CONSULTING AGREEMENT
This
Consulting Agreement (“Agreement”)
is
between China
Printing, Inc.
(“CHPI”),
and
Xxxxx Xxxxx having a place of business as set forth below (“Contributor”).
This
Agreement is effective as of August 5, 2005 (the “Effective
Date”).
Whereas
CHPI and
Contributor desire to create a consulting relationship in connection with
certain services to be provided by Contributor to CHPI, as described below,
the
parties agree as follows:
1. Work
and Compensation.
Contributor agrees to perform the work set forth in Exhibit
A
(“Statement
of Work”)
and to
provide any work product resulting therefrom to CHPI. Contributor will be
paid
compensation in the amount and at the times set forth in Exhibit
B,
subject
to timely submission of any deliverables in accordance with the schedule
in the
applicable Statement of Work. Unless other terms are set forth in Exhibit
B,
CHPI
will pay Contributor for services immediately upon receipt of Contributor’s
detailed invoice. Contributor will provide CHPI with reasonable documentation
and work description in connection with Contributor’s invoices, as requested by
CHPI.
2. Term.
2.1 Completion
of Services. This
Agreement will become effective on the Effective Date and will continue in
effect until completion of the Statement of Work as set forth in Exhibit
A
or any
subsequent Statements of Work as set forth in Section 2.2, unless terminated
earlier as set forth in Section 7.1.
2.2 Subsequent
Statements of Work.
Contributor and CHPI may from time to time execute subsequent Statements
of Work
in the form of Exhibit
D,
each of
which will be deemed to be part of this Agreement upon the earlier of (a)
the
date of mutual execution of the subsequent Statement of Work or (b) the date
when Contributor commences any work described on a subsequent Statement of
Work
that has been duly executed by CHPI. To the extent any terms set forth on
any
subsequent Statement of Work conflict with the terms of this Agreement, the
terms on the Statement of Work will prevail, but only with respect to the
subject work described therein.
3. Responsibilities.
Contributor will perform and promptly complete the Statement of Work set
forth
in Exhibit
A
in a
professional and timely manner consistent with industry standards at a location,
place and time that Contributor deems appropriate. Contributor, in its sole
discretion, will determine the manner, method, details and means of performing
work under a Statement of Work. Except as otherwise indicated on Exhibit
B
attached hereto, Contributor will provide its own equipment, tools, and other
materials at its own expense in performing work under the Statement of Work.
3.1 Acceptance
or Rejection of Work.
Upon
Contributor’s submission of the work product, CHPI will, in its sole discretion,
accept or reject all or part of the work product or return it to Contributor
with suggested changes. Contributor acknowledges that if the unaccepted portion
of the work product contains any Confidential Information or CHPI Materials,
then CHPI will retain sole and exclusive ownership of such property, and
Contributor will either return the unaccepted work product to CHPI or provide
CHPI with satisfactory evidence that the unaccepted work product has been
destroyed.
3.2 Modification
of Work Product.
If CHPI
requires a change to the work product, it will notify Contributor of the
requested change and the due date for resubmitting the revised work product.
CHPI may accept or reject all or part of the corrected work product at its
sole
discretion. CHPI will have no obligation to return any accepted work product
to
Contributor. CHPI has the right to edit or adapt any work product in any
manner,
including, without limitation, with respect to its form, medium, format,
delivery mechanism or content as CHPI deems appropriate. Contributor agrees
to
provide CHPI with the information and know-how necessary for CHPI to edit
or
adapt the work product, at no additional cost to CHPI, and will cooperate
with
CHPI in any such editing or adaptation. If the work product is an article
or
other written piece, Contributor agrees to provide to CHPI with the work
product, a written bibliography and list of sources contacted in the process
of
researching and preparing such work product and include captions and pull
quotes
where appropriate.
4. Ownership
of Property.
4.1 Works
Assigned to CHPI.
Contributor will promptly make full disclosure to CHPI, will provide and
deliver
to CHPI, will hold in trust for the sole right and benefit of CHPI, and will
assign, and does hereby assign, to CHPI all Contributor’s right, title and
interest in and to any and all inventions, original works of authorship,
developments, designs, improvements, trade secrets and other work product
related to any Statements of Work, including tangible embodiments thereof,
which
Contributor may solely or jointly conceive, develop, make or reduce to practice,
at any time during the term of this Agreement, together with all patent,
copyright, trademark and other rights, including tangible embodiments thereof,
that Contributor has or may acquire in all countries arising in performance
of
any Statement of Work (collectively, the “Works”).
