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EXHIBIT 6.11
CONSULTING AGREEMENT
CONSULTING AGREEMENT made this ___ day of January, 2001 by and between X.X.
XXXXXX ASSOCIATES, INC., a _________________ corporation ("Xxxxxx"), and
ULTRASTRIP SYSTEMS, INC., a Florida corporation ("Ultrastrip").
RECITAL:
Ultrastrip wishes to engage Xxxxxx as a part-time consultant and Xxxxxx is
willing to accept such engagement on the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, it is agreed as follows:
1. RESPONSIBILITIES. As an independent contractor, Xxxxxx shall devote time and
attention to (a) developing and advancing business relationships between
Ultrastrip and Middle Eastern entities and entities in other regions of the
world designated by Ultrastrip requiring the products and/or services offered by
Ultrastrip, and (b) generating investment capital for Ultrastrip. Services
shall be rendered by Xxxxxx without any direct supervision by Ultrastrip. Xxxxxx
shall devote such time as is necessary to fulfill such duties.
2. COMPENSATION. As compensation for services hereunder, Ultrastrip shall pay
Xxxxxx (a) a commission in the amount of two percent (2%) of the gross amount of
investment capital paid to Ultrastrip generated by Xxxxxx, except for any
investments made by Projects International, which shall not be subject to the
payment of commissions hereunder, and (b) a fee of five thousand dollars ($5000)
per trip undertaken by Xxxxxx at Ultrastrip's written request.
3. EXPENSE REIMBURSEMENT. Ultrastrip shall reimburse Xxxxxx for all travel,
entertainment and other expenses paid or incurred by Xxxxxx in performing
services hereunder upon presentation of expense statements, vouchers or other
evidence of payment, provided that Xxxxxx shall have received the express
written consent of Ultrastrip before the incurrence of any expense in excess of
one hundred dollars ($100.00).
4. INVENTION ASSIGNMENT; CONFIDENTIALITY COVENANT.
(a) PROPRIETARY INFORMATION.
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(i) Xxxxxx acknowledges that during the course of performing
services hereunder, Ultrastrip may disclose information to it which Ultrastrip
considers proprietary and secret ("Proprietary Information"). Any such
Proprietary Information shall be disclosed to Xxxxxx in written or oral form and
marked "Proprietary Information" if in written form.
(ii) Xxxxxx shall not disclose any Proprietary Information to
any person or entity other than representatives or agents of Ultrastrip. Xxxxxx
shall treat all such information as the confidential and proprietary property of
Ultrastrip.
(iii) Information shall not be deemed or marked "Proprietary
Information" if it (A) is or becomes generally available to the public other
than by disclosure in violation of this Agreement; (B) was within Xxxxxx'x
possession prior to being furnished to it by Ultrastrip hereunder; (C) becomes
available to Xxxxxx on a non-confidential basis from a party which does not have
a confidentiality obligation to Ultrastrip respecting such information; or (D)
is independently developed by Xxxxxx without reference to any information
received from Ultrastrip by Xxxxxx.
(iv) Xxxxxx may disclose any Proprietary Information that is
required to be disclosed by law, government or court order. If disclosure is
required, Xxxxxx shall give Ultrastrip advance notice so that Ultrastrip may
seek a protective order or take other action reasonable in light of the
circumstances.
(v) Upon termination of this Agreement, Xxxxxx shall promptly
return to Ultrastrip all materials containing Proprietary Information as well
as data, records, reports and other property furnished by Ultrastrip to Xxxxxx,
together with all copies of any of the foregoing. Notwithstanding such return,
Xxxxxx shall continue to be bound by the terms of the confidentiality provisions
contained in this Agreement for a period of three (3) years after termination of
this Agreement.
(b) INTELLECTUAL PROPERTY. Xxxxxx shall promptly and fully disclose to
Ultrastrip those inventions, improvements, discoveries, processes, formulas,
techniques, methods, trade secrets or other intellectual property, whether or
not patentable or copyrightable (collectively defined as "Inventions"), made,
conceived, developed or first reduced to practice by Xxxxxx, either alone or
jointly with others, while performing services hereunder. Xxxxxx hereby assigns
to Ultrastrip all of its right, title and interest in such Inventions. Xxxxxx
shall execute any documents necessary to perfect the assignment of such
Inventions to Ultrastrip and to enable Ultrastrip to apply for, obtain and
enforce patents or copyrights in any and all countries on such Inventions.
