EXHIBIT 10.34
CONSULTING AGREEMENT
This Consulting Agreement (this "AGREEMENT") is made and entered as of
the "Effective Date" set forth below, by and between Tag-It Pacific, Inc., a
Delaware corporation (the "COMPANY"), and the "Consultant" set forth below.
Effective Date: April 1, 2007
Name: Xxxxx Xxxx ("CONSULTANT")
0000 Xxxxx Xxxxx
Xxxxxx,Xx 00000
1. ENGAGEMENT AND SERVICES.
1.1 ENGAGEMENT. Commencing on the Effective Date, the Company
hereby engages Consultant, and Consultant hereby accepts such engagement to
render services to Company, upon the terms and subject to the conditions set
forth in this Agreement. Prior to the Effective Date, Consultant has served as
the Company's Vice Chairman.
1.2 TERM OF THE AGREEMENT. The term of this Agreement (the "TERM")
shall commence upon the Effective Date and shall terminate November 30, 2008
(the "TERMINATION DATE"), unless sooner terminated as provided herein.
1.3 SERVICES TO BE PROVIDED BY CONSULTANT.
(a) SCOPE, RESPONSIBILITIES AND DUTIES. Consultant agrees
to provide the services listed in the attached EXHIBIT A (hereinafter referred
to as the "SERVICES"). Consultant may determine the manner, method and means by
which the Services will be provided and, except for meetings to be held at the
Company's premises or as relating to litigation involving the Company, all as
described on EXHIBIT A, Consultant may perform the Services at a location other
than the Company's premises.
(b) NON-EXCLUSIVITY. Subject to the provisions of
SECTIONS 6 AND 7 below, Consultant by reason of the obligations ascribed to it
hereunder, shall not be required to devote full time or any specific amount of
time to the affairs of the Company, and Consultant may accept other engagements
and perform services for others, PROVIDED, HOWEVER, that during the Term,
Consultant shall devote the time necessary to fully and diligently perform the
Services and Consultant shall not provide any consulting services to any other
business or enterprise that either (a) manufactures apparel trim products,
including tags, trim, zippers or waist bands, or (b) develops, licenses
distributes or otherwise deals in apparel related software or other technology
related products or services.
1.4 BOARD OF DIRECTORS. Consultant will remain on the Company's
Board of Directors; however, Consultant will not be compensated as an outside
director by the Company
during the Term or for so long as he otherwise remains a
consultant to the Company, provided, however that this Section 1.4 shall not
serve to preclude Consultant's potential eligibility as a member of the Board of
Directors of the Company to receive stock option grants that may be granted
pursuant to the Company's employee option plan if and when such options are
approved by the Board of Directors.
2. COMPENSATION. As sole compensation for the Services to be provided by
Consultant to the Company, the Company shall pay Consultant in accordance with
the terms and conditions set forth on the attached EXHIBIT B. Consultant's
compensation shall include and Consultant shall be responsible for the payment
of all federal, state and local taxes of any kind which are attributable to the
compensation he receives. To the extent the Company determines that may be
required to withhold income or other taxes from the compensation paid to
Consultant, it shall have the right to do so.
3. EXPENSES/PERSONAL NOTE.
3.1 Upon receipt of itemized vouchers, expense account reports and
supporting documents submitted to the Company in accordance with the Company's
procedures then in effect, the Company shall reimburse Consultant for all
reasonable and necessary business expenses incurred ordinarily and necessarily
by Consultant in connection with the performance of Consultant's duties
hereunder.
3.2 In the event that the Company incurs any unauthorized or
personal expenses on behalf of Consultant, and such expenses are not repaid by
Consultant within 30 days of presentation therefore, the Company shall have a
right to offset immediately such amounts against amounts payable hereunder. Any
off set amounts shall be detailed in writing and provided by the Company to the
Consultant. Should the sums incurred by the Company on behalf of the Consultant
for any unauthorized or personal expenses exceed, in any given period or at the
end of the term, the amount owed to the Consultant; the Consultant will
immediately repay the Company all such sums due to the company in cash.