4.2 Intellectual
Property Rights Registration. Contributor
agrees to assist CHPI in every lawful way to obtain, prepare and prosecute
applications for letters patent, trademark, mask work and copyright
registrations covering the Works assigned hereunder to CHPI, in order to
perfect
CHPI’s title to the Works, and to protect and enforce CHPI’s rights in the Works
in the U.S. or foreign countries, including promptly executing additional
separate assignment(s) for any of the Works, whenever requested by CHPI.
Such
obligations will continue beyond the completion of the Statement of Work
and
beyond the termination of this Agreement, but CHPI will compensate Contributor
at a reasonable rate for time actually spent by Contributor at CHPI’s request on
such assistance after such termination. If CHPI is unable for any reason
to
secure Contributor’s signature to apply for or to pursue any application for any
U.S. or foreign letters patent, trademark, mask work or copyright registrations
covering Work assigned to CHPI, then Contributor hereby irrevocably designates
and appoints CHPI and its duly authorized officers and agents as Contributor’s
agent and attorney-in-fact, to act for and in Contributor’s behalf and stead to
execute and file any such application and to do all other lawfully permitted
acts to further the prosecution and issuance of letters patent, trademark,
copyright or mask work registrations with the same legal force and effect
as if
executed by Contributor.
4.3 Other
Rights.
If
Contributor has any rights to any Works that cannot be assigned to CHPI,
Contributor unconditionally and irrevocably waives the enforcement of such
rights, and all claims and causes of action of any kind against CHPI with
respect to such rights, and agrees, at CHPI’s request and expense, to consent to
and join in any action to enforce such rights. If Contributor has any right
to
any Works that cannot be assigned to CHPI or waived by Contributor, Contributor
unconditionally grants to CHPI during the term of such rights, an exclusive,
irrevocable, perpetual, worldwide, fully paid and royalty-free license, with
rights to sublicense through multiple levels of sublicensees, to reproduce,
create derivative works of, distribute, publicly perform and publicly display
by
all means now known or later developed, such rights and tangible embodiments
thereof.
4.4 Exceptions
to Assignments.
Contributor understands that the provisions of this Agreement requiring
assignment to CHPI do not apply to any invention as to which Contributor
can
prove the following: (a) no equipment, supplies, facility or trade secret
of
CHPI was used in its development and (b) it does not relate to the Statement
of
Work or to CHPI’s actual or demonstrably anticipated research and development,
and does not result from any work performed by Contributor for CHPI. Contributor
will advise CHPI promptly in writing of the existence and general nature
of (but
not any confidential subject matter of) any inventions that Contributor believes
meet the criteria in this Section 4.4, and if so requested, the subject matter
of the invention and all evidence necessary to substantiate such belief.
5. Representations
and Warranties. Contributor
hereby represents and warrants with respect to each Work that (a) the Work
is an
original work of Contributor or that Contributor has obtained all rights
necessary to use it in performance under this Agreement; (b) to the best
of
Contributor’s knowledge, neither the Work nor any element thereof will infringe
any applicable intellectual property rights (including, without limitation,
copyrights, trademarks, trade secrets, moral rights, contract and licensing
rights) of any third party; (c) Contributor has full right and power to enter
into and perform the Statement of Work under this Agreement without the consent
of any third party; (d) by assignment of the Work (or pursuant to Section
4),
CHPI obtains all rights necessary to use and exploit the Work for use on
or in
connection with CHPI’s products and services or promotion or marketing of such
products or services; (e) except as disclosed by Contributor to CHPI, the
Work
has not been previously published, broadcast or otherwise distributed elsewhere
in whole or in part by the Contributor; (f) the Work does not violate any
right
of privacy or publicity of any person, whether contractual, statutory, common
law or otherwise; and (g) the Work does not contain any libel or slander
of any
person, thing, or enterprise. If Contributor uses third parties to create
any
products or to perform any services related to the Work, then Contributor
represents and warrants that Contributor has (I) obtained all of the necessary
rights to the Work from all such third parties to the same extent as warranted
above and (II) caused such third parties to enter into confidentiality
agreements that contain the same language as contained in this Agreement
with
respect to protecting CHPI’s Confidential Information.
