CONSULTING SERVICES AGREEMENT
This
Agreement is made and entered into as of the 22nd day of July 2019
between
Park Consultants LLC (“Consultant”),
with an address of c/o Witman Xxxxxxxxxx, P.A., 00 Xxxxxxxx
Xxxxxxxx, Xxxxx 000, Xxxxxxx Xxxx, XX 00000-0000 and ParkerVision,
Inc. (“Company”), a Florida corporation, having offices
at 0000 Xxxxxxxxxx Xxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx
00000.
In consideration of the mutual promises made herein and for good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as
follows:
1. Engagement.
The Company hereby engages the Consultant, to act as special
advisor to the Chief Executive Officer (“CEO”) with
regard to a range of business strategies including patent reform
lobbying, enforcement of intellectual property and other related
enforcement matters including introductions to relevant
professional firms and assisting the CEO with management of matters
and relationships that may result from the Company pursuing
recommended business strategies (“Services”).
It is
understood and acknowledged by the parties that the value of
Consultant’s Services is not susceptible of quantification
and that, although Consultant shall be obligated to render the
Services contemplated by this Agreement upon the reasonable request
of the Company, Consultant shall not be obligated to spend any
specific amount of time in so doing.
Further,
in rendering Services under this Agreement, Consultant may use
mailing lists, fax lists, email lists, business and/or industry
company lists which are proprietary and owned by the
Consultant.
2. Retainer.
At the time of signing of this Agreement, the Company will deliver
to Consultant a non-refundable account retainer payment of
1,800,000 warrants for the purchase of shares of the
Company’s common stock at an exercise price of $0.10 per
share (“Warrant Shares”). The Company and Consultant
have agreed that for the purposes hereof, the aggregate value of
the Warrant Shares is $180,000 (the “Retainer Amount”).
The Company and Consultant further acknowledge and agree that the
Retainer Amount will be credited against Consultant’s monthly
fee.
Consultant acknowledges that (i) he is acquiring the Warrant Shares
for its own account, for the purposes of investment only and not
with a view to, or for sale in connection with, any distribution
thereof in violation of applicable securities laws; (ii) the
Warrant Shares are not registered under any federal or state
securities laws and certificates representing the Warrant Shares
will be bear a legend accordingly; (iii) he will not sell, convey,
transfer or offer for sale the Warrant Shares except in compliance
with the terms of the Securities Act of 1933, as amended, any
applicable state securities laws or pursuant to an exemption
therefrom; (iv) he has access to all reports that the Company has
filed with the U.S. Securities and Exchange Commission, and
anything else which Consultant has requested relating to the
foregoing and has been afforded an opportunity to obtain any
additional information it deems necessary or advisable to evaluate
its acquisition of the Warrant Shares; (v) he believes that it has
been fully apprised of all facts and circumstances necessary to
permit it to make an informed decision about acquiring the Warrant
Shares; (vi) he has sufficient knowledge and experience in business
and financial matters and is capable of evaluating the merits and
risk of holding the Warrant Shares; (vii) he has the capacity to
protect its own interests in connection with the acquisition of the
Warrant Shares; (viii) he may be required to hold the Warrant
Shares for an indefinite period; and (ix) it can bear the loss of
the entire value of the Warrant Shares.
3. Compensation.
Consultant
will be paid a fee for Services of $10,000 per month over the
Term.
4. Financial
and Other Materials. The
Company agrees to furnish to Consultant all of its publicly
available disclosure and filing materials, financial statements,
business plans, promotional materials, annual reports and press
releases when generally made available to the public. In addition,
the Company will provide to Consultant such other public
information about the Company which Consultant reasonably requests
in order to provide the service obligations under this
Agreement.
5. Company
Representations. The
Company hereby represents and warrants that all services, opinions
and advice (written or oral) given by Consultant to the Company in
connection with Consultant’s engagement under this Agreement
are intended solely for the benefit and use of the
Company.
6. Company
Information. The
Company recognizes and confirms that, in providing the services to
the Company, Consultant will use and rely on data, material and
other information furnished to Consultant by the Company, without
independently verifying the accuracy, completeness or veracity of
same. With permission by the Company, Consultant may disseminate
through the use of postal, courier, print, Internet and web media
and advertisement, data, material or other information furnished to
him by the Company.