4. TERMINATION OF ENGAGEMENT. Consultant's engagement pursuant to this
Agreement may be terminated by a party if the other party is in material breach
of this Agreement and such breach is not cured within fifteen (15) days
following written notice thereof. In addition, after six (6) months, Consultant
shall have the right to terminate this Agreement without cause upon 30 days'
written notice to Company. Should Consultant exercise this right, he shall be
paid through the end of the 30 day notice period. Similarly, Company shall have
the right to terminate this Agreement without cause upon 30 days' written notice
to Consultant. Should Company exercise this right, Consultant shall be paid the
full balance owing on this Agreement, and shall not have any further obligation
to provide consulting services.
5. CONFIDENTIALITY. Consultant shall maintain the confidentiality of all
Company's confidential business information and trade secrets as defined by
California's Uniform Trade Secrets Act. This provision shall survive the
expiration of this Agreement. In addition, simultaneous with the execution of
this Agreement, and as a condition to Company's obligation under this Agreement,
Consultant shall enter into the agreement attached hereto as EXHIBIT C.
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6. BUSINESS OPPORTUNITIES. Consultant covenants and agrees that for so
long as he is engaged by the Company, Consultant will not, without the prior
written consent of the Company (which consent may be withheld by the Company in
the exercise of its sole discretion), engage, directly or indirectly, in any
business, venture or activity that (a) manufactures apparel trim products,
including tags, trims, zippers or waistbands for sale to apparel companies, (b)
as its primary business manufactures apparel trim products, including tags,
trims, zippers or waistbands, (c) develops, licenses distributes or otherwise
deals in apparel related software for sale to apparel companies, or (d) as its
primary business, develops, licenses distributes or otherwise deals in apparel
related software. Consultant further covenants and agrees that if Consultant
ever engages in any such business, venture or activity in contravention of this
SECTION 6 any and all gross profits, compensation, rents and other income or
gain (computed without reduction for the value of the services performed by the
Company, if any) derived by Consultant in connection therewith shall be held by
Consultant for the benefit of the Company and the affiliates thereof, and shall
be remitted to the Company upon demand.
7. NON-SOLICITATION AND NONINTERFERENCE COVENANT. During the Term and for
a period of twelve (12) months thereafter, Consultant shall not, directly or
indirectly, (a) induce or attempt to induce any employee or consultant of the
Company to leave the employ of the Company or in any way interfere adversely
with the relationship between any such employee or consultant and the Company,
(b) induce or attempt to induce any employee or consultant of the Company to
work for, render services or provide advice to or supply confidential business
information or trade secrets of the Company to any third person, firm or
corporation or (c) induce or attempt to induce any customer, supplier, licensee,
licensor or other business relation of the Company to cease doing business with
the Company, or change how it does business with the Company in a manner that is
adverse to the Company, or in any way interfere with the relationship between
any such customer, supplier, licensee, licensor or other business relation and
the Company.
8. INJUNCTIVE RELIEF. Consultant hereby recognizes, acknowledges and
agrees that in the event of any breach by Consultant of any of his covenants,
agreements, duties or obligations contained in SECTIONS 5 THROUGH 7 of this
Agreement, the Company would suffer great and irreparable harm, injury and
damage, the Company would encounter extreme difficulty in attempting to prove
the actual amount of damages suffered by the Company as a result of such breach,
and the Company would not be reasonably or adequately compensated in damages in
any action at law. Consultant therefore covenants and agrees that, in addition
to any other remedy the Company may have at law, in equity, by statute or
otherwise, in the event of any breach by Consultant of any of his covenants,
agreements, duties or obligations contained in SECTIONS 5 THROUGH 7 of this
Agreement, the Company shall be entitled to seek and receive temporary,
preliminary and permanent injunctive and other equitable relief from any court
of competent jurisdiction to enforce any of the rights of the Company, or any of
the covenants, agreements, duties or obligations of Consultant hereunder, and/or
otherwise to prevent the violation of any of the terms or provisions hereof, all
without the necessity of proving the amount of any actual damage to the Company
or any affiliate thereof resulting therefrom; provided, however, that nothing
contained in this SECTION 8 shall be deemed or construed in any manner
whatsoever as a waiver by the Company of any of the rights which the Company may
have against Consultant at law, in equity, by statute or otherwise arising out
of, in connection with or resulting from the breach by Consultant of any of his
covenants, agreements, duties or obligations hereunder.
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9. RELEASE.
