CONSULTING AGREEMENT
THIS AGREEMENT, MADE AS OF , by and between, GEN TRAK, INC.
(hereafter referred to as "GEN TRAK"), and Xxxxxx X. Xxxx, Xx., 00 Xxxxxxxxx
Xxxx, Xxxxxxxxxxxx, Xx 00000, (hereafter referred to as "CONSULTANT");
WITNESSETH:
WHEREAS, GEN TRAK desired that CONSULTANT provide certain business development
consulting services, and
WHEREAS, both GEN TRAK and CONSULTANT desire to set forth in writing the terms
and conditions of their dealings;
NOW, THEREFORE, in consideration of the premises hereof and the mutual covenants
and conditions hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as follow:
ARTICLE 1 - CONSULTING SERVICES
On the terms and conditions set forth, GEN TRAK hereby engages CONSULTANT to
consult in the area(s) of business development, and CONSULTANT hereby accepts
such engagement. CONSULTANT agrees to use his best efforts, at a level
consistent with persons having similar level of education, experience, and
expertise in his field, in the performance of the services called hereunder.
ARTICLE 2 - TERMS OF AGREEMENT
The term of this agreement shall be for two years from the above date,
extendible for a mutually agreed upon period. Services shall consist of specific
tasks or results to be achieved and shall be performed at mutually agreeable
times on an as-needed basis.
ARTICLE 3 - INDEPENDENT CONTRACTOR
CONSULTANT agrees that he shall be acting as an independent contractor.
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ARTICLE 4 - COMPENSATION
GEN TRAK agrees to pay CONSULTANT at the rate of 2000 dollars per month for up
to 40 hours of work and 75 dollars per hour for work in excess of 40 hours. plus
reasonable travel and other expenses incurred by CONSULTANT during the term of
this Agreement. CONSULTANT shall report directly to Xxxxxx X. Xxxxx and provide
a invoice of time and expenses spent on the project.
ARTICLE 5 - CONFIDENTIALITY
For purposes of this Agreement, the term "confidential information" shall be any
information embodying a whole or any portion or phase of any scientific or
technical information, design, process, procedure, formula, improvement,
concept, idea, technique, know-how, market data and accounting data. CONSULTANT
agrees to, sign and execute a Confidentiality Agreement provided by GEN TRAK
that shall be attached to this Agreement and be considered part of this
Agreement.
ARTICLE 6 - SCOPE OF AGREEMENT
This Agreement is intended by the parties hereto to be the final expression of
their agreement, and it constitutes the full and entire understanding between
the parties with respect to the subject hereof, notwithstanding any
representations, statements, or agreements to the contrary heretofore made. This
Agreement may be amended only in writing signed by the parties to this
Agreement.
ARTICLE 7 - OWNERSHIP OF PROVIDED SERVICES AND RESULTS
CONSULTANT agrees that the Services and their results, reports and other data or
materials generated or developed by CONSULTANT shall be and main the sole and
exclusive property of GEN TRAK.
CONSULTANT shall perform any acts that may be reasonably deemed necessary by GEN
TRAK to evidence transfer of ownership of all materials designated under this
Article 7 to GEN TRAK to the fullest extent possible, including but not limited
to the making of further written assignments in a form determined by GEN TRAK.
ARTICLE 8 - RETURN OF MATERIAL
Upon request of GEN TRAK, but in any event upon termination of the Agreement,
CONSULTANT shall surrender to GEN TRAK all memoranda, notes, records, drawings,
models, maps, plans, reports, blueprints, sketches, letters, manuals, and other
documents or materials (and all copies of same) pertaining to the services
generated or developed by CONSULTANT or furnished by GEN TRAK to CONSULTANT,
including all materials embodying any Proprietary Materials.
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ARTICLE 9 - TERMINATION
This Agreement may be terminated by GEN TRAK or CONSULTANT upon sixty (60) days
written notice to the other party after the two year period. In the event GEN
TRAK, for any reason, terminated this Agreement prior to the expiration of the
term hereof, GEN TRAK shall be obligated to compensate CONSULTANT at the rate
established herein for any remaining time of the Agreement.
ARTICLE 10 - COUNTERPARTS
This Agreement is executed in two counterparts, each of which shall for all
purposes by deemed an original.
ARTICLE 11 - GOVERNING LAW
All disputes arising in any matter out of or in relation to this Agreement shall
be decided in accordance with the laws of Pennsylvania.
ARTICLE 12 - NOTICES
All notices given pursuant to this agreement shall be sufficient if mailed,
postage prepaid, by certified or registered mail, addressed as follows:
If to GEN TRAK:
Gen Trak, Inc.
0000 Xxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
If to CONSULTANT:
Xxxxxx X. Xxxx, Xx.
00 Xxxxxxxxx Xxxx
Xxxxxxxxxxxx, PS 19460
IN WITNESS WHEREOF, the parties have this Agreement to be entered into as of the
date first above written.
GEN TRAK, INC.
BY ________________________ ______________
Xxxxxx X. Xxxxx, Xx. Date
President & CEO
CONSULTANT
By ________________________ ______________
Xxxxxx X. Xxxx, Xx. Date
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