CONSULTING AGREEMENT
This Consulting Agreement (hereinafter referred to as "Agreement") is between
EnerTeck Chemical Corporation, having a place of business at 00000 Xxxxxxxxx
Xxxxx, Xxxxx 000, Xxxxxxxx, Xxxxx 00000 (hereinafter referred to as "ECC"), its
parent company, Gold Bond Resources, Inc., a Washington state corporation and a
public company ("GOBM"), and Xxxxx X. Xxxxxx (hereinafter referred to as
"CONSULTANT"), having a place of business at 0000 Xxxxxxxxxxxx Xxxxx, Xxxxxx
Xxxxxxx, Xxxxx 00000.
The parties hereby agree as follows:
1. ECC/GOBM agrees to engage the CONSULTANT and the CONSULTANT agrees to
provide legal/consulting services, including but not limited to,
general law and intellectual property law to ECC/GOBM.
2. This Agreement shall commence on January 15, 2003 and shall terminate
on January 15, 2004, a period of twelve months (12).
3. ECC/GOBM hereby retains the services of CONSULTANT to consult on
matters relating to general law and intellectual property law; and for
such mutually agreed upon legal matters as requested by ECC/GOBM upon
which CONSULTANT shall be willing to act, to advise ECC/GOBM to the
best of his ability on all legal issues during the term of this
Agreement. The CONSULTANT agrees that he will perform consulting
services for ECC/GOBM as and when requested by ECC/GOBM and at such
locations as necessary for the performance of such services. ECC/GOBM
agrees to endeavor to arrange such times, places, and periods of
consultation as mutually convenient and which do not conflict with
other commitments the CONSULTANT may have.
4. ECC/GOBM shall pay the CONSULTANT a fee of $ 6,000.00 per month for the
term of this agreement (unless ECC/GOBM and CONSULTANT mutually agree,
in writing, to different compensation arrangements) for the time spent
in the performance of such consulting services under this Agreement.
In addition to the monthly fee set forth above, Consultant will be
issued five year warrants for 1,000,000 shares of GOBM (the public
company's) common stock with an exercise price of $.12 per share. These
warrants are hereby deemed to be earned upon the execution of this
Consulting Agreement.and the shares underlying the warrants issued by
the public company, GOBM, shall have registration rights attached
thereto. This issuance of these warrants is not part of any officer
and/or director compensation and is separate and distinct therefrom.
5. In addition to the compensation set forth above, ECC/GOBM shall
reimburse the CONSULTANT for the pre-approved actual and reasonable
expenses of CONSULTANT performing services under this Agreement,
including air travel (not in excess of the fares for air journeys
reimbursed to employees of ECC/GOBM), carfare (if for a personal car,
not in excess of the per mile rate reimbursed to employees of
ECC/GOBM), out-of-pocket living expenses for travel, and such expenses
as telephone, telegraph, and reproduction expenses reasonably incurred
as necessary in connection with the performance of the consulting
services.
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6. CONSULTANT shall not for any reason nor at any time during or after the
term of this AGREEMENT use or disclose to any person (except to the
extent that the proper furnishing of its consulting services may
require such disclosure to employees of ECC/GOBM) any secret or
confidential information relating to the processes, products,
technology, machinery, apparatus, or plants of ECC/GOBM, or any other
confidential information given to it by any officer, employee, or
representative of ECC/GOBM or obtained in the course, or as a result of
the consulting services unless authorized to do so in writing by an
officer of ECC/GOBM. Any information not generally available to the
public shall be considered secret or confidential for purposes of this
Agreement.
7. The restrictions provided for herein concerning use and disclosure of
ECC/GOBM confidential or proprietary information shall not apply to the
use or disclosure of information which CONSULTANT can demonstrate (1)
was in the possession of CONSULTANT prior to the date of this Agreement
and which was not previously obtained either directly or indirectly
from ECC/GOBM, (2) was at the time of disclosure to CONSULTANT or
thereafter becomes, through no act or failure to act on the part of
CONSULTANT or employees, part of the public domain by publication or
otherwise, or (3) was or is hereafter furnished to CONSULTANT by others
without restrictions on disclosure or use and was not obtained either
directly or indirectly from ECC/GOBM. Specific information shall not be
deemed to be within any of the foregoing exclusions set out in (1),
(2), or (3) merely because it is or may be within the scope of more
general information which falls within any one or more of the foregoing
exclusions. CONSULTANT agrees that he shall neither identify nor
confirm that information which is otherwise free to disclose under the
exclusions set out in (1), (2), or (3) of this paragraph was received
from ECC/GOBM.
8. CONSULTANT agrees to not make any public statements with respect to the
business, personnel, or affairs of ECC/GOBM without express prior
written consent of an officer of ECC/GOBM.
9. CONSULTANT agrees to abide by the general corporate policies of
ECC/GOBM.
10. CONSULTANT agrees that any work prepared for ECC/GOBM which is eligible
for copyright protection in the United States or elsewhere shall be a
work made for hire. If any such work is deemed for any reason not to be
a work made for hire, CONSULTANT assigns all right, title, and interest
in the copyright in such work, and all extensions and renewals thereof
to ECC/GOBM, and agrees to provide assistance as requested by ECC/GOBM
in the establishment, preservation, and enforcement of its copyright in
such work, such assistance to be provided at ECC/GOBM'S expense but
without additional compensation to CONSULTANT. CONSULTANT agrees to
waive all rights relating to the work developed or produced including
without limitation on use or subsequent modifications.
