EXHIBIT 10.9
TECHNOLOGY ADVISORY BOARD SERVICES AGREEMENT
This Technology Advisory Services Agreement ("Agreement") is entered into as of
Effective Date ___________, 2004
by and between ___________ ("Advisor").
Located at ____________________
____________________
____________________
And GRIDLINE COMMUNICATIONS CORP. ("Company"),
located at 00000 Xxxxxx Xxxxx Xxxx., Xxxxx 000,
Xxxxxxx, XX 00000.
PURPOSE OF THIS AGREEMENT
Gridline Communications Corp. provides broadband over powerline applications and
value-added services, and professional services related to the integration of
certain "power grid backbone" on-line network functions, including without
limitation, other broadband Internet functions.
Technology Advisory Board Member, herein known as Advisor, desires to provide
advice, contacts, and other relevant strategic input needed to enhance the
company's short-term objectives, and long term goal. Gridline Communications
Corp. and Advisor agree as follows:
1. SERVICES TO BE PERFORMED AND COMPENSATION
Gridline Communications Corp. will provide employees or consultants ("Gridline
Communications Corp. Staff") to perform services at Advisor's discretion on
projects as mutually agreed to in writing by Gridline Communications Corp. and
Advisor.
The Project Coordinator for Advisor shall be ________, (if any). All activities
of Gridline Communications Corp. Staff shall be coordinated with the Project
Coordinator.
Advisor is responsible for making the necessary contacts, acting as facilitator
in order to enable discussions for potential services to be rendered by Gridline
Communications Corp., with potential Utility companies, ISPs, Incumbent Local
Exchange Carriers (ILECs), Home Appliance Equipment Manufacturers, either in
partnership or as a service provider, etc. Advisor may also provide role to fill
in manpower gap currently being experienced by Gridline, in its current start-up
mode.
For services rendered, the member Advisor will receive 500,000 shares, (either
as an individual, or as a corporate entity), of Gridline's founder's company
stock at par value, which the Advisor will pay a subscription fee of $50.00 for,
as part of paid-in capital.
5. TERM
The term of this Agreement shall commence on the Effective Date, and continue
for two years.
6. TERMINATION
This Agreement may be terminated by either party upon 30 days written notice if
the other party breaches any material term or condition of the Agreement and
such breach remains uncorrected for fifteen (15) days following written notice
from the non-breaching party specifying the breach; the business of the other
party terminates; enters into voluntary or involuntary bankruptcy proceedings or
similar proceedings under state law; or becomes insolvent or makes any
assignment for the benefit of creditors.
7. CHANGE OF SCOPE
At any time during the term of this Agreement, should Advisor desire to provide
Gridline Communications Corp. with any additional services in the form of a
modification of or a change to the Services, Gridline Communications Corp. and
Advisor shall comply with the following:
SUBMISSION OF REQUEST. Advisor shall submit to Gridline Communications Corp. in
writing all requests by Advisor for any such additional services which alter,
amend,
enhance, add to, or delete from the Services and/or time and/or place of
performance (hereinafter referred to as "Modification/Change Request" or
"Request").
ACKNOWLEDGMENT PROCEDURE. Gridline Communications Corp. will evaluate such
Modification/Change Request as soon as possible but not later than three (3)
working days following Gridline Communications Corp.'s receipt of the Request.
Gridline Communications Corp.'s written response shall include the impact, if
any, on the duration. Gridline Communications Corp. in its sole discretion may
refuse to accept the Modification/Change Request. Such changes will be such that
it will enhance the company's position in meeting its stated objectives, goal
and interest.
8. NON-EXCLUSIVE AGREEMENT; CONFIDENTIALITY
8.1 NON-EXCLUSIVITY. This Agreement is non-exclusive
8.2 CONFIDENTIALITY. Each party agrees to afford the other party's Proprietary
Information the same degree of protection against unauthorized use or disclosure
as each party normally provides for its own proprietary information (which
protection shall not in any case be less than reasonable), provided that each
party's obligations hereunder shall not apply to information which (i) is known
to the receiving party at the time of disclosure by the disclosing party; (ii)
is now or hereafter in the public domain through no fault of the receiving
party; (iii) is developed independently by the receiving party; (iv) is
generally known or available through third parties without restriction; and (v)
is inadvertently disclosed by the receiving party despite the same and
reasonable degree of protection against unauthorized use or disclosure which the
receiving party normally provides for its own proprietary information. The term
"Proprietary Information" shall mean documented information which at the time of
its disclosure to the receiving party is identified as Proprietary by an
appropriate stamp or legend. For purposes of this Agreement, orally disclosed
information shall not be considered proprietary.
