CONSULTANT will never directly or indirectly use, disseminate,
disclose, lecture upon, or publish articles concerning, Confidential Information
or remove Confidential Information from IDCENTRIX’ premises.
5.2
Records.
CONSULTANT agrees to keep separate and segregated from other work all documents,
records, notebooks and correspondence that directly relate to his work under
this Agreement.
5.3
IDCENTRIX
Property.
All
notes, contracts, memoranda, reports, drawings, manuals, materials, files,
samples, products, data, and any papers or records of every kind (and any copy
of any of the foregoing) which are owned or prepared by IDCENTRIX and that
come
into CONSULTANT's possession at any time during the Consulting Period shall
remain the sole and exclusive property of IDCENTRIX, whether or not such items
are Confidential Information. This property shall be surrendered to IDCENTRIX
upon termination of the Consulting Period or upon request of IDCENTRIX at any
time either during or after the termination of the Consulting Period, and no
copies, notes, or excerpts thereof shall be retained.
5.4
Information
of Others.
CONSULTANT will safeguard and keep confidential the proprietary information
of
customers, vendors, consultants, and other parties with which IDCENTRIX does
business to the same extent as if it were IDCENTRIX Confidential Information.
CONSULTANT will not, during his consulting with the Company or otherwise, use
or
disclose to the Company any confidential, trade secret, or other proprietary
information or material of any previous employer or other person.
5.5
Non-Competition:
You
agree that you will not, directly or indirectly, except as agreed in writing
by
the Company, during the Consulting Period and within six (6) months following
the expiration thereof, hire or solicit for employment any then current employee
of or consultant to the Company (or any affiliated company thereof) or any
person who was an employee of or consultant to the Company within six (6) months
of the date that you begin to solicit or offer to hire such person
6.
Inventions.
All
Inventions (as defined in Section 15.2 below) made, conceived, or completed
by
CONSULTANT, individually or in conjunction with others, resulting from work
or
consulting services performed by CONSULTANT on behalf of IDCENTRIX or from
access to IDCENTRIX Confidential Information or property, whether or not
patentable, copyrightable, shall be the sole and exclusive property of
IDCENTRIX. CONSULTANT hereby assigns to IDCENTRIX or its designee, without
further consideration, his entire right, title, and interest in and to all
Inventions.
7.
Termination.
This
Agreement may be terminated by either party upon ten (10) days written notice
to
the other party. This Agreement may be terminated by a non-breaching party,
in
addition to any other remedy, for a breach of any term of the Agreement
effective upon written notice to the breaching party; upon which event all
rights of the breaching party shall terminate. In either event, notice shall
be
given by registered mail, prepaid and properly addressed.
8.
Survival
of Certain Agreements.
The
covenants and agreements set forth in paragraphs 5 and 6 shall survive the
Consulting Period and remain in full force and effect regardless of such
termination.
9.
Notice.
Any
notice shall be in writing and shall be deemed delivered upon service, if served
personally, or three days after deposit in the United States Mail, if mailed
by
first class mail, postage prepaid, registered or certified with return receipt
requested, and addressed to the other party at the following address, or such
address as may be designated in accordance herewith:
To
IDCENTRIX:
iDcentrix
Incorporated
0000
Xxxxxxxxx Xxx.
Xxxxx
0000
Xx
Xxxxxxx, XX 00000
Attention:
Legal Department
To
CONSULTANT:
Xxxx
Xxxxxxx
eID
Security
X.X.
Xxx
000
Xxxxxxx,
XX 00000
10.
Enforcement.
If any
provision of this Agreement is determined to be invalid or unenforceable, the
remainder of this Agreement shall be valid and enforceable to the maximum extent
possible.
11.
Legal
Relationship.
CONSULTANT shall be an independent contractor with respect to IDCENTRIX and
shall not be an officer, employee or agent of IDCENTRIX. CONSULTANT is not
authorized to make regulatory decisions, accounting recommendations or legally
bind IDCENTRIX to contracts. CONSULTANT shall be entitled to no benefits or
compensation except as set forth in this Agreement and shall in no event be
entitled to any fringe benefits payable to employees of IDCENTRIX. During the
term hereof CONSULTANT shall not be entitled to any additional compensation
or
employee benefits that would otherwise accrue to him if he were an employee
of
the Company, including, but not limited to, compensation or benefits derived
from written or oral, medical, sickness, accident, insurance, supplementary
income, pension, retirement, profit sharing, bonus or incentive compensation
plans or practices. Any payments made to CONSULTANT pursuant to this Agreement
are the responsibility of CONSULTANT and CONSULTANT agrees to comply with any
laws, rules or regulations applicable to such payments. During the term hereof
the Company shall not be responsible for withholding any local, state or federal
taxes.