9.1 In exchange for receipt of the consideration provided for in
this Agreement, Consultant, on his own behalf, and for Consultant's heirs,
executors, administrators, successors, and assigns, does hereby fully and
forever release and discharge the Company and its related entities, and their
shareholders, employees and former employees, agents, directors, officers,
attorneys, predecessors, successors, assigns, heirs, executors, administrators,
and all other persons, firms, corporations, associations, partnerships, or
entities having any legal relationship to any of them, of and from any and all
claims, demands, causes of action, charges and grievances, of whatever kind or
nature relating to any compensation or other consideration owed or owing by the
Company to Consultant arising out of or are in any way connected with
Consultant's prior employment with the Company or other provision of services to
the Company, whether known or unknown, suspected or unsuspected (collectively,
"CLAIMS"), which Consultant now owns or holds or has at any time before the date
of his resignation owned or held against any of them, including, but not limited
to, any and all claims, charges, demands and causes of action: (1) which are
alleged in, set forth in, arise out of, or are in any way connected with any
transactions, occurrences, acts or omissions or claims, including without
limitation any claims for compensation, benefits, incentive equity, stock
options, or otherwise; or (2); any claim for wages, benefits, salary,
commissions or bonuses. Consultant hereby acknowledges and knowingly, freely and
voluntarily waives the benefits of California Civil Code Section 1542, which
provides:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR
AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR
HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR."
Consultant expressly acknowledges that such party's release herein is also
intended to include in its effect, without limitation, all Claims that such
party does not know or expect to exist in such party's favor at the time of
execution of this Agreement, and that such party's release herein contemplates
extinguishing all of these Claims.
EXCLUDED ITEMS. Consultant and Company acknowledge and agree that: (1) their
respective rights, duties, and obligations under this Agreement, the Promissory
Note, and Exhibit C hereto are specifically excluded from the scope of the
release contained above in SECTION 9.1 hereof; and (2) their respective
covenants, agreements, acknowledgements and warranties contained in this
Agreement will survive the execution and delivery of this Agreement.
COVENANT NOT TO XXX. Consultant agrees and covenants never to (directly or
indirectly) participate in, or file or facilitate, any lawsuit, arbitration
proceeding or any other administrative proceeding against Company for any Claims
of whatever kind and character released and discharged pursuant to or under this
Agreement. Company agrees and covenants never to (directly or indirectly)
participate in, or file or facilitate, any lawsuit, arbitration proceeding or
any other administrative proceeding against Consultant for any Claims of
whatever kind and character released and discharged pursuant to or under this
Agreement.
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None of the releases set forth above is intended to, nor shall they, affect any
right or claim of Consultant for indemnification from the Company pursuant to
the Company's Certificate of Incorporation or bylaws for claims by third parties
arising from his service as an officer or director of the Company.
10. INDEPENDENT CONTRACTOR; DAMAGES; THIRD PARTY AGREEMENTS; TAXES.
Consultant is and shall be deemed to be an independent contractor of Company and
nothing contained herein shall be deemed to constitute a partnership between or
a joint venture by the parties hereto, or constitute either party the employee
or agent of the other. Company shall not be responsible for any damage to or
loss of any equipment belonging to Consultant which may occur in the course of
the performance of the Services. Consultant acknowledges that nothing in this
Agreement gives Consultant the right to bind or commit Company to any agreements
with any third parties. This Agreement is not for the benefit of any third party
and shall not be deemed to give any right or remedy to any such party whether
referred to herein or not. Furthermore, Consultant warrants and represents that
Consultant is solely liable for and shall pay all applicable federal, state
and/or local taxes on all amounts earned pursuant to this Agreement. Consultant
further agrees to indemnify, defend (with counsel acceptable to Company) and
hold harmless Company, and its licensees, employees, agents, successors and
assigns from and against any and all liability (including attorneys' fees) which
it or they may incur regarding the payment of taxes for Consultant's services.
Consultant will indemnify and hold Company, its licensees, employees, agents,
successors and assigns from and against any and all claims, actions, losses,
damages and expenses (including attorneys' fees) arising out of or caused by a
breach or threatened breach of any of Consultant's representations, warranties,
undertakings or agreements hereunder.
