EXHIBIT 10.3
CONSULTING AGREEMENT
This CONSULTING AGREEMENT is made as of November 1, 2002, between Xxxxx
Holdings, Inc., a California corporation, DBA Xxxxx Communications (the
"Consultant") and Skyframes, Inc., a Delaware corporation (the "Company").
W I T N E S S E T H
WHEREAS, the Consultant has provided valuable technical services to the
Company, and
WHEREAS, the Consultant is willing to continue to render such services to
the Company for the compensation noted herein.
NOW THEREFORE, in consideration for such services, and other mutual
promises and covenants herein contained, it is agreed as follows:
SECTION 1 DUTIES. The Consultant will provide equipment and technical
services to the Company. This service and equipment shall include the following:
- 01-3.7-Meter Ku-Band Linear Antenna with 2-Port Cros-Pol Feed
- 01-Non-Penetrating load Frame
- 01-PLL Low Noise Block Converter (non-redundant)
- 01-Ku-Band Upconverter, 70 MHz IF (non-redundant)
- 01-16 watt or better Ku-Band Amplifier (non-redundant)
- 01-DVB Modulator (non-redundant)
- Lot-IF Cabling
- Misc. Passive and Active Devices
- Support or Service of these electronics is on a "Next Business Day" or
"Best Effort" basis
SECTION 2 TERM. The term of this agreement shall commence on February 1,
2002 and terminate on January 31, 2004.
SECTION 3 COMPENSATION. As and for compensation for Consultant's services to be
rendered by him during the term of this agreement, Consultant shall be paid not
less than the sum of $36,000.00. In order to accomplish said payment, Company
shall forthwith issue to Consultant 35,000 shares of the Company's common stock.
Thereafter, and at the end of each three month period (April 30, 2003, July 31,
2003 and October 31, 2003 January 31, 2004) Consultant may sell, but is not
required to sell, not more than $9,000.00 worth of his shares. At the end of
this agreement, if consultant has not received at least $36,000.00, net before
taxes, from the sale of the above issued shares of common stock, then
Consultant, at his election, shall have the following options:
1. Return any unsold stock to the company, at which time the Company will be
required to immediately pay to consultant the sum of $36,000.00 less a credit
for the net proceeds of sale, before taxes, received by Consultant from the sale
of any of the aforesaid 35,000 shares; or
2. As expeditiously as possible sell any unsold stock, and apply the net
proceeds of sale, before taxes, against any unpaid balance of $36,000.00
compensation required here under. At the time, Company will be required to
immediately pay to consultant the sum of $36,000.00 less a credit for the net
proceeds of sale, before taxes received by Consultant from the sale of any of
the aforesaid 35,000 shares; or
3. Accept the unsold shares as satisfaction in full for any balance
remaining on the $36,000.00 compensation required hereunder.
SECTION 4 RELATIONSHIP OF PARTIES. This agreement shall not constitute an
employer-employee relationship. It is the intention of each party that
Consultant shall be an independent contractor and not an employee of Company.
Subject to the express provisions herein, the manner and means utilized by
Consultant in the performance of Consultant's services hereunder shall be under
the sole control of Consultant. All compensation paid to Consultant hereunder
shall constitute earnings to Consultant from self-employment income. Company
shall not withhold any amounts therefrom as federal or state income tax
withholding from wages or as employee contributions under the Federal Insurance
Contributions Act (Social Security) or any similar federal or state law
applicable to employers and employees.
SECTION 5 DISCLOSURE OF INFORMATION. Consultant agrees not at any time (during
or after the term of this Agreement) to disclose or use, except in pursuit of
the business of Company or of any affiliate of Company, any Proprietary
Information of Company, or of any affiliate of Company, acquired during the term
of this Agreement. For purposes of this Agreement the phrase "Proprietary
Information" means all information which is known or intended to be known only
to Consultant or employees of Company, except in pursuit of the business of
Company, any document, record or other information of Company, or others in a
confidential relationship with Company, and relates to specific business matters
such as patents, patent applications, trade secrets, secret processes,
proprietary know-how information relating to Company's business, and identity of
suppliers or customers or accounting procedures of Company, or relates to other
business of Company, Consultant agrees not to remove from the premises of
Company, except in pursuit of the business of Company, or of any affiliate of
Company, any document, record or other information of Company. Consultant
recognizes that all such documents, records or other information, whether
developed by Consultant or by someone else for Company, are the exclusive
property of Company.
SECTION 6 PROPRIETARY INFORMATION OF OTHERS. Consultant acknowledges that from
time to time Company may do business with suppliers or customers who will supply
Company with information of a confidential nature, and that Company may have a
contractural obligation to preserve the confidential nature of any such
information. Consultant agrees to treat any information received from suppliers
or customers as confidential, and as if it were the Proprietary Information of
Company, unless advised otherwise by an officer of Company.
SECTION 7 REMEDIES. In addition to any other remedies with Company may have by
virtue of this Agreement, Consultant agrees that in the event a breach of the
obligations of confidence under this Agreement are threatened, Company shall be
entitled to obtain a temporary restraining order and preliminary injunction
against Consultant to restrain any breach of confidence or covenant not to
compete under this Agreement.
SECTION 8 MISCELLANEOUS. No waiver of any breach or default of this Agreement
by Consultant shall be considered to be a waiver of any other breach or default
of this Agreement. Should any litigation be commenced between Consultant and
Company for such breach, the party prevailing in such litigation shall be
entitled, in addition to such other relief that may be granted, to a reasonable
sum as and for their or his or its attorney's fees and costs in such litigation.
Every provision of this Agreement is intended to be severable. If any term or
provision hereof is determined to be illegal or invalid for any reason
whatsoever, said illegibility or invalidity shall not affect the validity of the
remainder of this Agreement. The interpreiation of this Agreement shall be
governed by the local law of the State of California, and Company and Consultant
hereby consent to the jurisdiction of Orange County, California Superior Court.
This Agreement contains the entire agreement between the parties hereto with
respect to the subject matter thereof. This Agreement shall inure to the benefit
of the Company, its successors and assigns.
SECTION 9 ATTORNEY'S FEES. If there is a dispute between Xxxxx Holdings Inc.
and Skyframes regarding this agreement, or if one party has to file suit to
enforce any provision of this agreement, the prevailing party (as determined by
the court) will be entitled to their reasonable attorney's fees.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
SKYFRAMES, INC.
By:
----------------------------------------------------
Its:
----------------------------------------------------
CONSULTANT
By:
----------------------------------------------------
Name: Xxxxxxx Xxxxx, President
Company: Xxxxx Holdings Inc. DBA Xxxxx Communications
Address: 00000 Xx Xxxx Xx.
Xxxxxxxx, XX 00000
XX Xxx 0000
Xxxxxxxx, XX 00000
Tax ID: 00-0000000
