EXHIBIT 10.20
CONSULTING AGREEMENT DATED AS OF APRIL 16, 1997 WITH GEN. XXXXXX XXXXX
AGREEMENT
Between Xxxxxx Xxxxx, Social Security Number ###-##-####, ( "Consultant"), an
individual with an office at Alexandria, VA, and e-Net, Inc. ("e-Net"), a
Delaware corporation located at 00000 Xxxxxxxxxxx Xx., Xxx.000, Xxxxxxxxxx, XX
00000, WHEREAS, e-Net is desirous of acquiring certain services generally
offered by Consultant, and WHEREAS, Consultant wishes to provide services to
e-Net, NOW, THEREFORE, in consideration hereof, the parties agree as follows :
1.0 STATEMENT OF WORK
Consultant will provide consulting services to e-Net. These services will
require Consultant to spend approximately 5 hours on behalf of e-Net. A portion
of these hours will require Consultant to be present at the offices of e-Net.
Consultant shall perform services as directed by Xxxxxx Xxxxxx, CEO of e-Net.
2.0 PRICE AND PAYMENT
In consideration for the services performed, e-Net agrees to pay one thousand
dollars ($1000.00) as a fixed monthly fee. This base fee is payable whether or
not any hours are worked as consideration for the engagement of Consultant.
All amounts hereunder shall be paid monthly.
3.0 TAXES
Consultant is obligated to pay all federal, state, local or governmental taxes,
relating hereto.
4.0 NONDISCLOSURE AND NONCIRCUMVENTION
The parties hereto may disclose certain information to one another that the
owner of such information deems confidential. The parties agree to limit
disclosure of such information in accordance with this clause. As used herein,
confidential information shall mean any information and data, whether oral or in
writing, of a confidential nature, including but not limited to proprietary
technical, financial, marketing, operation, performance information, software,
costs, profit margins, bidding information, know how, business pricing policies,
programs, data systems, inventions, discoveries, trade secrets, or information
relating to clients' past, present, or future, or to any research, development
or business activities.
The parties agree that the party receiving confidential information understands
that such confidential information is regarded by the disclosing party as
valuable and agrees to hold such information in confidence and protect it from
dissemination to and use by unauthorized persons. In the absence of the
disclosing party's written consent, the receiving party shall not publish,
reproduce, or disclose such information, in whole or in part, to any third
party, nor induce any other person to use any of the designated confidential
information. Confidential information is to be designated by the providing party
by placing "e-Net Confidential" on any written information provided which is not
to be disclosed.
The party receiving the confidential information agrees that it shall neither
use this information nor circulate it within its own organization except to the
extent necessary for: (a) evaluation of the parties' technical capabilities and
products; and (b) any other purpose the disclosing party may hereafter authorize
in writing consistent with the purpose of this Agreement.
The party receiving confidential information agrees that it shall use the same
degree of care employed by it in safeguarding its own confidential information
as well as that of others.
Neither party shall be liable for the inadvertent or accidental disclosure of
confidential information provided such party has exercised the required standard
of care and further provided that the receiving party has taken all necessary
and appropriate precautions to insure that its employees comply with the terms
of this Agreement. In the event confidential information is inadvertently or
accidentally disclosed, the responsible party shall notify the other in writing
and shall take all necessary precautions to avoid further dissemination of the
disclosed information as well as precautions to prevent further disclosure.
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This agreement of the parties to hold confidential information of the other
party in confidence shall impose no obligation upon the receiving party with
respect to any portion of the received confidential information which:
i. is now or hereafter becomes publicly known or available through no act
or omission on the part of the receiving party;
ii. is known to the receiving party at the time of the receipt of such
confidential information;
iii. has been or is hereafter furnished by the disclosing party to a third
party without restriction on disclosure;
iv. has been or is hereafter furnished to the receiving party by a third
party who has obtained such confidential information without
restriction on disclosure;
v. has been or is hereafter disclosed pursuant to the requirement of any
Government entity; or
vi. has been or is hereafter independently developed by the receiving
party or a third party.
The rights and obligations of both parties under the terms of this clause shall
continue in force for a period of five (5) years after the effective date of
this Agreement.
All aspects of e-Net products including, without limitation, programs and their
interaction and unique programming techniques employed therein as well as
documentation, copyrights, trade secrets, patents and other intellectual
property rights related to e-Net products, shall remain the sole and exclusive
property of e-Net and its assignors, and shall not be sold, revealed, disclosed
or otherwise communicated, directly or indirectly, by Consultant to any person,
company or institution other than as set forth by the e-Net in writing. All work
product of Consultant hereunder, as well as any related or derived products,
ideas, items, or output of any kind, is the sole and exclusive property of
e-Net.
Consultant agrees not to disclose the terms of this Agreement to any other party
without the consent of e-Net. Consultant agrees not to broker nor to otherwise
circumvent the express meaning or intent of this agreement.
5.0 INDEPENDENT CONTRACTORS
It is expressly agreed that the parties are acting hereunder as independent
contractors, and under no circumstances shall any of the employees of one party
be deemed the employees of the other for any purpose. This Agreement shall not
be construed as authority for either party to act for the other party in an
agency or other capacity, or to make commitments of any kind for the account of
or on the behalf of the other.
6.0 TERM AND TERMINATION
Either party may terminate this Agreement at any time for any reason. Such
termination shall have no effect on the continuing obligation of both parties
with regard to 4.0.
7.0 EXPENSES
Consultant shall be allowed to obtain reimbursement for expenses, if such
expenses are reasonable and approved by e-Net in advance.
8.0 GENERAL PROVISIONS
This agreement is subject to the law of the state of Delaware, venue for
disputes Xxxxxxxxxx County, Maryland. Neither party will be liable to the other
for any indirect or consequential damages relating to or arising out of this
agreement. Each party agrees to indemnify and hold harmless the other party for
any damage a party suffers as a result of the negligence or intentional wrongful
act of a party. Each party agrees that it is responsible for full compliance
with all applicable law. Notices required under this agreement shall be provided
to each other at their respective principal addresses, which are acknowledged as
known to each other. A party may not assign this agreement or any portion
thereof without the approval of the other party. Made this 16th day of April,
1997, between the authorized representatives of e-Net and Consultant.
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e-Net Consultant
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