11. MISCELLANEOUS.
11.1 NOTICES. All notices, requests and other communications
(collectively, "NOTICES") given pursuant to this Agreement shall be in writing,
and shall be delivered by personal service or by United States first class,
registered or certified mail (return receipt requested), postage prepaid,
addressed to the party at the address set forth below:
If to Company:
Tag-It Pacific, Inc.
00000 Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx Xxxxx, XX 00000
If to Consultant, at the address set forth on the first page of this
Agreement.
Any Notice shall be deemed duly given when received by the addressee
thereof, provided that any Notice sent by registered or certified mail shall be
deemed to have been duly given five days from date of deposit in the mails,
unless sooner received. Either party may from time to time change its address
for further Notices hereunder by giving notice to the other party in the manner
prescribed in this section.
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11.2 ENTIRE AGREEMENT. This Agreement contains the sole and entire
agreement and understanding of the parties with respect to the entire subject
matter hereof, and any and all prior agreements, discussions, negotiations,
commitments and understandings, whether oral or otherwise, related to the
subject matter hereof are hereby merged herein. No representations, oral or
otherwise, express or implied, other than those contained in this Agreement have
been relied upon by any party to this Agreement.
11.3 ATTORNEYS' FEES. If any action, suit or other proceeding is
instituted to remedy, prevent or obtain relief from a default in the performance
by any party of its obligations under this Agreement, the prevailing party shall
recover all of such party's costs and reasonable attorneys' fees incurred in
each and every such action, suit or other proceeding, including any and all
appeals or petitions therefrom.
11.4 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, UNITED STATES
OF AMERICA, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.
11.5 CAPTIONS. The various captions of this Agreement are for
reference only and shall not be considered or referred to in resolving questions
of interpretation of this Agreement.
11.6 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
11.7 BUSINESS DAY. If the last day permissible for delivery of any
Notice under any provision of this Agreement, or for the performance of any
obligation under this Agreement, shall be other than a business day, such last
day for such Notice or performance shall be extended to the next following
business day (provided, however, under no circumstances shall this provision be
construed to extend the date of termination of this Agreement).
11.8 OTHER. This agreement does not affect the existing agreements
and obligations between the company and consultant relating to indemnity and
defense obligations, or any stock option agreements (where Consultant's
continued service as a director and or consultant will be considered to be
continued employment for purposes of all option agreements).
11.9 SURVIVAL. SECTIONS 4, 5, 6, 7, 8, 9, 10 AND 11, AND EXHIBIT C
HERETO, and any other provision hereof specifying an obligation or a right of a
party after the termination of Consultant's services or this Agreement, for any
reason whatsoever, shall survive such termination and shall remain in full force
and effect.
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11.10 IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first set forth above.
Company: Consultant:
TAG-IT PACIFIC, INC.
By: /S/ XXXXXXX XXXXX /S/ XXXXX XXXX
----------------------------------- ------------------------------
Xxxxxxx Xxxxx Xxxxx Xxxx
Title: Chief Executive Officer
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EXHIBIT A
SERVICES
Consultant shall assist the Company in it developing and implementing strategic
initiatives and in consultation with the Company's Chief Executive Officer and
Board of Directors. Consultant will report to the Chief Executive Officer.
In addition, Consultant agrees that he will make himself available, as may be
reasonably requested from time to time by the Company, in connection with any
litigation involving the Company in connection with which Consultant may be
required to provide depositions, serve as a witness, or otherwise cooperate.
Such obligations shall include, without limitation, any travel required to
attend depositions and/or provide testimony as a witness
Consultant agrees to travel as reasonably required in performing Services, to
the extent requested by the Company.
Consultant agrees to attend in person meetings with Company management at the
Company's premises in Woodland Hills, California, or such other premises in Los
Angeles County, California, as reasonably requested by the company
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EXHIBIT B
COMPENSATION
CONSULTING FEE
As of the Effective Date, Consultant's all-inclusive compensation will be
$25,000 per month payable monthly.
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EXHIBIT C
ACKNOWLEDGEMENT REGARDING
PROPRIETARY INFORMATION AND INVENTIONS
This acknowledgement is being presented to you as a requirement for you
to work with or for TAG-IT PACIFIC, INC. and/or its subsidiaries. This is an
important legal document that affects your rights, and you should read it
carefully and be sure you understand it thoroughly before signing. You are
referred to in this document as "YOU," and TAG-IT PACIFIC, INC. and its
subsidiaries is referred to as the "COMPANY." The effective date of this
document is the date set forth below your signature.
