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EXHIBIT 10.18
CONSULTANT AGREEMENT
This Agreement, having an effective date of December 1, 1996 is made
and entered into between LASER POWER CORPORATION, a Delaware corporation
(hereinafter called "LPC") having a place of business at 00000 Xxxx Xxxxx Xxxxx,
Xxx Xxxxx, XX 00000, and XXXXXX X. XXXXXX (hereinafter called "CONSULTANT").
WHEREAS, CONSULTANT represents that he is experienced in the field of
projection display technologies; and
WHEREAS, LPC desires to engage the services of CONSULTANT for the
purpose of developing and improving microlaser projectors, display systems, and
microlasers, including hardware and software; and
WHEREAS, LPC is engaged in the business of research, development and
manufacture of products and processes of a highly confidential nature, some of
which will be revealed to CONSULTANT during the course of his retention by LPC;
and
WHEREAS, LPC desires to protect itself from the unauthorized disclosure
of such confidential matter by CONSULTANT and to ensure that it will have the
sole and exclusive use and ownership of any inventions, discoveries,
improvements, trade secrets, secret processes, and copyrightable material made
or conceived by CONSULTANT during his retention by LPC;
NOW THEREFORE, it is hereby agreed as follows:
1. LPC agrees to utilize the services of CONSULTANT for the purposes set forth
above, and CONSULTANT agrees to perform such services as may be requested by LPC
which are generally related to the purpose for which CONSULTANT has been
retained.
2. As consideration to enter into this Agreement, and as full payment for the
services to be performed by CONSULTANT, LPC agrees to pay CONSULTANT, beginning
January 6, 1997 at the rate of Two Thousand Eight Hundred Eighty Five U.S.
dollars ($2885) per week.
3. During the term of this Agreement, CONSULTANT agrees as follows:
a) CONSULTANT shall devote best and full-time efforts to his or
her duties in the performance of the services as CONSULTANT of
LPC.
b) CONSULTANT shall not (i) solely or jointly with others
undertake or join any planning for or organization of any
business activity competitive with the business activities of
LPC, and (ii) directly or indirectly, engage or participate in
any other activities in conflict with the best interests of
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LPC, or (iii) directly or indirectly, anywhere in the United
States develop, or assist others to develop, product(s) with
functionality similar to the functionality of any product(s)
developed or under development by LPC.
4. This Agreement may be terminated by either party at any time, at the sole
discretion of the terminating party with seven (7) days written notice. It is
expressly understood that the obligations imposed on CONSULTANT by Section 5
hereof shall survive termination of this Agreement.
5. CONSULTANT agrees as follows:
a) That he will hold in strictest confidence and not disclose to any
person, firm or corporation not under a confidentiality agreement with
LPC, without the express written authorization of an officer of LPC any
information, manufacturing technique, process, formula, development or
experimental work, work in process, business trade secret or any other
secret or confidential matter relating to the products, sales, business
or activity of LPC, except that CONSULTANT may disclose such
information to employees of CONSULTANT if necessary to accomplish the
purposes of this Agreement, provided that all such employees are bound
by the obligations set forth in all subparagraphs of this paragraph 5
including (without limitation) the duties set forth in this
subparagraph and the duty to assign set forth in subparagraph (c).
However, this Agreement imposes no obligation upon CONSULTANT with
respect to any portion of such information that CONSULTANT demonstrates
to LPC's satisfaction by written evidence (i) is or becomes a matter of
public knowledge through no act or omission of CONSULTANT, or (ii) is
in CONSULTANT's possession before receipt from LPC, (iii) is rightfully
received by CONSULTANT from a third party without a duty of
confidentiality, and (iv) is disclosed by LPC to a third party without
a duty of confidentiality.
b) That he will recognize as binding on him and comply with
government-prescribed regulations and mandatory contract provisions
related to the safeguarding of military information and transferring or
making available to the Government of such patent rights as may be the
subject of contracts between LPC and the Government of the United
States of America or any of its agencies.
c) That he will disclose promptly to LPC all inventions, discoveries,
improvements, trade secrets and secret processes, whether patentable or
not, made or conceived by CONSULTANT, either solely or in collaboration
with others, during the term of this Agreement whether or not during
regular working hours, and relating to any methods, apparatus, products
or components thereof that are manufactured, sold, leased, used or
under development by LPC or pertain to any business or activity of LPC,
or to the work for which CONSULTANT was retained by LPC.
d) That he will, and does hereby assign and grant to LPC all of his
right, title and interest in and to the inventions, discoveries,
improvements, trade
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secrets and secret processes described in subparagraph (c) above, and
any patents granted thereon, and at the request and expense of LPC he
will make, execute and deliver all application papers, assignments or
instruments and perform or cause to be performed such other acts as LPC
may deem desirable or necessary in making or prosecuting applications,
domestic or foreign, for patents, re-issues, and extensions thereof,
and assist and cooperate (without expense to him) with LPC or any of
its designated representatives, in any controversy or legal proceedings
relating to said inventions, discoveries, improvements, trade secrets
and secret processes or to any patents which may be procured thereon.