6. Indemnification. Contributor
will indemnify and hold harmless CHPI, its parents, stockholders, officers,
directors, employees, sub-licensees, customers and agents (collectively the
“Indemnified
Parties”)
from
any and all claims, losses, liabilities, damages, expenses and costs (including
attorneys’ fees and court costs) that result from a breach of any representation
or warranty of Contributor (a “Claim”)
set
forth in Section 5 of this Agreement, except to the extent that such Claim
is
directly and entirely attributable to material that CHPI provided to the
Contributor for performance of a Statement of Work.
| 7. |
Termination.
|
7.1 Termination.
This
Agreement may be terminated by CHPI with or without cause, effective upon
delivery of written notice. Contributor may terminate this Agreement for
any
reason on seven (7) days’ written notice to CHPI or such longer period as may be
specified in the attached exhibits. In the event that Contributor gives notice
of termination during the performance of the Statement of Work, the terms
of the
Agreement will govern completion, acceptance and payment by CHPI for any
work
product.
7.2 Return
of Materials.
Following any notice of termination of this Agreement given pursuant to Section
7.1 or upon expiration of the term of this Agreement, Contributor will fully
cooperate with CHPI in all matters relating to the winding up of Contributor’s
pending work on behalf of CHPI and the orderly transfer of any work or documents
to CHPI. Contributor agrees that, at the time of terminating Contributor’s
engagement with CHPI and at any other time CHPI requests, Contributor will
deliver to CHPI any and all devices, materials, software, records, data,
notes,
reports, proposals, lists, correspondence, specifications, drawings, blueprints,
sketches, equipment, other documents or property, or reproductions of any
aforementioned items (in whole or in part) belonging to CHPI, its successors,
or
assigns, or embodying CHPI’s Confidential Information or work product developed
under this Agreement (collectively “CHPI
Materials”).
Contributor may not retain any CHPI Materials without the written authorization
of an authorized CHPI officer.
7.3 CHPI
Materials.
Contributor agrees it will not use CHPI Materials for any purpose other than
in
performance of the Statement of Work. Upon termination, Contributor agrees
to
sign and deliver the “Termination Certification” attached hereto as Exhibit
C.
Contributor will not, during or after Contributor’s engagement with CHPI,
deliver or transfer to any person, or use, without written authorization
by an
authorized CHPI officer any CHPI Materials or other property owned by
CHPI.
8. Confidential
Information.
8.1 CHPI
Confidential Information.
The term
“Confidential Information” will be deemed to include all information obtained by
Contributor from CHPI or disclosed to Contributor by CHPI, or which Contributor
learned of or developed during the term of and in connection with Contributor’s
engagement, which relates to CHPI’s past, present, and future research, product
development or business activities or the results of such activities. In
particular, Confidential Information will be deemed to include any trade
secret,
idea, process, invention, improvement, know-how, information, characters,
story
lines, prices, technique, algorithm, computer program (source and object
codes),
database, design, drawing, formula or test data, relating to any research
project, work in process, future development, engineering, manufacturing,
marketing, servicing, financing or personnel matter relating to CHPI, its
present or future products, sales, suppliers, clients, customers, employees,
consultants, investors, licensees, licensors or business, whether in oral,
written, graphic or electronic form, as well as any other information that
CHPI
labels or deems Confidential Information. Confidential Information will not
include information that Contributor can demonstrate by written record was
previously known to Contributor or publicly disclosed without breach of an
obligation of confidentiality, either prior or subsequent to Contributor’s
receipt of such information.
8.2 Promise
Not to Disclose.
Contributor agrees, at all times during the term of this Agreement and
thereafter, to hold in strictest confidence, and not to use or disclose to
any
person, firm or corporation without written authorization of an authorized
officer of CHPI, any Confidential Information, except such use and disclosure
as
is necessary in carrying out Contributor’s work for CHPI and authorized in
writing by CHPI. Contributor does not hereby receive any implied or granted
rights or licenses to trademarks, inventions, copyrights or patents of CHPI
or
any third parties. All Confidential Information (including all copies thereof)
will at all times remain the property of CHPI and will be returned to CHPI
after
the Contributor’s need for it has expired, or upon request by CHPI.