As you know, the Company is engaged in the design and manufacture of
apparel trim products, including tags, trims, zippers or waistbands, and
develops, licenses distributes or otherwise deals in apparel related software
(the "Business"). You are being asked to sign this document either because you
are or will be an employee of the Company or its subsidiaries, or because your
services are being provided to the Company as an independent contractor. This
document will continue to apply to you despite your termination as an
independent contractor and/or subsequent employment as a direct employee of the
Company. In either of those capacities, it is likely that you have been and/or
will be exposed to information that the Company considers being confidential.
Like all well-run companies, the Company requires that you sign this document to
protect the rights of the Company in their intellectual property.
There are a number of terms used in this document that are capitalized.
Those terms have a specific meaning, and they are defined at the end of this
document.
By signing this document, you and the Company agree as follows:
OWNERSHIP OF INVENTIONS AND WORKS.
As between you on the one hand, and the Company on the other hand, you
agree that anything you produce while you are Employed by the Company, including
periods prior to the date hereof during which you have been Employed by the
Company, is, and has been, the sole and exclusive property of the Company,
including everything that is defined in this document as Confidential
Information, Inventions and Works, Materials and Proprietary Rights.
Under the United States Copyright Act, there are specific rules that
apply to any tangible expression (i.e., a writing, computer program, script,
treatment, CD-ROM, etc.) of anything you produce in connection with your
Employment. Consequently, as between you on the one hand, and the Company on the
other hand, you also agree that any tangible expression of anything you produce
while you are Employed by the Company was developed, made or invented
exclusively for the benefit of and is the sole and exclusive property of the
Company or their respective successors and assigns as "works for hire" under the
United States Copyright Act (Section 201 of Title 17 of the United States Code),
including everything that is defined in this document as Confidential
Information, Inventions and Works, Materials and Proprietary Rights.
If any Confidential Information, Inventions and Works, Materials or
Proprietary Rights are determined not to be a "work for hire," you agree to
assign, and do hereby irrevocably assign,
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to the Company all of your right, title and interest in and to such Confidential
Information, Inventions and Works, Materials or Proprietary Rights. If the
Company should require any reasonable assistance from you in connection with any
of the agreement made above, including the execution of documents or instruments
which the Company may require to effect your assignment of rights, or in
applying for and obtaining both domestic and foreign patents, as the case may
be, you agree to render such assistance. If there are any expenses incurred in
connection with your assistance, the Company will pay for them.
CONFIDENTIALITY.
You agree that you will not directly or indirectly disclose or permit
access to any portion of the Company's Confidential Information (including any
facilities, apparatus or equipment which embody or use all or any portion of the
Confidential Information), without the written consent of the Company, except
under circumstances where you are acting on express instructions from the
Company. You also agree that you will not, directly or indirectly, use or
exploit any Confidential Information to induce or attempt to induce any person
or entity to cease doing business or not to commence doing business with the
Company, or to solicit or assist in the solicitation of the business of any
customer for any products or services competing with those products and services
offered and sold by the Company.
Additionally, you agree that you will return to the Company, all
Confidential Information in your possession or control upon a request to do so.
DISCLOSURE REQUIREMENTS.
In order to avoid any ambiguity in connection with the creation of any
Invention and Work, you agree that prior to signing this document, you will
disclose in writing to the Company complete details on any work, invention or
creation that you believe you have devised, developed, designed, discovered or
reduced to practice prior to the time you were Employed by the Company. Your
disclosure will include complete details on any Patent that is applied for by,
or issued to you or any copyright registration that is filed by you. Similarly,
so as to avoid any potential liability of the Company for your prior actions,
you agree that prior to signing this document, you will disclose in writing
complete details concerning any confidentiality, non-disclosure,
non-solicitation, non-competition or similar agreement with any former employer.
MISCELLANEOUS.
This document will be interpreted under California law as applied to
residents of California entering into contracts within the State of California.
