EXHIBIT 10.5
CONSULTING AGREEMENT
This Agreement, effective as of June 1, 2000, is entered into between
Xxxxxxx X. Xxxxxxx an (hereinafter referred to as "CONSULTANT"), and Casino Data
Systems, a Nevada corporation (hereinafter referred to as "CDS").
RECITALS
CONSULTANT and CDS wish to enter into an agreement under which
CONSULTANT shall perform consulting services for the benefit of CDS as directed
by officers and directors of CDS.
TERMS
NOW THEREFORE, in consideration of the mutual covenants, conditions,
and obligations stated herein, the parties agree as follows:
SERVICES
1. CONSULTANT hereby agrees to perform consulting service for the benefit
of CDS, and CDS hereby agrees to engage CONSULTANT to perform such
consulting services as the Board of Directors and Officers of CDS and
CONSULTANT may mutually agree from time to time.
2. CDS acknowledges that CONSULTANT may from time to time accept
independent contracts for work provided that: i) such work does not
interfere with his responsibilities to CDS, or ii) such work is not for
the benefit of an entity or person directly or indirectly competing
with CDS. CONSULTANT shall not be employed by any other entity or
person during the term of this Agreement without CDS' prior written
consent.
COMPENSATION AND BENEFITS
3. CDS shall pay CONSULTANT a minimum fee of $100,000 (One hundred
Thousand Dollars) per year, payable in equal monthly installments,
during the term of this Agreement. CONSULTANT's fee may be increased
from time to time at the discretion of the Board of Directors.
4. CDS may pay an additional fee to CONSULTANT, subject to the discretion
of the Board of Directors of CDS.
5. CONSULTANT shall not be eligible to participate in benefits offered by
CDS to its employees.
1
6. Pursuant to the terms and conditions of an option agreement of even
date herewith, CDS agrees to award CONSULTANT options to purchase up to
500,000 shares of CDS' common stock. These options shall vest as to
100,000 shares on the first anniversary of the date hereof and
hereafter ratably in quarterly increments over an additional four (4)
year period.
7. CDS will reimburse CONSULTANT all reasonable business expenses incurred
in performing CONSULTANT's duties and promoting the business of CDS.
TERM AND TERMINATION
8. The term of this Agreement shall be one (1) year from the date of this
agreement. This Agreement shall automatically renew for successive one
(1) year terms thereafter, subject to the termination provisions of the
next paragraph.
9. Either CONSULTANT or CDS may terminate this agreement at any time upon
thirty (30) days written notice to the other party.
INTELLECTUAL PROPERTY OWNERSHIP AND NON-DISCLOSURE OF INFORMATION
10. CDS shall be the sole owner of all Intellectual Property (as defined
below) created, developed, or invented by CONSULTANT during the term of
this Agreement and related to CDS' current or prospective business. The
term "Intellectual Property" shall include, without limitation, trade
secrets, inventions, patents, patent applications, trademarks, works of
authorship, and all improvements therein. CONSULTANT shall not, during
or after the term of this Agreement, disclose any of the Intellectual
Property to any person, firm, corporation, association or other entity
for any reason or purpose, except pursuant to the written instructions
of CDS or by order of a court of competent jurisdiction. In the event
of CONSULTANT's breach or threatened breach of this paragraph, CDS
shall be entitled to a preliminary restraining order and an injunction
restraining and enjoining CONSULTANT from disclosing any or any part of
the Intellectual Property and from rendering services to any person,
firm, corporation, association, or other entity to whom all or any part
of such information or technology has been, or is threatened to be,
disclosed.
ASSIGNMENT AND SURVIVAL
11. This Agreement and all of the provisions hereof will be binding upon
and inure to the benefit of the parties hereto and their respective
successors and permitted assigns, except that neither this Agreement
nor any of the rights, interests or obligations hereunder may be
assigned by CONSULTANT to any other party or person without the prior
written consent of the Company, which consent may be withheld for any
or no reason.
2
RESTRICTIVE COVENANT
12. CONSULTANT agrees that during the term of this Agreement and for a
period of one (1) year thereafter, CONSULTANT will not, without the
prior written consent of the Company, directly or indirectly, engage in
any of the following actions:
Render services, advice or assistance to any corporation, person,
organization or other entity which offers products or services
which compete with products or services offered by the Company or
which may be offered by the Company within the foreseeable future,
including, without limitation, as an employee, independent
contractor, officer, director, manager, beneficial owner, partner,
member or shareholder (other than being a shareholder in a
corporation required to file periodic reports with the Securities
and Exchange Commission under Section 13 or 15 (d) of the
Securities Exchange Act of 1934, as amended, where the
shareholder's total holdings are less than one percent (1%)).
Induce, solicit, endeavor to entice or attempt to induce any
customer, supplier, licensee, licensor or other business relation
of the Company to cease doing business with the Company, or in any
way interfere with the relationship between any such customer,
vendor, licensee, licensor or other business relation and the
Company.
In addition, CONSULTANT agrees that during the term of this Agreement and for a
period of six months thereafter, CONSULTANT will not induce, solicit, endeavor
to entice or attempt to induce any employee of the Company to leave the employ
of the Company, or to work for, render services or provide advice to or supply
confidential business information or trade secrets of the Company to any third
person or entity, or in any way interfere adversely with the relationship
between any such employee and the Company.
GENERAL PROVISIONS
13. This Agreement contains the complete agreement between parties and
supersedes any prior understandings, agreements or representations by
or between the parties, written or oral, which may have related to the
subject matter hereof in any way. This Agreement may not be amended or
waived except in a writing executed by the party against which such
amendment or waiver is sought to be enforced. No course of dealing
between or among any persons having any interest in this Agreement
will be deemed effective to modify or amend any part of this Agreement
or any rights or obligations of any person under or by reason of this
Agreement.
14. The headings of the paragraphs of this Agreement are inserted for
convenience only and shall not constitute a part hereof or affect in
any way the meaning or interpretation of this Agreement.
15. The Parties agree that this Agreement is for the benefit of the parties
hereto and is not intended to confer any rights or benefits on any
third party, and that there are no third
3
party beneficiaries as to this Agreement or any part or specific
provision of this Agreement.
16. This Agreement shall be interpreted in accordance with the laws of the
State of Nevada without regard to conflict of law provisions contained
therein. Any action or other legal proceeding relating to the subject
matter of this Agreement shall be brought in the State of Nevada; both
parties hereby consent to such venue.
17. Any and all notices or other communications required or permitted by
any provision of this Agreement shall be in writing and shall be
hand-delivered, mailed by certified mail, return receipt requested, or
delivered by overnight courier and shall be deemed to be given, dated
and received when so delivered or, if mailed, 48 hours after the time
of mailing, to the Company at 0000 Xxxxxxxx Xxxxx, Xxx Xxxxx, Xxxxxx
00000, and to CONSULTANT at the address reflected in the books and
records of the Company (or to such other address or addresses as either
party may subsequently designate by notice given hereunder).
18. In the event that any of the provisions contained in this Agreement
shall be held to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not effect any
other provisions hereunder, and this Agreement shall be construed as if
such invalid, illegal, or unenforceable provision had never been
contained herein.
The parties execute this Agreement as follows:
CONSULTANT CASINO DATA SYSTEMS
/s/ Xxxxxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxx
-------------------------- --------------------------------
Its: CEO/Chairman
----------------------------
June 1, 2000 6/1/00
-------------------------- -----------------------------------
Date Date
4