11. CONSULTANT agrees to promptly communicate all inventions and
improvement to inventions(s) which during the term of this Agreement he
may conceive, make or discover that relate to the scope of this
Agreement. All such inventions or improvements, whether patentable or
not, shall be the exclusive property of ECC/GOBM without any obligation
on ECC/GOBM to make payment therefor, in addition to the remuneration
specified in this Agreement. At the request of ECC/GOBM, CONSULTANT
shall execute or cause to be
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executed any document(s) relative to invention(s) or improvements(s)
which ECC/GOBM deems necessary in protection of said invention(s) or
improvement(s).
12. Publications arising out of or as a result of the consulting services
are to be submitted to ECC/GOBM for approval.
13. The CONSULTANT agrees to act as an Independent Contractor and have no
power, nor represent that he has any power, to bind ECC/GOBM, to
assume, or to create any obligation or responsibility, express or
implied, on behalf of or in the name of ECC/GOBM. However, CONSULTANT
will be acting in the capacity as a non-employee Vice President and
General Counsel of ECC/GOBM and as such will have the capacity to carry
out the normal duties of this position. As an Independent Contractor,
CONSULTANT agrees to be responsible for any personal injury or property
damage which CONSULTANT or employees of CONSULTANT may suffer in the
course of or in connection with the performance of the consulting
services under this Agreement. CONSULTANT acknowledges that ECC/GOBM
will not carry any personal injury insurance or otherwise provide for
CONSULTANT'S protection. CONSULTANT agrees not to make any claims
against ECC/GOBM, or any of its subsidiaries or affiliates for any
personal injury or loss which employees of CONSULTANT may suffer.
14. The compensation as agreed upon herein above shall be the only
compensation due to CONSULTANT from ECC/GOBM or any of its subsidiaries
or affiliates, except for any compensation (which other persons are
entitled to as an officer and director of ECC/GOBM and it's associated
companies and /or parent company) such as warrants and/or stock
options. CONSULTANT shall not be entitled to any benefits which
ECC/GOBM makes available to its employees. Because CONSULTANT is an
Independent Contractor, ECC/GOBM will not withhold from any
compensation earned by the CONSULTANT or the employees of CONSULTANT
any payroll deductions, contributions, taxes or fees required of the
CONSULTANT, including, but not limited to, social security payments and
income tax. CONSULTANT shall indemnify ECC/GOBM against the payment of
all wages and of all payroll deductions, contributions, taxes, or fees
lawfully required of CONSULTANT by its employees, including, but not
limited to, social security payments and income tax.
15. Warranty of Non-Conflict of Interest - CONSULTANT warrants that he is
not at the date hereof and will not during the term of this Agreement
be retained by or under contract to or under an obligation of secrecy
to a competitor of ECC/GOBM to prevent CONSULTANT from providing
services relating to ECC/GOBM's business interests.
16. This Agreement shall not be waived, modified, or terminated except in
writing, signed by the parties. No waiver of a breach of any term or
condition of this Agreement shall be deemed to constitute the waiver of
any other breach of the same or any other term or condition.
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17. This Agreement and any benefits thereof may not be assigned by the
CONSULTANT, but ECC/GOBM may assign this Agreement to the transferee of
the whole or any part of the business of ECC/GOBM, and such assignee
shall thereafter be substituted for ECC/GOBM in all respects hereunder.
18. ECC/GOBM shall have the right to terminate this Agreement, upon thirty
(30) days written notice to CONSULTANT, without any obligation to the
CONSULTANT except to pay for services previously rendered.
19. CONSULTANT shall have the right to terminate this Agreement upon 30
days written notice to ECC/GOBM.
20. Termination of this Agreement does not relieve CONSULTANT of any of its
obligations of confidentiality under this Agreement. Upon the
termination of this Agreement, CONSULTANT agrees to quit ECC/GOBM's
premises and shall deliver up to ECC/GOBM all documents, plans,
drawings, or papers in any way relating to the affairs of ECC/GOBM,
which may be in the possession of CONSULTANT or employees of
CONSULTANT.
21. All notices, requests, demands, and other communications required or
permitted hereunder shall be deemed to have been duly given as follows:
a) If to the CONSULTANT, when delivered by hand or mailed, by
First Class Mail, postage prepaid, and addressed as follows:
Xxxxx X. Xxxxxx
0000 Xxxxxxxxxxxx Xxxxx
Xxxxxx Xxxxxxx, XX 00000
TEL: 000-000-0000
b) If to ECC/GOBM, when delivered by hand or mailed, by first
class mail, postage prepaid, and addressed as follows:
EnerTeck Chemical Corporation/Gold Bond Resources, Inc.
Attn: President
00000 Xxxxxxxxx Xxxxx Xxxxx 000
Xxxxxxxx, Xxxxx 00000
TEL: (000) 000-0000
22. The validity, performance, construction, and effect of this Agreement
shall be governed by the laws of the State of Texas.
ACCEPTED AND AGREED:
ENERTECK CHEMICAL CORPORATION
By: (sign)/s/Xxxxxx Xxxxx
Title: Chairman and COO
Date: June 12, 2003
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GOLD BOND RESOURCES, INC.
By: /s/Xxxxxx Xxxxx
Title: Chairman
Date: June 12, 2003
XXXXX X. XXXXXX
By: (sign) /s/ Xxxxx X. Xxxxxx
Title: Attorney at Law
Date: June 3, 2003
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