CONSULTANT AGREEMENT
Exhibit
10.2
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MIKTAM TECHNOLOGIES, INC. |
This
Consultant Agreement (this "Agreement") is made and effective on October 1,
2008, by and between Miktam Technologies, Inc. (the "Company"), a corporation
organized and existing under the laws of the state of California; and Psalm
Technologies, Inc. (金詩科技股份有限公司, the
"Consultant"), a corporation organized and existing under the laws of the
Republic of China, Taiwan.
Now,
therefore, Consultant and Company agree as follows:
1. Engagement.
Company
hereby engages Consultant, and Consultant accepts engagement, to provide
consulting services to the Company on the daily operations in connections with
the Sales, Marketing and Field Application Engineering Support related to the
Company products sold in Taiwan and China.
2. Term.
The term
of this Agreement shall be for the period of 12 months from the effective date,
subject to prior termination as provided herein. This agreement supercedes all
prior agreements with Consultant.
3. Payment.
The
Company shall pay Consultant the amount of thirteen-hundred thousand dollars
($130,000 USD) for the services performed pursuant to this Agreement on the
quarterly basis. The payments shall be made within 7 days from first day of each
quarter during this agreement period. It is anticipated and acknowledged by the
parties that compensation programs are subject to change in the normal course of
business by written consent.
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MIKTAM TECHNOLOGIES, INC. |
4. Cost and
Expenses.
Unless
the Company has provided a written consent, the Consultant shall not be
reimbursed for any costs and/or expenses incurred by the
Consultant.
5. Confidentiality.
Consultant
acknowledges it is a policy of the Company to maintain as secret and
confidential all information heretofore or hereafter acquired, developed, used
or useful to the Company relating to the business, operations, technology or
customers of the Company or of any affiliates of the Company, including without
limitation, customer lists and business or trade secrets developed by or on
behalf of the Company. (All of the above is collectively referred to as
“Confidential Information”). The Consultant shall not, without the prior written
consent of Company, disclose to anyone the terms of this Agreement.
6. Termination.
A. This
Agreement may be terminated by Company as follows: (i) If the Consultant is
unable to provide the consulting services by reason of temporary or permanent
illness, disability, incapacity or death; (ii) Breach or default of any
obligation of the Consultant pursuant to Section 5, Confidentiality, of this
Agreement; (iii) Breach or default by the Consultant of any other material
obligation in this Agreement, which breach or default is not cured within five
days of written notice from the Company.
B.
Consultant may terminate this Agreement as follows: (i) Breach or default of any
material obligation of the Company, which breach or default is not cured within
five days of written notice from the Consultant; or (ii) If the Company files
for bankruptcy laws, or any bankruptcy petition or petition for receiver is
commenced by a third party against the Company, any of the foregoing of which
remains undismissed for a period of 60 days.
7. Headings.
The
headings in this Agreement are inserted for convenience only and shall not be
used to define, limit or describe the scope of this Agreement or any of the
obligations herein.
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MIKTAM TECHNOLOGIES, INC. |
8. Final
Agreement.
This
Agreement constitutes the final understanding and agreement between the parties
with respect to the subject matter hereof and supersedes all prior negotiations,
understandings and agreements between the parties, whether written or oral. This
Agreement may be amended, supplemented or changed only by an agreement in
writing signed by both of the parties.
9. Applicable
Laws; Severability.
The
parties hereto agree that this Agreement shall be governed by the laws of the
State of California. If any term of this Agreement is held by a court of
competent jurisdiction to be invalid or unenforceable, then this Agreement,
including all of the remaining terms, will remain in full force and effect as if
such invalid or unenforceable term had never been included.
IN
WITNESS WHEREOF, this Agreement has been executed by the parties as of the date
first above written.
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The Company
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The Consultant
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Miktam
Technologies, Inc.
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Psalm
Technologies, Inc.
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0000X
Xxxx Xxxxx 2
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0X.-0,
Xx.000, Songde Rd., Sinyi Dist.
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Xxx
Xxxx, XX 00000
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Xxxxxx
Xxxx 000, Xxxxxx, X.X.X.
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By:
/s/ Xxxxxx
Xxxx
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By:
/s/ Jui-Xxxx
Xxxx
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Xxxxxx
Xxxx
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Jui-Xxxx
Xxxx
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President
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President
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Date:
10/06/2008
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Date:
10/07/2008
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