8.3 Former
and Current Client Information.
Contributor agrees that Contributor will not, during Contributor’s engagement
with CHPI, improperly use or disclose any proprietary information or trade
secrets of third parties, such as Contributor’s other employers, clients or
companies through which Contributor has access to such information, if any.
Contributor will not bring onto the premises of CHPI or use in the performance
of the Statement of Work, any unpublished documents or any property belonging
to
third parties, such as Contributor’s former employers, clients or customers, if
any, unless consented to in writing by such party and such consents are
submitted to CHPI.
8.4 Third
Party Information.
Contributor recognizes that CHPI may have received and in the future may
receive
from third parties their confidential or proprietary information subject
to
certain duties on CHPI’s part to maintain the confidentiality of such
information and to use it only for certain limited purposes. Contributor
agrees
that Contributor owes CHPI and such third parties, during the term of
Contributor’s engagement and thereafter, whatever duty exists between CHPI and
such third parties to hold all such confidential or proprietary information
in
the strictest confidence and not to disclose it to any person, firm, or
corporation (except as necessary in carrying out Contributor’s work for CHPI
consistent with CHPI’s agreement with such third party) or to use it for the
benefit of anyone other than for CHPI or such third party (consistent with
CHPI’s agreement with such third party) without written authorization of an
authorized officer of CHPI.
9. Assignment.
The
rights and obligations of Contributor may be assigned upon written notice
to
CHPI thereof, provided that, in CHPI’s sole discretion and judgment, such an
assignee is acceptable to CHPI. The rights and obligations of CHPI under
this
Agreement will inure to the benefit of and will be binding upon the successors
and assignees of XXXX.
00. Conflicting
Work.
Contributor agrees that, during the term of this Agreement, Contributor will
not
engage in any other work, consulting, or other business activity that would
create a conflict of interest with Contributor’s obligations to CHPI under this
Agreement with XXXX.
00. Independent
Contractor Relationship.
Contributor’s
relationship with CHPI will be that of an independent contractor and nothing
in
this Agreement should be construed to create a partnership, joint venture,
or
employer-employee relationship. Contributor is not the agent of CHPI and
is not
authorized to make any representation, contract, or commitment on behalf
of
CHPI. If Contributor is an individual, then he or she will not be entitled
to
any of the benefits which CHPI may make available to its employees, including,
but not limited to, group insurance, stock option plans, profit-sharing or
retirement benefits. If applicable, CHPI will regularly report amounts paid
to
Contributor by filing Form 1099-MISC with the Internal Revenue Service, as
required by law. Because Contributor is an independent contractor, CHPI will
not
withhold or make payments for social security, make unemployment insurance
or
disability insurance contributions, or obtain worker’s compensation insurance on
Contributor’s behalf. Contributor will be solely responsible for, and agrees to
accept exclusive liability for, complying with all applicable foreign, federal
and state laws governing self-employed individuals, including obligations
such
as payment of taxes, social security, disability and other contributions
based
on fees paid to Contributor or its agents under this Agreement. Contributor
hereby agrees to indemnify and hold harmless the Indemnified Parties against
any
and all such taxes or contributions, including penalties and
interest.
12. Governing
Law. This
Agreement will be governed and construed in accordance with the laws of the
State of California as applied to transactions taking place wholly within
California between California residents. In the event of a dispute, the parties
agree to mediate in good faith before a neutral third party agreeable to
both
parties prior to instituting any legal action other than injunctive relief,
such
mediation to take place in the County of San Francisco, California. Contributor
hereby expressly consents to the exclusive personal and subject-matter
jurisdiction of the state and federal courts located in the County of San
Francisco, California, for any dispute arising from or related to this
Agreement.
13. Survival. Any
respective obligations of Contributor or CHPI hereunder which by their nature
would continue beyond the termination, cancellation or expiration of this
Agreement will survive such termination, cancellation or expiration, including
but not limited to the obligations set forth in the following provisions:
Section 4, Section 5, Section 6, Section 7, Section 8,
Section 11, Section 12, Section 13, Section 14,
Section 16 and Section 18.
