Exhibit 10.4
CONSULTING AGREEMENT
THIS AGREEMENT is effective the 2nd day of November, 2002, by and
between ITS Networks Inc. (the "Company"), and Xxxxxxxx Xxxxxxxx (the
"Consultant").
WHEREAS, the Company has expressed its desire to retain the services
of the Consultant, as a consultant, subject to the terms and conditions herein;
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:
1. Scope of Agreement. The Company hereby retains the
Consultant, subject to the terms and conditions of this Agreement. During the
term of this Agreement, Consultant represents, warrants and covenants that he
will devote his full-time best efforts in the perfor-xxxxx of his duties, as set
forth herein, to the sales and marketing of the Company's telephone products and
services.
2. Term. The term of this Agreement shall be a period of
thirteen (13) months from the date of this Agreement. After such initial term,
this Agreement shall continue month-to-month unless terminated by either party
by providing 60 days prior written notice to the other party. Ter-mination of
this Agreement by the Company or the Consultant will not affect the right of the
Consultant to receive the compensation to which he is entitled pursuant to this
Agreement.
3. Duties. It shall be the responsibility of the Consultant to
advise the Company regarding the sales and marketing of the Company's telephone
products and services on a full-time basis
4. Compensation. Compensation to the Consultant for providing
services to the Company described in Paragraph 3 of this Agreement shall be
10,000. There is additional variable compensation which is subject to
performance criteria which will be defined by management.
5. Expenses. The Company shall promptly reimburse and/or advance
funds to the Consultant upon his request for expenses incurred or to be incurred
on behalf of Company on a fully accountable basis, such as air travel, hotel,
entertainment, meals, telephone, overnight delivery, and other direct costs. It
is understood and agreed that all air travel tickets will be pre-paid by the
Company upon request.
6. Working Facilities. The Consultant shall be solely
responsible for his own office facilities, secretarial help and such other
facilities and services as he may require to perform his duties under this
Agreement.
7. Status as Independent Contractor. Consultant acknowledges
that he is an independent contractor and not an employee, servant, or agent for
all purposes under state and federal law, including state and federal income
tax, F.I.C.A., etc. The Company is interested only in the results of
Consultant's efforts; the manner, the details, and the means of conducting his
work are Consultant's sole responsibility.
8. Confidentiality. During the term of this Agreement, the
Consultant may have access to and gain knowledge of the lines of business of the
Company, particularly information concerning trade secrets, trade information,
business methods, sales xxxx-dards, processes and techniques, financial
information, sales prospects, customer lists, or other valuable and confidential
information. The parties acknowledge that unauthori-zed disclosure, use or
misuse of the above described confidential information could cause harm to the
Company. The Consultant agrees that except as required by his duties on behalf
of the Company, he will not use or disclose to anyone at any time, during or
after termination of this Agreement, any confidential information obtained by
him in the course of his activities on behalf of the Company. This includes
without limitation, infor-mation relating to customers of the Company, financial
information, business methods and/or information relating to the sales and
marketing of the products and/or services of the Company.
9. Entire Agreement. This Agreement contains the entire
Agreement of the parties. This Agreement supersedes all other agreements
whether oral or in writing heretofore made or existing between the Company and
the Consultant relating to Consultant's association with the Company.
10. Counterparts. This Agreement may be simultaneously executed
in one or more counterparts, each of which shall be deemed an original and all
of which shall constitute one and the same Agreement.
11. Captions, Headings, and Paragraph Titles. All captions,
headings, and paragraph titles of this Agreement are for convenience only and
are not to be otherwise used for interpretation or defining any of the
provisions hereof.
12. Miscellaneous. All of the conditions of the Consultant's
relationship to the Company are set forth in this Agreement and/or Addendum(s)
hereto. No modification of this Agreement or Addendum hereto shall be valid
unless made in writing and signed by the parties. This Agreement shall be
construed in accordance with the laws of the State of California.
13. IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
ITS NETWORKS INC. CONSULTANT:
By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxx, President Xxxxxxxx Xxxxxxxx
