Consulting Agreement
This Consulting Agreement is made and entered into this 1st day of
December, 2001, (the "Effective Date") by and between Xxx Xxxxxxxx, a resident
of Ontario, Canada (the "Consultant"), and InnerSpace Corporation., whose
address is set forth below on the signature page to this Agreement (the
"Company").
1. The Company hereby engages Consultant to provide the Company with
general advice and consulting services in the role of an interim comptroller,
all as more particularly described on Schedule A adjacent to the caption
"Services" (the "Services"). The Services will commence upon acceptance of this
letter, and continue thereafter for a term set forth on Schedule A adjacent to
the caption "Term and Termination" (the "Term"). Consultant accepts the
engagement subject to all of the terms and conditions herein.
2. This engagement is part-time, and as such, Consultant will provide the
Services when and as requested by the Company from time to time at mutually
agreeable times and places. Consultant shall be free to provide services to
other companies during the Term of this engagement, provided that such services
do not conflict with, or impair Consultant's ability to provide the Services to
the Company.
3. Consultant shall be compensated for the Services rendered pursuant to
this Agreement as described on Schedule A adjacent to the caption Compensation.
4. The Company shall furnish Consultant with all information that is
reasonably necessary for Consultant to perform the Services hereunder. All such
information provided by or on behalf of the Company shall be complete and
accurate, not misleading, and Consultant shall be entitled to rely upon the
accuracy and completeness of all such information without independent
verification.
5. Each Party hereto shall indemnify and hold harmless the other from and
against any and all losses, claims, damages, or liabilities to which that party
may become subject, arising in any manner out of or in connection with the
subject matter of this Agreement that are caused by the indemnifying party,
unless it is finally judicially determined that such losses, claims, damages, or
liabilities resulted directly from the gross negligence, the willful misconduct,
or the criminal acts of the indemnified party, and shall reimburse the
indemnified party immediately upon demand for any legal or other expenses
reasonably incurred by the indemnified party in connection with investigating,
preparing to defend, or defending any lawsuits, claims, or other proceedings
arising in any manner hereunder; provided, however, that in the event a final
judicial determination is made that the indemnified party's damages arose out of
the indemnified party's gross negligence, willful misconduct, or criminal acts,
the indemnified party will remit to the indemnifying party any amounts
reimbursed under this subparagraph. The Company and Consultant agree that if any
indemnification or reimbursement sought pursuant to the proceeding is finally
judicially determined to be unavailable for a reason other than the gross
negligence or the willful misconduct of Consultant or any of its controlling
persons, affiliates, employees, or agents, as the case may be, then, whether or
not Consultant is the indemnified party, the Company and Consultant shall
contribute to the losses, claims, damages, liabilities, and expenses for which
such indemnification or reimbursement is held unavailable in such proportion as
is appropriate to reflect the relative benefits to the Company on the one hand,
and Consultant on the other hand, in connection with the transactions to which
such indemnification or reimbursement relates, and other equitable
considerations; provided, however, that in no event shall the amount to be
contributed by Consultant pursuant to this paragraph 6 exceed the amount of
consulting fees actually received by Consultant hereunder.
Page 1 of 4
6. As used herein: "Confidential Information" means information, other than
Trade Secrets, that is of value to its owner and is treated by its owner as
confidential, including, but not limited to, any data or information defined
herein as a Trade Secret, but which is determined by a court of competent
jurisdiction not to rise to be a trade secret under applicable law; "Proprietary
Information" means Confidential Information and Trade Secrets; and "Trade
Secrets" means information without regard to form, including but not limited to,
technical or nontechnical data, formulas, patterns, compilations, programs,
devices, methods, techniques, drawings, processes, financial data, financial
plans, product plans, or a list of actual or potential customers or suppliers,
which: (a) derives economic value, actual or potential, from not being generally
known to, and not being readily ascertained by proper means by, other persons
who can obtain economic value from its disclosure or use; and (b) is the subject
of efforts that are reasonable under the circumstances to maintain its secrecy.
Consultant acknowledges and agrees that all Proprietary Information of the
Company, and all physical embodiments thereof, are confidential to and shall be
and remain the sole and exclusive property of the Company and that any
Proprietary Information produced by Consultant during the Term shall be
considered "work for hire" as such term is defined in 17 U.S.C. Section 101, the
ownership and copyright of which shall be vested solely in the Company.
7. Consultant agrees that all Proprietary
Information of the Company received or developed by Consultant as a result
of Consultant's engagement herunder will be held in trust and strict confidence.
Except as contemplated by the terms hereof or as required by applicable law or
pursuant to an order entered, or subpoena issued, by a court of competent
jurisdiction, Consultant shall not disclose Proprietary Information of the
Company to any third party, other than to potential acquisition targets,
strategic partners, or investors, who have executed a non-disclosure agreement
restricting use of such Proprietary Information for the sole purpose of
evaluating the Company for a possible transaction.
8. Consultant will not, without the Company's prior written consent,
either directly or indirectly, on Consultant's own behalf or in the service or
on behalf of others, solicit, divert, or hire away, or attempt to solicit,
divert, or hire away, any person employed by the Company, whether or not such
employee is a full-time or a temporary employee of the Company and whether or
not such employment is pursuant to written agreement and whether or not such
employment is at will.
9. The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provisions of this
Agreement which shall remain in full force and effect.
10. This Agreement shall not be amended or modified, except in writing
signed by each of the parties, and shall be governed by and construed in
accordance with the laws of the State of Georgia. This Agreement may be signed
in one or more counterparts all of which taken together are one and same
document.
Page 2 of 4
In witness whereof, duly authorized officers of the Company and Consultant
have executed this Agreement on the Effective Date.
Xxx Xxxxxxxx InnerSpace Corporation
000 Xxxxxxx Xxxxxx 201 Xxxxx Road
Unit 7 Suite 310
Markham, Ontario L3R 4H1 Xxxxxxx, XX 00000
Canada
By:/s/ Xxx Xxxxxxxx By:/s/Xxxxxx X. Xxxxx
Xxx Xxxxxxxx Xxxxxx X. Xxxxx
CEO
Page 3 of 4
Schedule A
to
Consulting Agreement
Services: Preparation of month-end financial reports,
quarterly preparation and review of regulatory reports, and
general business consultation.
Term and Termination: The term of this Agreement shall
commence on the Effective Date and shall continue until June
1, 2002.
Compensation: Consultant shall be compensated for the
services as follows: One hundred thousand (100,000) shares
of S-8 stock to be delivered by the Transfer Agent to
Consultant within thirty (30) days following the
effectiveness of the Company's S-8 registration statement.
Page 4 of 4
