EXHIBIT 99.2
[LOGO OF TII NETWORK TECHNOLOGIES] 0000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000-0000 XXX
tel: 000.000.0000
fax: 000.000.0000
xxx.xxxxxxxxxx.xxx
Network Protection and Management
September 14, 2005
Xx. Xxxxxxx X. House
0000 Xxxx Xxxxxxxx Xxxxx
Xxxx Xxxx, XX 00000
Dear Mr. Xxxxx:
This will constitute and confirm our agreement that Xxxxxxx X. Xxxxx will
act as a consultant (hereinafter "Consultant") for TII Network Technologies,
Inc. (hereinafter referred to as "TII" or "Company").
1. Consultant is retained by TII in the management/marketing advisory field
to assist TII in, among other things, the analysis, development and
implementation of a comprehensive go-to-market business plan for SID.
Consultant will principally report to the President of TII.
2. For the services to be rendered by Consultant hereunder:
A. Corporation agrees to pay and the Consultant accepts as full and
complete compensation therefor 35,000 shares of the Company's Common
Stock ("Stock") for a term of one year in accordance with the
following:
i. Consultant covenants and agrees that the Common Stock which
Consultant is acquiring pursuant to this Agreement is being
acquired by Consultant, for his own account for investment
only and not with a view to the distribution of all or any
part thereof, as the phrases "investment only" and
"distribution" have meaning under the Securities Act of 1933,
as amended, (the "Act"), or for the sale in connection with
any distribution and that such Common Stock will not be
transferred, except in accordance with the registration
requirements of the Act or as applicable. Consultant
understands that under existing law (i) all of the Common
Stock may be required to be held indefinitely, unless a
Registration Statement is effective and current with respect
to the Common Stock under the Act or an exemption from such
registration is available, (ii) any sales of the Common Stock
in reliance upon Rule 144 promulgated under the Act may be
made only in amounts in accordance with the terms and
conditions of the Rule, and (iii) in the case of securities to
which that Rule is not applicable and which are not
registered, compliance with Regulations promulgated under the
Act or some other disclosure exemption will be required.
ii. Consultant covenants and agrees that the certificates
representing such Common Stock shall contain the following
legend, or one similar thereto: "The shares represented by
this certificate were acquired for investment and have not
been registered under the Securities Act of 1933, as amended
(the "Act"). No sale, offer to sell or transfer of the shares
represented by this certificate shall be made in the absence
of an effective registration statement for the shares under
the Act or an opinion of either counsel satisfactory to the
Company or the Company's Counsel, that registration is not
required under said Act."
Continued
Xx. Xxxxxxx X. Xxxxx September 14, 2005
Page 2 of 2
3. All expenses associated with services rendered by the Consultant hereunder
will be pre-approved by XXX. Consultant will render invoices for all such
expenses necessarily incurred by the Consultant in the performance of said
services monthly to the attention of Vice President, Administration.
Vouchers for expenses are to be accompanied by stubs, airplane tickets,
and accounts in reasonable detail. XXX agrees to reimburse all such costs
promptly upon receipt of invoice covering same.
4. Consultant does hereby sell, assign, transfer and set over to TII all of
Consultant's right, title and interest in and to any result and inventions
conceived or developed hereunder.
5. The Consultant shall for all purposes hereunder be deemed an independent
contractor and not an employee of TII. Consultant is responsible for the
payment of all applicable taxes.
6. There are no other agreements or understandings, oral or written, between
the Consultant and TII regarding the subject matter of this Agreement or
any part thereof, with the exception of the Non-Disclosure Agreement dated
September 1, 2004 attached hereto as Attachment A, and this Agreement may
only be changed in writing signed by both the parties hereto.
7. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
8. The term of this Agreement shall commence September 14, 2005 and terminate
September 13, 2006.
If the foregoing is in accordance with your understanding of the Agreement
between us, will you kindly signify same by signing this Agreement in the space
hereinbelow provided.
Very truly yours,
TII NETWORK TECHNOLOGIES, INC.