If any part of this document is or becomes invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remainder of
this document shall not be affected. If the Company waives or fails to enforce
any breach of any provision of this document, it shall not operate or be
construed as a waiver of any prior or subsequent breach, and the Company could
enforce against you any other provision of this document. If your Employment
with the Company ends, the Company may, without notifying you, notify any of
your subsequent employers of your continuing obligations under this document.
This document contains our entire agreement with respect to the subject matter
of this document.
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DEFINITIONS.
For the purpose of this document, the following terms have the
following definitions:
"CONFIDENTIAL INFORMATION" means all information which is or has been compiled,
devised, developed, discovered or otherwise learned of by you while you are
Employed by the Company, to the extent that such information relates to the
Company or any of its affiliated entities. Without limiting the generality of
the foregoing, Confidential Information includes information included within or
relating to any Inventions and Works, trade secrets, products or services,
finances, business plans, marketing plans, manufacturing methods, legal affairs,
suppliers, customers, potential customers, prospects, opportunities, contracts
or assets of the Company or any of its affiliates; provided, however, that any
such information which is generally known to the public or which may be obtained
by a reasonably diligent businessperson without material cost or effort from
trade publications or other readily available and public sources of information
shall not be deemed to be Confidential Information, unless such information was
first published in breach or in violation of a confidentiality or similar
agreement, including this document. Confidential Information also includes any
information made available to the Company by their respective clients or other
third parties and which they are obligated to keep confidential.
"EMPLOYED" or "EMPLOYMENT" means being retained by the Company to provide
services to the Company, whether as a direct employee, independent contractor,
advisor, member of the Company's board of directors, or in any other manner.
"INVENTIONS AND WORKS" means any work, invention or creation that is devised,
developed, designed, discovered or reduced to practice by you at any time while
you are or have been Employed by the Company, including, without limitation any
and all (i) works of authorship, concepts, algorithms, software, computer
programs, designs, flowcharts, schematics, techniques, know-how, methods,
processes, procedures, improvements, hardware, products, devices, discoveries or
inventions, whether or not patentable or copyrightable, and whether or not
reduced to practice; or (ii) translations, modifications, derivations,
corrections, additions, extensions, upgrades, improvements, compilations,
abridgments, or other form in which, you may directly or indirectly recast,
transform or adapt any of the foregoing; provided, that an Invention and Work
shall not include any work, invention or creation that fully qualifies under
California Labor Code Section 2870, which provides that any provision in an
employment agreement which provides that an employee shall assign, or offer to
assign, any of his or her rights in an invention to his or her employer shall
not apply to an invention that the employee developed entirely on his or her own
time without using the employer's equipment, supplies, facilities, or trade
secret information, except for those inventions that either: (1) relate, at the
time of conception or reduction to practice of the invention to the employer's
business, or actual or demonstrably anticipated research or development of the
employer; or (2) result from any work performed by the employee for the
employer.
"MATERIALS" means any product, prototype, sample, model, photograph or picture,
document, instrument, sketch, drawing, design note, recording, report, plan,
proposal, specification, manual, tape, and all reproductions, copies or
facsimiles thereof, or any other tangible item which in
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whole or in part contains, embodies or manifests, whether in printed,
handwritten, coded, magnetic, digital or other form, any Confidential
Information or Inventions and Works.
"PATENTS" means (i) the patent rights in patents and patent applications,
industrial design registrations, certificates of invention, patent disclosures
and the inventions covered thereby, including, without limitation, the exclusive
right to make, use and sell the subject inventions, (ii) any reexaminations,
reissues, renewals or extensions of any and all of the foregoing patents or
patent applications, and (iii) foreign counterparts of any and all of the
foregoing, in each such case.
"PROPRIETARY RIGHT" means any Patent, copyright, trade secret, name, xxxx,
design, slogan, catch phrase or other trademark, or any other protected
intellectual property right in any Confidential Information, Inventions and/or
Works or Material.
By signing in the space below, you are agreeing with the Company that
you have read and understand this document, and agree to its terms.
TAG-IT PACIFIC, INC. XXXXX XXXX
By: /S/ XXXXXXX XXXXX By: /S/ XXXXX XXXX
---------------------------- ----------------------
Name: Xxxxxxx Xxxxx Name: Xxxxx Xxxx
Title: Chief Executive Officer
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