12.
Amendment.
This
Agreement may be modified or amended only by mutual written consent of the
parties.
13.
Governing
Law.
This
Agreement shall be governed by the laws of the State of California.
14.
Entire
Agreement.
This
instrument contains the entire agreement of the parties, and supersedes all
prior negotiations, correspondence, understandings and agreements of the
parties.
15.
Definitions.
For the
purposes of this Agreement:
15.1
"Confidential Information" shall mean the information disclosed to CONSULTANT
as
a consequence of or through performance of services for IDCENTRIX, its
subsidiaries or affiliates, whether or not related to his specific work at
IDCENTRIX. Confidential Information includes, but is not limited to, all
information related to any aspect of IDCENTRIX’ business which is either
information not known by actual or potential competitors of IDCENTRIX or is
proprietary information of IDCENTRIX, whether of a technical nature or
otherwise. Confidential Information includes Inventions (as defined in Section
15.2), know-how, data, financial information and forecasts, product plans,
marketing plans and strategies, and customer lists. Information shall be
considered to be Confidential Information if not known by the trade generally,
even though such information has been disclosed to one or more third parties
pursuant to distribution agreements, joint research agreements or agreements
entered into by IDCENTRIX or any of its affiliates. For the purposes of this
Agreement, information shall not be considered confidential to the extent that
such information is or becomes, through no fault of CONSULTANT, part of the
public domain, or such information is lawfully furnished to CONSULTANT by a
third party without restriction or disclosure.
15.2
"Inventions" shall mean any and
all
inventions, concepts, ideas, designs, trade secrets, works of authorship,
developmental or experimental work, processes, techniques, and improvements.
16.
Indemnification.
IDCENTRIX shall defend, indemnify and hold harmless CONSULTANT from and against
any liability, damages, fees, expenses and costs resulting from third party
claims, demands and lawsuits (each a “Claim”) that become payable or are paid by
CONSULTANT to third parties to the extent resulting from CONSULTANT’s
performance of the Services on behalf of IDCENTRIX in furtherance of this
Agreement. CONSULTANT shall promptly notify IDCENTRIX of any Claim and shall
not
settle any Claim without IDCENTRIX’ advance written consent. CONSULTANT shall
have the right at his own expense to participate in the defense of any Claim
with counsel of his choice, however, IDCENTRIX shall maintain control over
the
defense of any and all Claims. The foregoing obligations of IDCENTRIX do not
apply with respect to any Claim that arises out of any activities of CONSULTANT
outside the scope of the Services and this Agreement or otherwise arise out
of
CONSULTANT’s own negligent or other unlawful acts and omissions.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
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CONSULTANT:
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IDCENTRIX
INCORPORATED
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 |
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Xxxx
Xxxxxxx,
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By
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doing
business at eID
Security
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Name:
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Title:
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SCHEDULE
A
1.
Term
of Consulting Period:
October
29, 2007 to January 31, 2008, unless terminated as provided in the Agreement
or
changed in writing by both parties.
2.
Duties
of CONSULTANT:
Work
with
iDcentrix CEO to develop Sales and Marketing plans for the Company, and begin
promoting and selling iDcentrix products. Within the first two weeks agree
with
iDcentrix CEO on a work plan and travel schedule. Work plan to include:
Review,
improve and finalize current 3 yr sales & marketing plan by developing a
top-down competitive & market assessment, by geography/country and by
application (government issued vs. commercial)
·
Develop
list of key prospect customers and preliminary travel agenda
·
Develop list of technology
partnerships allowing iDcentrix to offer a complete & card issuance solution
· Develop
preliminary travel schedule to
prospect customers/partners
· Review/build
pricing/lifecycle cost
models – value proposition
·
Set up adversarial product (card)
testing – (subcontract)
3.
Number
of hours of consulting during the Consulting Period:
Full-time
work (40 hours minimum per week) for three months.
4.
Consulting fees:
$4000
per
week ($800 per day) payable upon monthly invoice IDCENTRIX shall reimburse
CONSULTANT for all reasonable out-of-pocket expenses related to this Statement
of Work, incurred by CONSULTANT, with the understanding that CONSULTANT will
follow travel and expense guidelines.