14. Entire
Agreement; Amendment. This
Agreement together with any subsequent Statements of Work hereunder constitutes
the entire agreement between the parties regarding the services rendered
by
Contributor to CHPI, and this Agreement supersedes all prior or contemporaneous
agreements, commitments, representations, writings, and discussions between
CHPI
and Contributor, whether oral or written. This Agreement may be amended only
by
a writing executed by Contributor and an authorized officer of CHPI. Contributor
expressly acknowledges that Contributor has read the terms of this Agreement,
has had the opportunity to discuss those terms with his or her own legal
counsel, and understands that this is a legally binding contract.
15. Notices.
Any
notice, request, demand or other communication hereunder will be in writing
and
will be deemed to be duly given (a) upon actual receipt when personally
delivered to an officer of CHPI or to Contributor, as the case may be, (b)
three
days after deposit in the U.S. Mail by certified or registered mail, return
receipt requested with postage prepaid, or (c) upon actual receipt or two
days
after being sent by reputable international overnight courier, delivery fees
prepaid; in each case addressed to the addresses set forth on the signature
page
of this Agreement or to such other address as either party may specify by
notice
to the other as provided in this section.
16. Interpretation;
Severability. Section
and other headings contained in this Agreement are for reference only and
will
not affect the meaning or interpretation of this Agreement. If any provision
of
this Agreement is considered unclear or ambiguous, it will not be construed
against the party that drafted the provision, but instead will be construed
to
effectuate the intent of both parties as expressed in this
Agreement.
Should
any valid federal or state law or final determination of any administrative
agency or court of competent jurisdiction invalidate or otherwise affect
any
provision of this Agreement, any provision so affected will be conformed
automatically and to the extent possible to the law or determination in question
and enforced insofar as possible consistent with the intent of the parties,
and
in all events the remaining provisions of this Agreement will continue in
full
force and effect.
17. Counterparts.
This
Agreement may be executed in counterparts, each of which will be deemed to
be an
original.
18. Attorneys’
Fees. If
an
action is brought to interpret or enforce the terms of this Agreement, the
prevailing party will be entitled to recover from the non-prevailing party,
in
addition to all other remedies at law and equity, all costs and expenses
incurred by the prevailing party with respect to such action, including but
not
limited to attorneys’ fees, costs and disbursements.
4
CHPI
Consulting Agreement
|
In
Witness Whereof,
the parties hereto have caused this Consulting Agreement to
be duly
executed as of the first date written above.
|
|
|
Contributor:
|
|
|
Signature
|
Signature
|
|
Name
(please print)
|
Name
(please print)
|
|
Title
|
Title
|
|
Date
|
Date
|
|
Address
for Notices:
|
Address
for Notices:
|
|
|
|
|
00
Xxxx Xxxx Xxxxx, Xxxxx 000
|
|
|
Xxxxxxxxx,
XX 00000
|
|
|
Phone:
(000) 000-0000
|
|
|
Attention:
President & CEO
|
|
|
Attachments:
|
|
|
Exhibit
A—Statement of Work and Project Schedule
|
|
|
Exhibit
B—Payment Schedule
|
|
|
Exhibit
C—Contributor Termination Certification
|
|
|
Exhibit
D—Form of Subsequent Statement of Work
|
|
CHPI
Consulting Agreement
EXHIBIT
A
STATEMENT
OF WORK and PROJECT SCHEDULE
| 1. |
Title
of Project: Comprehensive Marketing and Customer Acquisition
Audit
|
| 2. |
Scope
of Work: For the purpose of this Statement of Work, “Project” means that
within Ninety
(90) days, Contributor will be responsible for creating and performing
the
following deliverables and services pursuant to the schedules and
conditions herein described.
|
| a. |
Analysis
of current customers and market opportunities for
CHPI.
|
| b. |
Independent
development of 10 potential new lines of business or extensions
of
existing lines for CHPI.
|
| c. |
In-depth
research of 2 potential business lines, including at least 100
pages of
compiled research materials
|
| d. |
Suggestion
of two branding and identity
concepts
|
| e. |
Analysis
of potentially trademarkable items within the scope of the CHPI
potential
business areas
|
| f. |
Personal
one-on-one interviews with at least 10 seasoned corporate executives
whose
advice is solicited and formulated into a report delivered to management
of CHPI
|
| g. |
Presentation
of at least 2 potential significant strategic alliances for CHPI,
including arranging meetings with the
same.
|
| h. |
Telephonic
and power point presentation of results to
CHPI
|
| a. |
Return
of all research materials to XXXX
|
0. Project
Dates:
Project
start date: 8/5/05
Project
completion date: 10/1/05
5. Deliverables
and Due Dates: The nature of the project is such that time is of the essence.