(c) DATA OWNERSHIP. Ownership of data generated by Xxxxxx while
performing its duties under this Agreement is vested exclusively in Ultrastrip.
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(d) ABSENCE OF CONFLICT. Xxxxxx represents and warrants that its
performance of all the terms of this Section 4 does not and will not breach any
agreement to keep in confidence Proprietary Information acquired by it in
confidence or in trust. Xxxxxx further represents and warrants that it has not
entered into and shall not enter into any agreement, either written or oral, in
conflict with its ability to assign specific rights as described herein or with
its ability to perform its duties as described herein.
5. ADDITIONAL COVENANTS. Xxxxxx acknowledges that Ultrastrip would be
irreparably harmed if Xxxxxx fails to comply with the obligations listed below.
Accordingly, in consideration of the benefits inuring to Xxxxxx hereunder, and
as an inducement to Ultrastrip to enter into this Agreement, Xxxxxx hereby
covenants and agrees that during the Term and for a period of three (3) years
from the date of termination or expiration of the Term or any extension thereto,
Xxxxxx will not:
(a) disclose to any third party Proprietary Information obtained
during the Term of this Agreement without the express written permission of
Ultrastrip unless expressly required to do so by a regulatory agency or by a
court order;
(b) solicit, entice or induce any employee of Ultrastrip to terminate
his employment or engage in any competitive business;
(c) solicit, entice or induce any vendor, investor, customer or
distributor of Ultrastrip to terminate or diminish its relation with
Ultrastrip; or
(d) otherwise damage, disparage or interfere with Ultrastrip's
business.
Xxxxxx acknowledges that the foregoing covenants will not prevent it from
consulting for other companies. They are designed to prevent a competitive
business from gaining unfair advantage from Xxxxxx'x knowledge of Proprietary
Information or otherwise damaging or interfering with Ultrastrip's business.
Ultrastrip hereby covenants and agrees not to request Xxxxxx to perform any
services Xxxxxx does not consider to be consistent with its best professional
judgment. Ultrastrip further agrees that it will not knowingly damage, disparage
or interfere with the professional reputation of Xxxxxx during the Term or
subsequently.
6. TERMINATION. This Agreement shall commence on the date of mutual execution
hereof and expire December 31, 2001 (the "Term"). Xxxxxx may terminate this
Agreement upon sixty (60) days' prior written notice. Xxxxxx'x covenants and
agreements under Sections 4 and 5 hereof shall survive the termination or
expiration of the Term. Xxxxxx acknowledges that legal remedies for the breach
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or threatened breach of such covenants and agreements would be inadequate and
therefore agrees that Ultrastrip shall be entitled to injunctive relief, in
addition to any other available rights and remedies, in case of any breach or
threatened breach.
Ultrastrip may terminate this Agreement upon sixty (60) days' prior written
notice for breach hereof by Xxxxxx, if Ultrastrip enters into bankruptcy or
receivership proceedings, or in the event of a merger or consolidation in which
Ultrastrip is not the survivor.
7. MISCELLANEOUS.
(a) In the event that there is any dispute between the parties hereto,
the parties agree to submit the matter to binding arbitration in Stuart, Florida
in accordance with the commercial rules of the American Arbitration Association
then applicable before a panel of three (3) arbitrators. The decision of the
panel of arbitrators shall be final, binding and conclusive upon the parties
hereto and judgment thereon may be entered in any court having jurisdiction. The
costs of such arbitration shall be paid or reimbursed by the non-prevailing
party.
(b) This Agreement contains the entire understanding between the
parties concerning the subject matter hereof.
(c) This Agreement may be changed only by an agreement in writing
signed by the party against whom enforcement of any waiver, change, modification
or discharge is sought.
(d) Any notices, demands, directions or requests required or desired to
be given hereunder to a party hereto shall be in writing and shall be given or
made by first-class mail to the respective address written below. Each party may
designate a different address by notice in writing to the other party.
(e) This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their successors.
(f) This Agreement shall be construed in accordance with and governed
by the laws of the State of Florida.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above written.
ULTRASTRIP SYSTEMS, INC.
By: /s/ Xxxxxx X. XxXxxxx
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Xxxxxx X. XxXxxxx, President
Address: 0000 X.X. Xxxxxx Xxxx.
Xxxxxx, XX 00000
X.X. XXXXXX ASSOCIATES, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President
Address: 0000 Xxxxxxxxx Xxx. X.X.
Xxxxxxxxxx, XX 00000-0000
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