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Exhibit 10.34
CONSULTING AGREEMENT
THIS AGREEMENT, made and entered into this 1st day of February, 1998, by and
between Xxxxxxxx Corporation (hereinafter referred to as "Client") and Xxxxxx
X. Xxxxx (hereinafter referred to as "Consultant").
1. Consultant agrees to supply to Client assistance, advice and counsel
relative to such issues and/or projects as are assigned by Client. This
Agreement shall be for a term beginning January 1, 1998 and ending on June
30, 1998.
2. Client shall pay to Consultant for his services the sum of $5,000 per
month. Client shall reimburse Consultant for all reasonable out-of-pocket
expenses, with daily itemization supporting such expenses.
3. Consultant agrees to maintain in confidence and not use for his own
purposes or those of others, any information which is disclosed to Consultant
during the performance of any services under this Agreement, and which
Consultant knows, or has good reason to know, deals with data, information,
and/or activities of Client not generally known to the public. This
obligation of confidentiality and non-use shall remain in effect for such
time as said information remains unknown to the public and shall survive the
termination of this Agreement. Unless otherwise agreed in writing between
the parties prior to disclosure, all information given by Consultant to
Client is given on a strictly non-confidential basis with no obligation of
any kind imposed on Client.
Any and all inventions, ideas and other original work product relating
to Consultant's activities for Client, whether patentable or not, which are
conceived or reduced to practice by Consultant during the performance of any
services under this Agreement, shall be the exclusive property of Client. No
item furnished to Consultant or plans, designs, specifications or other
material which have been specifically designed for or by Client shall be
duplicated or furnished to others without prior written consent of Client.
4. It is hereby agreed by the parties hereto, that all data accumulated,
compiled, prepared or generated by Consultant, or provided by Consultant, or
provided Consultant by Client, including but not limited to work papers,
files, designs, customer lists, diagrams, reports, etc. dealing with the
services rendered by Consultant hereunder, shall be the sole property of
Client and upon termination hereof, for any reason whatsoever, Consultant
will deliver to Client all such papers and documents. Client also reserves
the right during the term of the Agreement, to review and copy any and all
data referred to above.
5. It is understood and agreed that Consultant is not an agent or employee
of Client for any purpose whatsoever, but is an independent contractor.
IN WITNESS WHEREOF, this Agreement is executed by the parties hereto as
of the date first above written.
"CONSULTANT" "CLIENT"
XXXXXX X. XXXXX XXXXXXXX CORPORATION
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxx
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Title: Chief Executive Officer