CHPI prefers and Contributor agrees to make his best efforts to deliver well
before the above and below captioned dates, ideally as soon as possible.
Contributor has indicated that he may be able to deliver all milestones within
14 days or less and will make his best efforts to do so. The table below
summarizes the deliverables (“Deliverables”) for which Contributor is
responsible and the latest possible date by which each Deliverable is due.
|
Deliverable
Due Date
|
Corresponding
Milestone No.
|
Deliverable
No.
|
Deliverable
|
|
8/5
|
Milestone
1
|
1
|
Signing
of CHPI’s Consulting Agreement.
|
|
8/5
|
Milestone
1
|
2
|
Presentation
of Analysis of current customers and market opportunities for
CHPI.
|
|
8/11
|
Milestone
1
|
3
|
Presentation
of Independent development of 10 potential new lines of business
or
extensions of existing lines for CHPI.
|
|
8/21
|
Milestone
2
|
4
|
Presentation
of In-depth research of 2 potential business lines.
|
|
8/21
|
Milestone
2
|
5
|
Delivery
of at least 100 pages of support research materials.
|
|
8/30
|
Milestone
3
|
6
|
Suggestion
of two branding and identity concepts
|
|
8/30
|
Milestone
4
|
7
|
Analysis
of potentially trademarkable items within the scope of the CHPI
potential
business areas
|
|
9/15
|
Milestone
5
|
8
|
Personal
one-on-one interviews with at least 10 seasoned corporate executives
whose
advice is solicited and formulated into a report delivered to management
of XXXX
|
|
0/00
|
Xxxxxxxxx
5
|
9
|
Presentation
of at least 2 potential significant strategic alliances for CHPI,
including arranging meetings with the same.
|
|
10/1
|
Milestone
6
|
10
|
Telephonic
and power point presentation of results to CHPI
|
|
10/1
|
Milestone
6
|
11
|
Return
of all research materials to CHPI
|
All
Deliverables must be completed by Contributor in the time frame specified
above
in order to maintain the herein mutually agreed upon schedule and budget.
Contributor will make all reasonable business efforts to adhere to all scheduled
dates regardless of delays.
6. Approvals
and Feedback. All Contributor Deliverables associated with the Project will
be
subject to approval and acceptance by CHPI (“Approvals”). Approvals are based on
CHPI’s standards and subject to CHPI’s sole discretion. In the event that CHPI
denies an Approval, CHPI will submit to Contributor a detailed written
description of why an Approval was withheld and recommend a course of action
and
required fixes (“Feedback”), all of which Contributor will be responsible for
implementing as a prerequisite for receiving Approvals. Deliverables that
do not
receive Approvals will be modified by Contributor to comply with Feedback
and
resubmitted to CHPI for Approvals. This process will repeat itself until
all
Deliverables comply with Feedback. Project shall not be deemed complete until
Contributor receives all the scheduled CHPI Approvals.
Exhibit
A, page 1
6
CHPI
Consulting Agreement
7. Points
of
Contact. Each Party will provide a single point of contact that will have
the
authority to communicate all final decisions, which will be deemed final
and
official (“Primary Contact”). For the purpose of this SOW, Primary Contacts for
each party will be:
|
Primary
Contributor Contact:
|
Primary
CHPI Contact:
|
|
Name:
|
Name:
Xxxxxxx Xxxxxxxxx
|
|
Title:
|
Title:
CEO
|
|
Phone:
|
Phone:
((000)
000-0000
|
|
Fax:
|
Fax:
|
|
E-Mail:
|
E-Mail:
xxxxxxxxxx@xxxxxxxx.xxx
|
For
record-keeping purposes only, the alternate contact person for each party
will
be:
|
Alternate
Contributor Contact:
|
Alternate
CHPI Contact:
|
|
Name:
|
Name:
|
|
Title:
|
Title:
|
|
Phone:
|
Phone:
|
|
Fax:
|
Fax:
|
|
E-Mail:
|
E-Mail:
|
Exhibit
A, page 2
7
CHPI
Consulting Agreement
COMPENSATION
AMOUNT
AND PAYMENT SCHEDULE
Payments
will be due and payable upon Contributor reaching the Specific Project
Milestones set forth in the table below:
|
Specific
Project Milestones
|
Associated
Deliverable
|
Target
Dates
|
Payment
|
|
Milestone
1
|
1,
2 and 3
|
8/11/05
|
$4,000
|
|
Milestone
2
|
4
and 5
|
8/21/05
|
$4,000
|
|
Milestone
3
|
6
|
8/30/05
|
$4,000
|
|
Milestone
4
|
7
|
8/30/05
|
$4,000
|
|
Milestone
5
|
8
and 9
|
9/15/05
|
$4,000
|
|
Milestone
6
|
10
and 11
|
10/1/05
|
$4,000
|
CHPI
shall pay the payment for the milestones immediately upon receipt of invoice
for
the same.