9. OWNERSHIP OF INTELLECTUAL PROPERTY
9.1 All right, title and interest in and to any pre-existing copyrightable
works and trademarks of Advisor, will remain the property of Advisor.
9.2 Client agrees that any and all ideas, concepts, or other intellectual
rights and property containing in any way the techniques, knowledge or processes
of the Gridline Communications Corp. services or Gridline Communications Corp.
products provided under this Agreement and other related Gridline Communications
Corp. agreements, whether or not developed for Advisors contacts, will remain
the property of Gridline with sole and exclusive right, title and ownership in
and to the said technology. This section shall survive any termination of this
Agreement.
10. INDEMNIFICATION FOR ADVISOR
Gridline agrees to hold harmless the Advisor for any claims, (including
reasonable attorney's fees and costs) for any third party claims that said
materials (whether or not incorporated into the Project or used by Gridline
Communications Corp.) infringed upon the copyrights, trademarks, trade dress,
publicity rights, privacy rights and other rights of others or are in violation
of law.
11. FORCE MAJEURE
Advisor shall not be liable to Gridline failure or delay caused by events beyond
Gridline Communications Corp.'s or Advisor's control, including, without
limitation, failure to furnish necessary information; sabotage; failure or
delays in transportation or communication; failures or substitutions of
equipment; labor disputes; accidents; shortages of labor, fuel, raw materials or
equipment; or technical failures.
12. GENERAL
GOVERNING LAW. This Agreement shall be governed and interpreted by the laws of
the State of Texas excluding its conflict of laws provisions. The parties agree
that any action brought for any dispute between the parties relating to this
Agreement shall be resolved through arbitration.
SEVERABILITY; WAIVER. If any provision of this Agreement is held to be invalid
or unenforceable for any reason, the remaining provisions will continue in full
force without being impaired or invalidated in any way. The parties agree to
replace any invalid
provision with a valid provision which most closely approximates the intent and
economic effect of the invalid provision.
HEADINGS. Headings used in this Agreement are for reference purposes only and in
no way define, limit, construe or describe the scope or extent of such section
or in any way affect this Agreement.
SUCCESSORS & ASSIGNS. Except as provided herein, this Agreement may not be
assigned or otherwise transferred without the prior written consent of the
non-transferring party. In the case of any assignment or transfer which may be
permitted under this Agreement, this Agreement or the relevant provisions
thereof shall be binding upon, and inure to the benefit of, the successors,
executors, heirs, representatives, administrators and assigns of the parties
hereto.
INDEPENDENT CONTRACTORS. The parties to this Agreement are independent
contractors, and no agency, partnership, joint venture or employee employer
relationship is intended or created by this Agreement. Neither party shall have
the power to obligate or bind the other party. Personnel supplied by Gridline
Communications Corp. shall work exclusively for Gridline Communications Corp.
and shall not, for any purpose, be considered employees or agents of the
Advisor. Gridline Communications Corp. assumes full responsibility for the acts
of such personnel while performing services hereunder and shall be solely
responsible for their supervision, direction and control, compensation, benefits
and taxes.
NOTICE. Any notices required or permitted hereunder shall be given to the
appropriate party at the address specified above or at such other address as the
party shall specify in writing. Such notice shall be deemed given: upon personal
delivery; if sent by telephone facsimile, upon confirmation of receipt; if sent
by electronic mail, upon confirmation of receipt; or if sent by certified or
registered mail, postage prepaid, five (5) days after the date of mailing.
COUNTERPARTS. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original and all of which shall be taken together
and deemed to be one instrument.
UNDERSTOOD, AGREED & APPROVED
IN WITNESS WHEREOF, each of the parties have executed this Agreement as of the
Effective Date first written above.
Gridline Communications Corp. Technology Advisory Board Member:
CORPORATION:
By: By:
