EXHIBIT 4.13
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is effective as of April 1, 1999 (the
"Effective Date"), by and between SGI International, a Utah corporation ("SGI")
and Xxxxx Xxxxxxxxxx ("Consultant").
1. Performance by Consultant.
Consultant agrees to provide certain corporate communication services (the
"Services") to SGI relating to strategic planning, political consulting, tax
issues, or other services requested by SGI. The Services shall also include, but
not be limited to, advice, assistance, and information supplied by Consultant,
or developed with the use of any of Consultant's information, equipment,
personnel, goods or facilities.
2. Payment for Services.
Consulting Fee. SGI agrees to pay Consultant for the Services in an amount of
_________ shares of SGI restricted stock under warrant as consideration for the
period January 1, 1999, through June 30, 1999, with a strike price of $_____ in
the form attached hereto. SGI shall include the stock underlying such warrant in
the next Registration Statement that it files, providing there is no limitation
or restriction that would preclude it from doing so.
3. Personal Service Contract.
SGI and Consultant agree that the Services will be performed personally by
Consultant. If the Services are not performed by Consultant, then SGI has the
right to terminate this Agreement immediately.
4. Term.
This Agreement shall be effective and shall continue for a period from the
Effective Date through September 30, 1999. This Agreement may be terminated at
anytime by SGI by its providing five (5) days advance written notice of
termination.
5. Confidentially and Disclosure.
a. Disclosure. Consultant desires to have Technical Information (as defined
below) disclosed to him to enable him to render the Services to SGI, including
but not limited to, the following: evaluation and development of SGI's
strategic business directions, and may include information on SGI's technology
developments (The "Technical Information") on the following understanding:
For the purpose of the Agreement:
The term "Technical Information" shall not include any information which:
(i) is "publicly available" information. The phrase "publicly available"
information shall mean readily accessible to the public in written publication,
and shall not include information which is only available by a substantial
searching of the published literature, and information the substance of which
must be pieced together from a number of different publications and sources;
(ii) is known to Consultant from sources other than SGI or its Affiliates prior
to the receipt of the same hereunder from SGI or its Affiliates;
(iii) is received by Consultant without restriction on disclosure from a third
party who is legally in possession of such information and has a right to
reveal the same to Consultant.
(iv) "Affiliate(s)" of SGI shall mean any person or entity directly or
indirectly controlling, controlled by or under common control with SGI.
(v) "Developments" shall mean and include inventions, discoveries,
modifications, and improvements, whether patentable or not, together with the
physical embodiment of the same whether copyrightable or not, related to SGI's
business.
Notwithstanding anything herein to the contrary in this Agreement, Consultant
shall have the right to use general skills and capabilities developed as a
result of his performance of Services for his own benefit or the benefit of
others subject to the obligation of Consultant set forth hereinafter.
b. Confidentiality. Consultant agrees to hold the Technical Information in
confidence and not to reproduce or disclose it to others nor to use it except
as herein authorized in writing or as may later be authorized in writing by SGI.
c. Usage. Both parties agree that the Consultant may use such Technical
Information in connection with, but only in connection with, providing Services
to SGI.
6. Termination.
This Agreement shall be effective on the Effective Date and continue in full
force and effect until terminated in writing by either party.
7. Independent Contractor.
Consultant is and at all times during the term of this Agreement shall be an
independent contractor providing professional consulting services to SGI.
Nothing contained in this Agreement shall be construed to create a relationship
of principal and agent, employer and employee, servant and master, partnership
or joint venture between the parties. Consultant shall have no power to commit
or bind SGI in any manner whatsoever.
8. Notices.
Any and all notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given or received when delivered personally or
forty-eight (48) hours after being mailed, via first class, postage prepaid, to
the addresses set forth immediately below of the parties hereto or to such other
addresses as either of the parties hereto from time to time designate in writing
to the other party.
SGI: Consultant:
SGI International Xxxxx Xxxxxxxxxx
0000 Xxxxxxxx, Xxxxx 000 504 Retaheim Way
La Jolla, CA 90037 Xx Xxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx
9. Applicable Law.
The provisions of this Agreement shall be construed and enforced in accordance
with the laws of the State of California.
10. Entire Agreement and Amendments.
This Agreement constitutes the entire understanding and agreement between the
parties relating to the subject matter hereof and supersedes any prior written
or oral understanding or agreement between the parties. This Agreement shall not
be amended, altered, or supplemented in any way except by an instrument in
writing, signed by the duly authorized representative of the parties, that
expressly references this Agreement.
11. Waivers.
The failure or delay of either party to exercise or enforce at any time any of
the provisions of this Agreement shall not constitute or be deemed a waiver of
that party's right thereafter to enforce each and every provision of the
Agreement and shall not otherwise affect the validity of this Agreement.
12. Severability.
If any provision of this Agreement is finally determined to be contrary to,
prohibited by, or invalid under applicable laws or regulations, such provision
shall become inapplicable and shall be deemed omitted from this Agreement. Such
determination shall not, however, in any way invalidate the remaining provisions
of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and in
the year first above written.
SGI Consultant
SGI International
a Utah Corporation
By: /s/ XXXXXX X. XXXXXX By: /s/ XXXXX XXXXXXXXXX
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Xxxxxx X. Xxxxxx Xxxxx Xxxxxxxxxx