CHPI
shall also issue to Contributor options to purchase 50,000 shares of its
common
stock to be issued under CHPI’s to be adopted 2005 Stock Option Plan at an
exercise price of $0.50 per share, expiring twelve months from the date of
this
agreement. These options will be fully vested and exercisable at the Completion
of all 6 Milestones listed above. CHPI may, at it’s option, also credit
Contributor for an amount equal to the payment for any given milestone above
toward the exercise price of the above stock options in lieu of payment to
the
Contributor in Cash.
If
CHPI
terminates the Agreement prior to the completion of the Project, the amount
of
payment to be paid to Contributor will be determined as follows: Contributor
will receive fifty percent (50%) of the total payment for the subsequent
milestone towards which Contributor is working on the date of termination.
Contributor agrees that he will not terminate the Agreement or cease working
on
the Project before completing, and CHPI approving the associated Deliverables
for, Milestone 5.
Exhibit
C, page 1
8
CHPI
Consulting Agreement
EXHIBIT
C
CONTRIBUTOR
TERMINATION CERTIFICATION
This
is
to certify that Contributor does not have in its possession or control, nor
has
it failed to return, any devices, software, materials, records, data, notes,
reports, proposals, lists, correspondence, specification, drawings, blueprints,
sketches, equipment, other documents or property, or reproductions of any
aforementioned items (in whole or in part) belonging to CHPI, its subsidiaries,
affiliates, successors or assigns.
Contributor
further agrees that it will preserve as confidential all trade secrets,
confidential knowledge, data or other proprietary information relating to
products, processes, know-how, designs, formulas, development or experimental
work, computer programs, data bases, other original works of authorship,
customer lists, business plans, financial information or other subject matter
pertaining to any business of CHPI or any of its clients, Contributors or
licensees.
Contributor
hereby irrevocably grants, assigns and transfers to CHPI, all right, title
and
interest worldwide in and to the Works (as such term is defined in the
Independent Contractor Services Agreement entered into between Contributor
and
CHPI) and tangible embodiments thereof, including without limitation,
copyrights, moral rights, contract and licensing rights.
|
Date:
|
Contributor
|
|
Signature
|
|
|
Print
Name
|
|
|
Title
|
Exhibit
C, page 2
9
CHPI
Consulting Agreement
PLEASE
NOTE: This is a sample Subsequent Statement of Work. Should CHPI
and
Contributor agree to Contributor performing additional work for CHPI that
is not
covered by the Statement of Work as set forth in Exhibit A to this Agreement,
CHPI will prepare a formal Subsequent Statement of Work for Contributor’s review
and execution.
EXHIBIT
D
SUBSEQUENT
STATEMENT OF WORK No.
This
Subsequent Statement of Work is incorporated by reference in the Independent
Contractor Services Agreement between CHPI and
(“Contributor”) having an Effective Date of
(the
“Agreement”). It sets forth work tasks, deliverable work product, dates for
completion of work and delivery of work product, and payment schedule and
terms.
This Subsequent Statement of Work is subject to the provisions of the Agreement,
including, without limitation, the ownership by CHPI of all rights, title,
and
interest in intellectual property arising in performance of this Subsequent
Statement of Work. Any capitalized terms used but not defined in this Exhibit
D,
retain the same meaning given them in the Agreement.
Title
of
Effort:
Starting
Date:
List
of
Tasks and Due Date:
Payment
Schedule and Terms:
Address
where payment should be mailed:
Exhibit
D, page 1
10