Should CONSULTANT be requested after termination of this Agreement to
perform services for LPC in connection hereunder, he shall be paid a
prorated amount for such services at the same rate prevailing at the
time of termination.
e) That all said inventions, discoveries, improvements, trade secrets
and secret processes described in subparagraphs (c) and (d) above,
whether or not patented, shall become and remain the property of LPC,
its successors and assigns, unless expressly released by LPC as
hereinafter provided.
f) That all copyrightable works created during the term of this
Agreement by CONSULTANT or under LPC's direction in connection with the
services rendered hereunder are "works made for hire" and shall be the
sole and complete property of LPC and that any and all copyrights to
such works shall belong to LPC. To the extent such works are not deemed
to be "works made for hire," CONSULTANT hereby assigns all proprietary
rights, including copyright, in these works to LPC without further
compensation. CONSULTANT further agrees to execute and sign any and all
applications, assignments, or other instruments which LPC may deem
necessary in order to enable it, at its expense, to apply for,
prosecute, and obtain such copyrights or other proprietary rights in
the United States and foreign countries or in order to transfer to LPC
all right, title, and interest in such copyrights or other proprietary
rights.
g) That upon request or at the time of leaving the service of LPC,
CONSULTANT will deliver to LPC and not keep or deliver to anyone else,
any and all drawings, blueprints, notes, memoranda, specifications,
devices, documents and in general any and all material relating to
LPC's business or activity or to any inventions, discoveries,
improvements, trade secrets, secret processes, or copyrightable
material covered by this Agreement.
h) Any attempt on the part of CONSULTANT to induce others to leave
LPC's employ, or any effort by CONSULTANT to interfere with LPC's
relationship with its other employees would be harmful and damaging to
LPC. CONSULTANT agrees that during the term of this Agreement and for a
period of six (6) months thereafter, CONSULTANT will not in any way,
directly or indirectly (i) induce or attempt to induce any employee of
LPC to quit employment with LPC; (ii) otherwise interfere with or
disrupt LPC's relationship with its employees; (iii) solicit, entice,
or hire away any employee
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of LPC; or (iv) hire or engage any employee of LPC or any former
employee of LPC whose employment with LPC ceased less than one (1) year
before the Effective Date of this Agreement.
6. LPC will investigate each patent disclosure submitted by CONSULTANT and if it
elects to file a patent application thereon agrees to pay all expenses in
connection with the preparation and prosecution of such patent application or
applications which it may decide to file in the United States of America or in
foreign countries.
7. If CONSULTANT petitions LPC in writing to release any of its rights to any
inventions, discoveries, improvements, trade secrets or secret processes or any
patents granted thereon, which by this Agreement are assigned to LPC, the latter
will promptly consider and act on such petition but is not obligated to release
any of its rights to CONSULTANT.
8. LPC acknowledges that CONSULTANT will use certain computer equipment owned by
CONSULTANT in the performance of his duties and that it would be impractical to
remove such equipment from LPC premises after each use. Therefore, LPC agrees
that such computer equipment may remain in LPC's facility until termination of
this Agreement and LPC shall safeguard such equipment from theft or negligent
use in the same manner as it safeguards its own computer equipment. In the event
that such CONSULTANT-owned computer equipment is lost or damaged, as
CONSULTANT's sole remedy, LPC shall replace any such lost or damaged equipment
and commercial software products, provided that LPC shall not be liable for lost
or damaged data or custom software.
9. CONSULTANT and LPC are contractors independent of one another and neither
party's employees will be considered employees of the other party for any
purpose. This Agreement does not create a joint venture or partnership, and
neither party has the authority to bind the other to any third party.
10. Neither this Agreement nor any benefits hereunder shall be assignable by
CONSULTANT, and all of CONSULTANT's obligations hereunder shall be binding upon
his heirs and legal representatives. The terms and provisions hereof shall inure
to the benefit of LPC's successors and assigns.
11. This Agreement constitutes the entire agreement between LPC and CONSULTANT
with respect to the subject matter hereof. This agreement shall be governed by
the laws of the State of California. The masculine gender shall be deemed to
include the feminine gender where appropriate.
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12. The term "LPC" as used in this Agreement shall be deemed to include not only
LASER POWER CORPORATION, but also all of its divisions, subsidiaries, and/or
affiliates.
LASER POWER CORPORATION XXXXXX X. XXXXXX
By:
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Title:
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