7. Confidentiality.
Consultant will hold in confidence any confidential information
that the Company provides either orally or in writing to Consultant
pursuant to this Agreement. Notwithstanding the foregoing,
Consultant shall not be required to maintain confidentiality with
respect to information (i) which is or becomes part of the public
domain not due to the breach of this Agreement by Consultant; (ii)
of which he had independent knowledge prior to disclosure; (iii)
which comes into the possession of Consultant in the normal and
routine course of his own business from and through independent
non-confidential sources; or (iv) which is required to be disclosed
by Consultant by laws, rules or regulations. If Consultant is
requested or required to disclose any confidential information
supplied to him by the Company, Consultant shall, unless prohibited
by law, promptly notify the Company of this request(s) so that the
Company may seek an appropriate protective
order.
8. Business
Activities. The
Company acknowledges that Consultant or his affiliates are in the
business of providing business and corporate development consulting
advice to others. Nothing herein contained shall be construed to
limit or restrict Consultant in conducting any business, or in
rendering any advice to others, provided that Consultant complies
with the requirements of Section 7 (Confidentiality) of this
Agreement.
9. Term.
This Agreement shall commence as of July 1, 2019 and will continue
through the 18-month anniversary of the date of the Agreement (the
“Term”). This Agreement may be terminated by either
party with sixty (60) days advance written notice. In the event the
Agreement is terminated by Consultant, Consultant agrees to return
to the Company the cash value of the unapplied retainer. In the
event the Agreement is terminated by the Company, the Company shall
be subject to a termination fee in an amount equal to the unapplied
retainer balance.
10. Indemnification.
(a) The
Company agrees to indemnify and hold harmless Consultant, its
employees, agents, representatives and controlling persons from and
against any and all losses, claims, damages, liabilities, costs and
expenses of or resulting from any suits, actions, investigations or
other proceedings (collectively, “Damages”), including,
without limitation, reasonable attorney fees and expenses, as and
when incurred, if such Damages were directly or indirectly caused
by, relating to, based upon or arising out of any action or
omission by the Company, or the rendering by Consultant of services
pursuant to this Agreement, so long as it is not finally determined
in any judicial proceeding that Consultant shall not have engaged
in intentional or willful misconduct, or shall have acted grossly
negligent, in connection with the services provided which form the
basis of the claim for indemnification. This paragraph shall
survive the termination of this Agreement.
11. Independent
Contractor.
Consultant shall perform its services hereunder as an independent
contractor and not as an employee or agent of the Company or any
affiliate thereof. Consultant shall have no authority to act for,
represent or bind the Company or any affiliate thereof in any
manner, except as may be expressly agreed to by the Company in
writing from time to time.
12. Cooperation.
The
parties agree to execute and deliver such documents and
instruments, whether expressly provided for herein or not, as may
be necessary or appropriate to effectuate any of the provisions of
this Agreement.
13. Miscellaneous.
This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof. No provision of this
Agreement may be amended, modified or waived, except in a writing
signed by both parties. If any provision of this Agreement is found
to be invalid or unenforceable, the remainder of the Agreement or
the application of the provision to persons or circumstances other
than those as to which it is held invalid or unenforceable, will
not be affected thereby, and each provision of this Agreement will
be valid and be enforced to the fullest extent permitted by law.
This Agreement shall be binding upon and inure to the benefit of
each of the parties and their respective successors, legal
representatives and assigns. This Agreement may be executed in
counterparts. Notices under this Agreement will be sufficient if in
writing and sent by certified mail or through a reputable overnight
carrier such as Federal Express to the address of the recipient
stated above and will be deemed given on the date sent. This
Agreement shall be construed and enforced in accordance with the
laws of the State of Florida without giving effect to conflict of
laws and any dispute arising here from shall be resolved
exclusively by the Courts located in Orlando
Florida.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed on the day and year first above
written.
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Park
Consultants LLC
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ParkerVision, Inc
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By:
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By:
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Name: Xxxxxxx X. Xxxxxx |
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Title: Chief Executive Officer |
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