CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement (the "Agreement") is entered into as of
the 15th day of August, 2001, between Xxxxx X XxXxxxxx, an individual
(hereinafter the "Contractor") and Aurora Wireless, Inc. (hereinafter "AWI").
HEREINAFTER, Contractor and AWI are referred to collectively as "Parties" and
singularly as "Party"
Now, therefore, the parties hereto agree as follows:
1. Scope of Contract: The Contractor agrees to perform for AWI, effective
immediately, a consulting service consisting of managing and implementing
ongoing IT services work performed for AWI clients (the "Services").
2. Term: This Agreement commences upon execution and shall remain in effect
for the term of one (1) year, unless terminated earlier. At the end of each
annual period, unless a party to this Agreement gives 30 day advance
notification of cancellation, this Agreement shall renew for a successive
one-year period. No Party may amend or change this Agreement without the
consent of the other Party.
3. Compensation: Contractor shall be provided compensation equal to 80% of
the actual hours of labor rendered on behalf of AWI clients and actually
invoiced to such client ("Billable Services"). Contractor shall prepare
billing information to include detailed accounts of all Billable Services and
all materials used in performing the Billable Services. Contractor shall not
be compensated for Services that are not Billable Services. Contractor shall
not be eligible for compensation until all Accounts Payable have been paid.
Prior to such payment of the Accounts Payable, Contractor agrees to perform
such Billable Services as may be necessary to fully pay all such Accounts
Payable.
4. Relationship Between Parties: The relationship between AWI and
Contractor during the period of this Agreement shall be that of independent
contractors. In performing the services under this Agreement, both Parties
shall operate and have the status of independent contractors, Neither Party
shall have the authority to enter into any contract binding the other Party,
or create any obligations on the part of the other Party, except as may be
specifically authorized by the other Party. Contractor will be responsible
for determining the means and the methods for performing the services
described in this Agreement.
5. Professional Responsibilities: Nothing in this Agreement shall be
construed to interfere with or otherwise affect the rendering of services by
the Parties in accordance with their independent and professional judgment.
Both parties shall perform its services in a good and workmanlike manner and
in accordance with generally accepted practices.
6. Notices: Notices related to this Agreement shall be in writing, and
shall be made by overnight delivery, or first class mail.
7. Disputes: Any controversy or claim arising out of or relating to this
contract, or the breach thereof, shall be settled in the Court of Common
Pleas, Chester County, Pennsylvania.
8. Headings: The subject headings of the paragraphs of this Agreement are
included for convenience only, and shall not affect the construction or
interpretation of any of the provisions of this Agreement.
9. Waiver: No waiver of any of the provisions of this Agreement shall be
deemed, or shall constitute, a waiver of any other provision hereof nor shall
such waiver constitute a continuing waiver and no waiver shall be binding
unless executed in writing by the party making the waiver. Neither party's
continued performance under this Agreement following a breach hereof or
default hereunder by the other party shall be deemed a waiver of such breach
or default.
10. Parties In Interest: Neither party hereto may assign or transfer its
duties or obligations under this agreement without the prior written consent
of the other party hereto, which consent will not be unreasonably withheld.
Nothing in this Agreement whether expressed or implied, is intended to confer
upon any person other than the parties hereto and their respective successors
and permitted assigns, any right or remedy under or by reason of this
Agreement. All of the terms and provisions of this Agreement shall be binding
upon, and inure to the benefit of, and be enforceable by the respective
successors and permitted assigns of Contractor and AWI. There are no intended
third party beneficiaries.
11. Attorneys' Fees, Expenses and Costs: Any reasonable attorneys fees and
expenses reasonably incurred by either party in enforcing its rights under
this Agreement against the other party in accordance with this Agreement
shall be awarded to the prevailing party, and shall be paid by the defaulting
party.
12. Severability: If any provision of this Agreement shall be declared
invalid, by statute or otherwise, then such provision shall be deemed
automatically adjusted to conform with the requirements for validity declared
at that time and, as so adjusted, shall be deemed a provision of this
Agreement as if originally included herein. In the event the provision
invalidated cannot be so adjusted, the provision shall be deemed deleted from
this Agreement as though the provision had never been included herein. In
either case, the remaining provisions of this Agreement shall not be affected
thereby.
13. Force Majeure: No party to this Agreement shall be liable for damages
arising from a delay in performance, or a failure to perform caused by an
accidents, fire, labor dispute, strike, riot, war, governmental regulation,
acts of God or other causes over which the party has no control, or which the
other party could not have been reasonably expected to avoid.
14. Execution by Counterparts: This Agreement maybe executed in
counterparts, each copy of which, when executed and delivered shall be an
original, but all of the copies shall together constitute one and the same
instrument. Telecopier transmission of an executed counterpart to the
remaining parties shall be sufficient to fully bind the parties whose
signatures are set forth on the transmission of said counterpart.
15. Jurisdiction: It is agreed by the parties that this Agreement shall be
governed by the laws of the Commonwealth of Pennsylvania.
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
Xxxxx X. XxXxxxxx Aurora Wireless, Inc.
Name: Xxxxx X. XxXxxxxx Xxxxxxx X. Xxxxxxxxxx
Signature_______________ Signature_______________
Date 8/15/01 Date 8/15/01
