CONTRACT OF ENGAGEMENT
EXHIBIT 10
This
Contract of Engagement dated and effective this 6th day of November 2008 by and
between Xxxxxx Xxxxxxxx, Esq.,CA. (hereinafter referred to as The Consultant),
and OPTICON
SYSTEMS INC. (OTCBB:OPCN) (hereinafter referred to as The
Client).
Recitals
I. The
Client desires to obtain
business consulting services from The
Consultant as more particularly
described herein (“Scope of Services and Manner of Performance”).
II.
The Consultant
is in the business of providing such consulting services and has agreed
to provide the services on the terms and conditions set forth in this
agreement.
Now,
therefore, in consideration of the faithful performance of the obligations set
forth herein and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, The
Consultant and The Client
hereby agree as follows.
Terms
1. Scope of
Services. The
Consultant will perform business and
financial consulting services on a non-exclusive basis for
and on behalf of The Client
in relation to business development, product marketing, help identify
mergers and acquisitions candidates and will consult with and advise The Client
on matters pertaining to business modeling and strategic alliances and will perform
services including:
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A.
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Increased
product exposure
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B.
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Business
modeling and strategies
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C.
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Strategic
alliances and M&A services
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2. Manner of performance. It
is intended that The
Consultant will provide sales and
research materials on the Company to potential new client base located in Canada
and overseas, and distribute corporate material to potential business partners
and strategic alliances who the consultant determines in its’ sole discretion,
are capable of purchasing or marketing the Clients products. Consultant will
additionally seek and advise client of a potential acquisition
candidates for the Client. Consultant will also act on clients’ behalf with
existing customers and business alliances and will seek to schedule
demonstrations of client’s new R-3.8.0.0 software to key fiber-optic providers
across the country including potential new clients in Canada. Consultant will
speak with on client’s behalf to communications companies which may include, but
not be limited to Xxxx Canada, Xxxx Broadcast Services, Northwest Tel,
CableVision, Aurora Cable Internet amongst others. Consultant will seek to
introduce organizations that may be interested in Clients new software
applications, seeking to expand Client’s reach to new, international
markets.
The
Consultant will focus on contracting persons, generally through conventional
communications in order to familiarize them with information concerning the
Client. Additionally, the Consultant shall be available for advice and counsel
to the officers and directors of the Client at such reasonable and convenient
times and places as may be mutually agreed upon. Except as aforesaid, the time,
place and manner of performance of the services herunder, including the amount
of time allocated by the Client, shall be determined at the sole discretion of
the Consultant.
3. Status of
The
Consultant. The
Consultant shall act as an
independent contractor and not as an agent or employee of The Client
and The Consultant
shall make no representation as an agent or employee of The
Client. The Consultant
shall be responsible for all taxes as an independent
contractor. The
Consultant shall have no authority to bind The
Client or
incur other obligations on behalf of The
Client. Likewise, The Client
shall have no authority to bind The
Consultant or incur obligations on behalf of The
Consultant.
4. Disclosure of Material
Events. The Client
agrees to promptly disclose to The Consultant
in a timely manner those events/discoveries which are known and/or anticipated
that may reasonably be expected to
have an
impact on the stock, business operations, future business, or public perception
of The
Client, as this has a material impact on the ability and effectiveness of
The
Consultant and service
rendered.
5. Confidentiality
Agreement. In the event The Client
discloses information to The Consultant
that The
Client considers to be secret,
proprietary or non-public (collectively “Confidential Information”) and so
notifies The Consultant ,
The Consultant agrees to hold such Confidential Information in
confidence. Confidential Information shall be used by The
Consultant only in connection with the services rendered by it under this
Agreement and shall not be disseminated without The
Client’s written
approval, which shall be within The
Client’s sole
discretion. Confidential Information shall not be deemed to include
information which a) is in or becomes in the public domain without violation of
this Agreement by The
Client, or b) is rightfully received from a third entity having no
obligation to The
Client to
keep such information confidential and without violation of this
Agreement. In reciprocal, The Client
agrees to hold confidential all trade secrets of and proprietary methods
employed by The
Consultant in fulfillment of the services it renders pursuant to this
Agreement that are designated as trade secrets or proprietary methods by The
Consultant in writing to The
Client.
6. Indemnification. The
Client agrees to indemnify and
hold harmless The
Consultant against any losses, claims, damages, liabilities and/or
expenses (including any legal or other expenses reasonably incurred in
investigating or defending any action or claim in respect thereof) to which
The
Consultant is willing and capable of providing services on a “Best
Efforts” basis. Payment by the Client to the Consultant is
irrevocable and irreversible.
7. Conflict of
Interest. The
Consultant shall be free to perform services for other persons not
engaged in the businesses in which The Client
is engaged. The
Consultant will notify The
Client prior to performing
consulting services for any other client that could conflict with The
Consultant’s obligations under this Agreement
8. Term. Refer
to Schedule A.
9. Payment of
Services. Refer to Schedule B.
10. Severability. In the
event any part of this agreement shall be held to be invalid by any competent
court or arbitration panel, this agreement shall be interpreted as if only that
part is invalid and that the parties to this agreement will continue to execute
the rest of this agreement to the best of their abilities unless both parties
mutually consent to the dissolution of this agreement.
12.
Representations and
Warranties. Each party hereby represents, warrants and
covenants to the other that it is an entity validly existing pursuant to the
laws of the state in which it is organized and has the full power and authority
to carry out the terms of this Agreement. The person signing this
Agreement is duly authorized to so execute the same and this Agreement will be
valid and binding on such party in accordance with its terms. The
execution, delivery and performance of this Agreement will not violate any other
agreement or instrument to which such party is a party.
13.
Governing
Law. This Agreement shall be interpreted accordance with laws
of the State of Florida.
14.
Entire
Agreement. This Agreement and attached schedules constitute
the entire contract of the parties with respect to the matters addressed herein
and no modifications of this Agreement shall be enforceable unless in writing
signed by both The Consultant
and The
Client. This agreement is not assignable by either party
without the consent of the other.
In
witness whereof The Consultant
and The Client
have caused this Agreement to be executed on the date indicated in Schedule
A.
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Xxxxxx
Xxxxxxxx, Esq., CA
Authorized
person x______________________ Title______________ Date________
OPTICON
SYSTEMS INC.
Authorized
person x_____________________ Title ______________ Date_________
Schedule
A
Term of
Commitment
(A) This
Agreement shall be for a term of six (6)
months unless earlier terminated as provided herein. The Consultant
shall receive additional fees on a pre-approved basis in writing
by the Client for
any additional services not covered in this Agreement
including travel and administrative expenses not covered by this
Agreement. Consultant
will work with the Client on a non-exclusive
basis.
The Consultant
shall commence providing services when it receives the payment as
outlined in Schedule B
Schedule
B
Payment
for Services
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1.
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Four
million non-legend shares (4,000,000) upon the approval and registration
of Form S-8 with (14) days of the execution of this
Agreement.
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