EXHIBIT 10.12
CONSULTING AGREEMENT
THIS AGREEMENT is entered into on October 18, 1999, by and between Xx.
Xxxxxxx X. Xxxxxx, Chairman of the Board of Wireless, Inc. and Managing Director
of Crossroads Venture Capital ("CONSULTANT") and WIRELESS, INC. ("Wireless"), a
Delaware corporation having a principal place of business at 0000 Xxxxx Xxxx
Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000.
WHEREAS, Wireless is in the business of developing manufacturing and
marketing of high speed, wireless, point-to-point and point-to-multipoint
telecommunications access equipment and has developed certain products and has
acquired marketing, technical business, trade secret and other information
regarding said products (hereinafter "PROPRIETARY INFORMATION"), which products
and proprietary information it wishes to maintain in confidence.
WHEREAS, Wireless is desirous of consulting with CONSULTANT in the field of
business development, strategic partnership and marketing and selling strategies
of its products and CONSULTANT is desirous of serving as a consultant with
Wireless with respect thereto.
NOW, THEREFORE, in consideration of the compensation to be received by
CONSULTANT during the term of consulting, they agree that the following terms
and considerations shall govern their consulting relationship with Wireless in
regard to inventions and discoveries, works of authorship and proprietary
information and trade secrets:
1. INVENTIONS AND DISCOVERIES
CONSULTANT agrees that all inventions and discoveries, whether
patentable or unpatentable which are conceived or made by the
CONSULTANT during his term of chairmanship with Wireless and
consulting, either solely or jointly with others, and which relate in
any way to the products or business of Wireless, shall belong to
Wireless.
2. COOPERATION
CONSULTANT further agrees that without any further remuneration, they
will do any and all of the following acts at the request and expense
of Wireless.
A. execute any assignments to Wireless or its nominee of the entire
right, title, and interest in and to any such works or invention
and authorship.
B. Execute any other proper instruments or documents necessary or
desirable in applying for and obtaining patents for such
inventions and registration of copyrights on such works of
authorship in the U.S. and foreign countries.
3. PROPRIETARY INFORMATION AND TRADE SECRETS
CONSULTANT understands this agreement reflects a relationship of trust
and confidence between CONSULTANT and Wireless with respect to
PROPRIETARY INFORMATION. CONSULTANT agrees they will retain
in confidence any and all such information belonging to Wireless
whether developed by CONSULTANT or Wireless which may come into their
possession during their term of consulting.
4. MISCELLANEOUS
A. CONSULTANT understands that this Agreement may not be changed or
terminated orally, and no change, termination or waiver of any of
the provisions hereof will be binding unless in writing and signed
by an officer of Wireless.
B. Nothing in this Agreement shall be construed as making CONSULTANT an
employee of Wireless or any agent of Wireless for any purpose.
CONSULTANT is and shall remain an independent contractor.
C. The compensation to be paid to CONSULTANT, a detailed description
of the scope of work to be performed by CONSULTANT and other
terms of the consulting relationship of CONSULTANT to Wireless
are set forth in the separate Agreement executed by the parties
and attached hereto as Exhibit A.
D. This Agreement will be governed by the laws of the State of
Delaware.
E. ARBITRATION Any and all disputes relating to this Agreement, its
interpretation and/or its breach shall be settled by arbitration by a
single independent arbitrator, in Santa Clara, California or its
immediate environs, in accordance with the then current rules of
the American Arbitration Association, and judgment upon the award
entered by the arbitrator may be entered in any court having
jurisdiction hereof.
CONSULTANT
BY: /s/ XXXXXXX X. XXXXXX
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Wireless, Inc.
BY: /s/ XXXXXXX XXX
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TITLE: Chief Financial Officer
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APPENDIX A
SCOPE
CONSULTANT will assist Wireless, Inc. to formulate plans for new business
development, strategic partnership and marketing and selling strategies of its
products under its CEO and Board of Directors.
TIMING
The term of the Consulting Agreement is effective for a period of 12 months from
the date of this Agreement or until the completion of the Company's initial
public offering.
This Agreement may also be terminated at the mutual agreement of the parties.
PAYMENT
The consulting fee is $15,000 per month payable on the beginning of each
month. In addition, Wireless will reimburse the Consultant for any
out-of-pocket expenses including travel and any other incidentals. Wireless
will also reimburse CONSULTANT for costs associated with an office facility
maintained for the CONSULTANT's use for the period through December 31, 2000.
