Exhibit 10.44
AGREEMENT FOR
INDEPENDENT CONTRACTOR SERVICES
DATE: August l, 2002
I. PARTIES
Schimatic Cash Transactions Xxxxxxx.xxx, Inc. dba Smart Chip Technologies,
hereinafter "Company." and
Xxxxxxx X. XxXxxx, hereinafter called "Contractor,"
hereby enter into this Agreement for Independent Contractor Services,
hereinafter "Agreement," effective August 1, 2002..
II. ENGAGEMENT OF CONTRACTOR
Company hereby engages Contractor, and Contractor accepts engagement, to provide
to Company the following services:
Chief Executive Officer and/or Chief Financial Officer. Xx. Xxxxxxx X.
XxXxxx will serve in the capacity of fund raiser and executive manager of SCTN.
He will establish financial controls, install business planning, and build
business operations. Finance, Human Resources, Operations, Information Systems,
New Product Development, Marketing & Sales, Public Relations, Research &
Development, and Production all fall under the Chief Executive Officer and/or
Chief Financial Officer's span of responsibility and operational control. Xx.
Xxxxxxx X. XxXxxx reports to the SCTN Board of Directors .
III. TERM OF ENGAGEMENT
This Agreement shall be for one (1) year term commencing on August 1, 2002 and
ending July 31, 2003, and will be extended on a month to month basis, if needed
unless terminated sooner by mutual agreement.
IV. WORKPLACE AND HOURS
Contractor shall render services primarily at his home office and at the
Company's Corporate Office. However, upon request, Contractor shall provide the
services at such other place or places as reasonably requested by Company as
appropriate for the performance of particular services.
Contractor's schedule and hours worked under this Agreement shall generally be
subject to Contractor's discretion. Company relies upon Contractor's discretion
to determine a sufficient time as is reasonably necessary to fulfill this
Agreement.
DS
Xxxxxxx XxXxxx Contractor Agreement (Cont.) Page 2
V. COMPENSATION
Company shall pay Contractor ten thousand dollars ($10,000) per month, ($6,000)
per month in cash and, at his option, the balance of his monthly salary may be
paid in the pre-reverse sctn restricted stock share options priced at five (.05)
cents per share. The eight-thousand ($6,000) per month cash salary shall be paid
as the Company's cash flow permits. At the option of Contractor, any portion of
the payment remaining unpaid after thirty (30) days from when it became due, may
be converted to stock options as follows; the number of stock options will be at
the strike price of the pre-reverse 5 cents ($.05) per share, divided into the
amount due.
Company shall bear all of Contractor's pre-approved expenses incurred in the
performance of this Agreement.
VI. CONFIDENTIALITY
"Confidential Information" for the purposes of this Agreement shall include
Company's proprietary and confidential information including, without
limitations, business plans, customer lists, marketing plans, financial
information, designs, drawing, specifications, models, software, source codes
and object codes. At termination of this Agreement, Contractor shall turn over
to Company all originals and copies of tangible material containing or
reflecting Company's Confidential Information. During the term of this
Agreement, and thereafter for 24 months, Contractor shall not, without the prior
written consent of Company, disclose to anyone any Confidential Information. The
parties agree that remedies available at law are inadequate to compensate for
breach of this paragraph, and that either party may apply to a Court of
competent jurisdiction for equitable relief upon proper showing.
VII. CONTRACTOR STATUS
It is expressly understood and agreed that Contractor is and throughout the term
of this Agreement shall be an independent contractor and not an employee,
partner, or agent of Company. Contractor shall not be entitled to nor receive
any benefit normally provided to Company's employees. Contractor agrees that
Company shall have ownership, title, and Company reserves all rights, including
copyrights, of all works created by Contractor under this Agreement, including
but not limited to source code. Contractor hereby prospectively assigns all such
works to Company, for the consideration provided in Paragraph V. Company shall
not be responsible for withholding income or other taxes from the payments made
to Contractor. Contractor shall be solely responsible for filing all returns and
paying any income, social security, or other tax levied upon or determined with
respect to the payments made to Contractor pursuant to this Agreement.
Contractor is solely responsible for the means, manner, and method of
Contractor's work, subject only to the general objectives and requirements, and
specific direction, of SCTN's Board.
DS
Xxxxxxx XxXxxx Contractor Agreement (Cont.) Page 3
VIII. CONTRACTOR'S TOOLS
Unless otherwise agreed by Company in advance, Company shall be solely
responsible for procuring, paying for, and maintaining any and all equipment,
software, paper, tools or other supplies necessary or appropriate for the
performance of Contractor's services hereunder.
X. CONTROLLING LAW
The validity and construction of this agreement shall be governed by the laws of
the State of Utah without reference to the choice of law principles thereof and
the parties hereto consent to and agree that the courts of the State of Utah,
County of Salt Lake, shall be the jurisdiction and forum for the resolution of
all disputes related to this agreement or arising there from.
XI. ENTIRE AGREEMENT
This Agreement constitutes the final understanding and agreement between the
parties. This Agreement cannot be amended or changed except by a writing signed
by both of the parties.
XII. NOTICES
Any notice required to be given or otherwise given pursuant to this Agreement
shall be in writing and shall be hand delivered, mailed by certified mail,
return receipt requested:
If to Contractor: if to Company
Xxxxxxx X. XxXxxx Smart Chip Technologies
0000 Xxxxxxxx Xxxxx 000X. 0000 Xxxxx
Xxx Xxxxx, XX. 00000 Salt Lake City, Utah 8410
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the
date first above written.
Xxxxxxx X. XxXxxx, Contractor /s/ Xxxxxxx X. XxXxxx
Xxxxx Xxxxx, Chairman Smart Chip Technologies /s/ Xxxxx Xxxxx
DS
