EDNET, INC.
CONSULTING AGREEMENT
This Agreement (the "Agreement") is made by and between EDNET, INC., a
Colorado corporation (the "Company") and _______________ (the "Consultant") as
of January 31, 1997 to be effective December 31, 1996.
1. Services. The Consultant shall provide to the Company the services
set forth in paragraph 1 of Exhibit A in accordance with the terms and
conditions contained in this Agreement.
2. Term. Unless terminated in accordance with the provisions of
paragraph 7 hereof, the services provided by the Consultant to the Company shall
be performed during the period set forth in paragraph 2 of Exhibit A or up to
completion of the project as described in paragraph 2 of Exhibit A. The
Consultant shall coordinate his work efforts and report his progress regularly
to the individual set forth in paragraph 3 of Exhibit A.
3. Payment for Service Rendered. For providing the consulting services
as defined herein, the Company shall deliver to the Consultant the consideration
described in paragraph 4 of Exhibit A. The Company shall reimburse the
Consultant for all reasonable expenses provided the Company has approved the
expenses in advance and in writing.
4. Nature of Relationship. The Consultant is an independent contractor.
The Consultant will not act as an agent nor shall he be deemed an employee of
the Company for the purposes of any employee benefit program, income tax
withholding, FICA taxes, unemployment benefits or otherwise. The Consultant
shall not enter into any agreement or incur any obligations on the Company's
behalf, or commit the Company in any manner without the Company's prior written
consent.
5. Confidentiality.
(a) The Consultant agrees that he shall not use (except for
the Company's benefit) or divulge to anyone either during the term of this
Agreement or thereafter any of the Company's trade secrets or other proprietary
data or information of any kind whatsoever acquired by the Consultant. The
Consultant further agrees that upon completion or termination of this Agreement,
he will turn over to the Company any notebook, data, information or other
material acquired or compiled by the Consultant in carrying out the terms of the
Agreement. However, the Consultant may keep one copy of such material for
archival purposes.
(b) The Consultant represents that his performance of the
terms of the Agreement does not and will not conflict with the terms of any
agreement to keep in confidence proprietary information and trade secrets
acquired in confidence or in trust prior to his consulting relationship with the
Company. The Consultant will not disclose to the Company,
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or induce the Company to use, any confidential or proprietary information or
material belonging to any third party.
(c) The Consultant represents that he is not presently
retained by any entity that develops, manufactures or sells products competitive
with those of the Company and he agrees that he will not accept such retention
during the term of this Agreement without prior written approval of the Company.
6. Inventions. The Consultant shall promptly and fully disclose to the
Company any and all inventions, improvements, discoveries, developments,
original works of authorship, software, trade secrets or other intellectual
property conceived, developed or reduced to practice by the Consultant during
the term of this Agreement and in any way relating to (a) the actual or
anticipated research and development of the Company, or (b) the services
performed by the Consultant under this Agreement (the "Information"). The
Consultant shall treat all of the Information as the proprietary property of the
Company. The Consultant agrees to assign, and does hereby assign, to the Company
and its successors and assigns, without further consideration, the Consultant's
entire right, title and interest in and to the Information whether or not
patentable or copyrightable. The Consultant further agrees to execute all
applications for patents and/or copyrights, domestic or foreign, assignments and
other papers necessary to secure and enforce rights related to the Information.
7. Termination. Either party may terminate this Agreement in whole or
in part at its convenience upon 30 days written notice to the other party. Such
termination shall be effective in the manner and upon the date specified in said
notice and shall be without prejudice to any claims which one party may have
against the other. In the event of such termination the Company shall be
obligated to reimburse the Consultant for services actually performed by the
Consultant up to the effective date of termination. Termination shall not
relieve the Consultant of his continuing obligations under this Agreement,
particularly the requirements of paragraph 5 and 6 above.
8. Miscellaneous.
(a) This Agreement shall be governed by and construed in
accordance with the laws of the State of California. The federal and state
courts within the State of California shall have exclusive jurisdiction to
adjudicate any dispute arising out of this Agreement. The parties consent to
personal jurisdiction of the federal and state courts within California and
service of process being effected by registered mail sent to the address set
forth at the end of this Agreement.
(b) This Agreement may not be and shall not be deemed or
construed to have been modified, amended, rescinded, cancelled or waived in
whole or in part, except by written instruments signed by the parties hereto. No
failure on the part of either party to exercise, and no delay in exercising, any
right or remedy hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right or remedy hereunder preclude any other
or
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further exercise thereof or the exercise of any other right or remedy granted
hereby or by any related document or by law.
(c) This Agreement, including the exhibit attached hereto and
made a part hereof, constitutes and expresses the entire agreement and
understanding between the parties. All previous discussions, promises,
representations and understandings between the parties relative to this
Agreement, if any, have been merged into this document. The provisions of
paragraphs 5 and 6 shall survive the termination of this Agreement. The terms
and provisions of this Agreement shall be binding on and inure to the benefit of
the parties, their heirs, legal representatives, successors and assigns.
(d) The Consultant may not subcontract all or any part of the
services to be provided hereunder without the prior written consent of the
Company.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
EDNET, INC.
a Colorado Corporation ---------------------------------
(Signature)
By:
-------------------------- ---------------------------------
Title: ---------------------------------
------------------------ (Social Security No.)
One Xxxxx Xxxxxx, 0xx Xxxxxx
------------------------------ ---------------------------------
(Address) (Address)
Xxx Xxxxxxxxx, XX 00000
------------------------------ ---------------------------------
3.
EXHIBIT A
NAME OF CONSULTANT: _____________________
1. Description of consulting services:
Managerial, administrative, and technical assistance as necessary for
ongoing continuity in the function of the IBS services business and the
transition of management responsibilities to newly assigned executives, as
determined by EDnet, Inc.
2. Term of Agreement:
January 1, 1997 to March 31, 1997
3. The Consultant shall report to:
Xxx Xxxxxxxxx, CEO, EDnet, Inc.
4. Consideration for services:
$4,167.00 per month
1.
