CONSULTING AGREEMENT
EXHIBIT
99.1
This
Consulting Agreement (the “Agreement”) is made and entered into as of the First
day of August, 2006 (the “Effective Date”) by and between RF Industries, Ltd., a
Nevada corporation (the “Company”), and Xxxxxx Xxxxxx (the
“Consultant”).
WITNESSETH:
WHEREAS,
the
Company desires to retain the Consultant and the Consultant desires to be
retained by the Company, all pursuant to the terms and conditions hereinafter
set forth;
NOW,
THEREFORE, in
consideration of the foregoing and the mutual promises and covenants herein
contained, it is agreed as follows:
| 1. |
Retention
of Consultant.
The Company agrees and does hereby retain the Consultant pursuant
to the
terms set forth herein. The Consultant does hereby accept such retention,
subject to and upon the terms and conditions hereinafter set
forth.
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| 2. |
Duties
of Consultant.
The Company hereby retains the Consultant to perform the following
consulting services for the Company: a) provide services to the Company
that normally are provided by a Chief Financial Officer of a public
company, as described in Appendix A, b) act as the corporate secretary
of
the Company, and c) provide such other financial and administrative
services related to the foregoing and as further described on Appendix
A
as the Company may, from time to time,
request.
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| 3. |
Compensation.
In
consideration for the services to be performed by the Consultant
as
provided herein, the Company agrees to and shall pay the Consultant
compensation as follow:
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The
Consultant shall receive a fee of $75 per hour with a minimum of 120 hours
of
services to be provided during each consecutive 60-day period
| 4. |
Status
of Consultant as an Independent Contractor.
The Consultant is retained only for the purposes and to the extent
set
forth herein, and the Consultant’s relationship to the Company during the
term of this Agreement shall be that of an independent contractor,
and
nothing in this Agreement shall be construed as equating Consultant
as an
employee of the Company. The Consultant recognizes that no amount
will be
withheld from his compensation for payment of any federal, state,
or local
taxes, and that the Consultant has sole responsibility to pay such
taxes,
if any, and to file such returns as shall be require by applicable
laws
and regulations. Consultant is not entitled to any medical coverage,
life
insurance, participation in the Company’s savings plan, or other benefits
afforded to the Company’s regular employees. Consultant has no power or
authority to act for, represent, or bind the Company or any company
affiliated with the Company in any manner. Further, nothing herein
shall
be construed as establishing a joint venture or partnership between
the
Consultant and the Company.
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5.
|
Termination
of Agreement.
Each of the parties hereto shall have the right to terminate this
Agreement by giving the other party five (5) days prior written notice.
Upon termination, the Consultant will be paid a for all unpaid services
provided through the date of termination. Upon termination, Section
6
“Confidentiality” will remain in full force and effect for a three year
period.
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|
6.
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Confidentiality.
By
acceptance hereof, the Consultant expressly acknowledges that the
list of
the Company’s customers, its trade secrets, know-how, data, marketing
techniques, business plans, products, technologies, intellectual
properties, trademark and other confidential information pertaining
to the
operations and business and financial affairs of the Company (the
“Confidential Information”) are valuable, special and unique assets of the
Company. The Consultant agrees that the Company’s Confidential Information
will be used by the Consultant only in connection with consulting
activities hereunder, and will not be used in any way for personal
benefit
or to the detriment of the Company. The Consultant agrees that it
shall
not disclose any Confidential Information to any person, firm,
corporation, association or other entity, for any reason or purpose
whatsoever and that disclosure of Confidential Information would
cause
irreparable injury to the Company. The Company shall have the right
to
obtain injunctive or other similar relief without the requirement
of
posting bond or other similar
measures.
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For
the
purposes of this Agreement, Confidential Information shall not include
information that (i) is or becomes generally available to the public other
than
as a result of a breach of this Agreement, (ii) was known to the receiving
party
prior to its disclosure hereunder, (iii) becomes known or available to the
receiving party on a non-confidential basis and not in contravention of
applicable law from a source (other than a party hereunder) which represents
that it is entitled to disclosure such Confidential Information, or (iv) is
required to be disclosed by operation of law.
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7.
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Notices.
All notices and other communications which are required or permitted
hereunder shall be in writing and shall be delivered personally or
sent by
air courier (e.g., Federal Express) or first class certified or registered
mail, postage prepaid, return receipt requested to the following
address:
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If to Consultant, addressed to:
Xxxxxx Xxxxxx
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If to the Company, addressed to:
RF
Industries, Ltd.
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0000 Xxxxxxxxx Xx. #000
Xxx Xxxxx, XX 00000
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0000 Xxxxxxx Xxxx, Xxxxxxxx 0000
Xxx
Xxxxx, XX 00000
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Either
party may designate any other address to which notice shall be given, by giving
written notice to the other of such change of address in the manner herein
provided.
| 8. |
Governing
Law. This
Agreement has been made in the State of California and shall be construed
and governed in accordance with the laws
thereof.
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| 9. | Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the rendering of the services described herein and may not be altered or modified, except in writing and signed by the party to be charged thereby and supersedes any and all previous agreements between the parties with respect to the services. |
| 10. |
Severability.
If
any provision of this Agreement, or part thereof, is held to be
unenforceable, the remainder of such provision of this Agreement,
as the
case may be, shall nevertheless remain in full force and
effect.
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| 11. |
Assignment.
This Agreement may not be assigned by either of the parties hereto
without
the prior written consent of the other party, provided,
however,
that such prior written consent will not be necessary in the instance
where the Company is merged with and into another entity or the transfer
occurs in connection with sale of substantially all of the Company’s
assets.
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| 12. |
Execution
in Counterparts.
This Agreement may be executed in two or more counterparts, each
of which
shall be deemed an original agreement, but all of which together
shall
constitute one and the same
instrument.
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| 13. |
Headings,
Interpretation of Syntax.
The headings contained in this Agreement are for reference purposes
only
and shall not affect the meaning or interpretation of this Agreement.
All
references made and pronouns used herein shall be construed in the
singular or plural, and in such gender, as the sense and circumstances
require.
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IN
WITNESS WHEREOF,
the
parties have executed this Agreement as of the date first above
written.
| RF INDUSTRIES, LTD. | CONSULTANT | ||
| By___________________________ | By___________________________ | ||
|
Xxxxxx
Xxxx
Chief
Executive Officer
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Xxxxxx
Xxxxxx
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APPENDIX
A
Services
provided: CFO and Assistant Secretary function
-
Assist
in the preparation of Monthly, Quarterly & Year End Reporting
a.
Assist
in the preparation of Financial Statements; Divisional Analysis &
Management
“Dollar Day Review" with CEO
b.
Assist
in the preparation of Forms 10-QSB and 10-KSB (with XX Xxxx; Xxxx &
Xxxxx)
c. Assist in Year End Audit preparation and review…same as ‘b.’
c. Assist in Year End Audit preparation and review…same as ‘b.’
| - |
Attend
certain BoD Meetings and assist in preparation of minutes for Director
signatures.
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| - |
Stock
and Option Plan Maintenance and Exercise Co-ordination…Employee, Brokers
and Continental Stock &
Transfer
|
| - |
Support
to IT and HR as required
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| - |
M&A
review as required
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| - |
Sarbanes
Oxley Act of 2002 Compliance, refresh and
update
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| - |
Other
Special Projects as requested by
CEO
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