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
President & CEO
Agreed and Accepted
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
---------------------------------
Fed. Tax ID# or SS# ____________________
Attachments: Attachment A Nondisclosure Agreement
ATTACHMENT A
NONDISCLOSURE AGREEMENT
THIS AGREEMENT is made on September 1, 2004 by and between TII Network
Technologies, Inc. ("TII") having an office at 0000 Xxxxx Xxxxxx, Xxxxxxxx, Xxx
Xxxx 00000 and Xxxxxxx X. Xxxxx, residing at 0000 Xxxx Xxxxxxxx Xxxxx, Xxxx
Xxxx, XX 00000, ("the Parties").
1. PURPOSE. The Parties hereto wish to carry on discussions during the
course of which each may disclose certain Confidential Information to the other
(the "Discussions"). For and in consideration of those discussions and the
covenants and promises contained herein, the Parties hereby agree to the terms
and conditions hereinafter expressed.
2. DEFINITION. "Confidential Information" shall mean any and all
information, formula, technology, technical data, or know-how, including, but
not limited to, that which relates to, or processes, research, products,
services, customers, markets, software, developments, inventions, processes,
designs, lab reports, research data, drawings, engineering, marketing, corporate
business, or finances, which either Party may disclose to the other, whether
orally or in writing, directly or indirectly, and which relates to, arises from
or involves the body of knowledge relating to the intended purpose of the
Parties herein. The receiving party agrees that the existence of both this
Nondisclosure Agreement itself and any evaluations of either party's product
which may result therefrom shall be included within the information kept
confidential.
3. CONFIDENTIAL INFORMATION DOES NOT INCLUDE INFORMATION WHICH:
1) Is rightfully in the possession of the receiving party at
the time of disclosure and the receiving party informs the disclosing party in
writing within 15 days of the time of disclosure.
2) Prior to disclosure is, or after disclosure becomes, but
not a result of any inaction or action of the receiving party, part of the
public knowledge or literature.
3) Is approved for public release by the disclosing party.
4) Is disclosed to the receiving party by a third party who is
under no obligation to the disclosing party to maintain such information in
confidence.
4. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. The receiving party agrees
that it shall keep any and all Confidential Information strictly confidential
and shall not disclose it, directly or indirectly, to any third party under any
circumstances without the express written consent of an officer of the
disclosing party. The receiving party shall not disclose the Confidential
Information to its employees, except those who are required to have such
information in order to further the purpose of the Parties intended herein.
5. RETURN OF MATERIALS. Any Confidential materials or documents,
accompanied by all copies or reproductions of such materials or documentation,
which have been furnished to the receiving party will be returned immediately
upon, and in no case later than five (5) business days after delivery by the
disclosing party in writing, of notice of the conclusion of the Discussions.
6. PATENT OR COPYRIGHT INFRINGEMENT. Neither this Agreement nor the
disclosure by either Party hereunder of any Confidential Information to the
other Party shall be deemed by implication or otherwise to grant, convey,
assign, or vest in any way in or to the receiving party any right in any
property or in any copyrights or patents, nor shall this Agreement grant the
receiving party any rights in or to the Confidential Information, except the
limited right to review such Confidential Information solely for the purpose of
furthering the purpose of the Parties intended herein.
7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and for
the benefit of the undersigned Parties, their successors, and assigns, provided
that Confidential Information may not be assigned without written consent of the
disclosing party. Failure to enforce any provision of this Agreement shall not
constitute a waiver of any obligations hereof.
8. ARBITRATION. Any controversy or claim arising out of or relating to
this agreement or any breach thereof or performance thereunder shall be settled
by binding arbitration in New York, pursuant to the Commercial arbitration rules
then in effect of the American Arbitration Association ("AAA"). The
arbitrator's(s') award shall be final and binding, and judgment upon the award
rendered by the arbitrator(s) may be entered in any court having jurisdiction
thereof. Each Party shall bear its own legal and other costs related to the
arbitration, except that the arbitrator(s) shall determine who shall bear the
cost of the AAA and the arbitrator(s).
9. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by and
construed under the laws of the State of New York.
TII NETWORK TECHNOLOGIES, INC. XXXXXXX X. HOUSE
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BY: /s/ Xxxxxxx X. Xxxxx /s/ Xxxxxxx X. House
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NAME: Xxxxxxx X. Xxxxx NAME:
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TITLE: President TITLE:
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