AMENDMENT TO CONSULTING AGREEMENT
This Amendment to Consulting Agreement ("Agreement") is
entered into and made as of the date of last written herein
between AIMRITE HOLDINGS CORPORATION ("Client") and LOGIC
INNOVATIONS INC. ("Consultant") with reference to the following
facts:
WHEREAS Client and Consultant entered into a consulting
agreement entitled COAST DEVELOPMENT QUOTATION dated March 5,
1998 and;
WHEREAS Client is the holder of an international license
from the KENMAR Company Trust for the development, manufacturer,
sale and distribution of products derived from the a Computer
Optimized Adaptive Suspension Technology System (COAST) based on
certain proprietary information, suspension technology,
confidential information, trade secrets, documentation,
copyrights, trademarks, tradenames, documentation, patents and
patents pending and;
WHEREAS the development of certain portions of the COAST
system is the subject of the consulting agreement and;
WHEREAS Client and Consultant wish to further define their
rights and obligations under the consulting agreement;
IT IS THEREFORE AGREED TO AMEND THE CONSULTING AGREEMENT AS
FOLLOWS AS FOLLOWS:
1. Confidential Information
Consultant shall hold in trust for Client and shall not
disclose to any non-party to the consulting agreement, any
confidential information of client. Confidential Information is
information which relates to Client's research, development,
trade secrets and business affairs, but does not include
information which is generally known or easily ascertainable by
non-parties of ordinary skill in computer systems design and
programming and does not include any information already known by
Consultant prior to February 24, 1998, the date of the non-
disclosure agreement between Client and Consultant. Consultant
hereby acknowledges that since February 24, 1998 it has and
during the performance of the consulting agreement may receive
confidential client information and therefore Consultant hereby
confirms that all such information relating to the client's
business will be kept confidential by Consultant except to the
extent that such information is required to be divulged to the
Consultant's clerical or support staff or associates in order to
enable the Consultant to perform Consultant's obligations under
the Consulting Agreement. All employees of Consultant who are
involved in the design or production of any system called for
under the consulting agreement will sign a confidentiality
agreement with consultant which will ensure that employee and/or
consultant confidentiality for a period of three years after
leaving employment with Consultant. Client specifically
acknowledges that Consultant is working with other clients in the
research and development of products in numerous fields and that
Consultant is not bound to confidentiality of any particular
technique or design merely by engaging in technical development
of said technique or design for Client. Nothing in this Agreement
is intended to, in any way, restrict Consultant's ability to
conduct business freely with any other clients in any business or
technical area.
2. Staffing and Relationship
Consultant is and independent contractor and neither
Consultant nor Consultant's staff is or shall be deemed to be
employed by Client. Client is hereby contracting with Consultant
for the services in the consulting agreement and Consultant
reserves the right to determine the method, manner and means by
which the services will be performed. Consultant shall take
appropriate measures to insure that Consultant's staff is
competent and they do not breach Section 1 on this Agreement.
Each of the parties hereto agrees that, except with the other
party's written approval, solicit or offer employment to the
other party's staff or employees engaged in any efforts under the
consulting agreement. In the event that Consultant ceases
business operations during the period of this agreement, Client,
at its option, may offer employment to any of Consultant's
employees.
3. Use of Work Product
Except as those rights, if any, assigned to Client
under the consulting agreement, Consultant grants to Client fully
paid-up right and license to disclose, sublicense, use, modify,
copy, make and sell without restriction anything disclosed to
Client or developed under the consulting agreement specifically
for Client.
Consultant agrees to and does hereby assign to Client
all rights to all trade secrets and inventions, whether or not
patentable, which have been in the past, or are in the future,
conceived or reduced to practice solely or jointly by Consultant
or its employees or consultants, at any time, whether or not
during normal working hours, during the term of the consulting
agreement and are within the scope of services provided for in
the consulting agreement. Rights to inventions as used in this
paragraph include all worldwide rights to patent applications,
patents, including rights under all international conventions
relating to the intellectual property rights.
Consultant agrees to and does hereby assign to Client
all rights to all worldwide copyrights and other forms of
intellectual property rights to computer programs, data,
documentation and other works of authorship which have been in
the past, or are in the future, jointly or solely authored by
Consultant or its employees or consultants, at any time, whether
or not during normal working hours, during the term of the
consulting agreement and are within the scope of services
provided for in the consulting agreement and which relate to the
COAST features and specifications set forth in the consulting
agreement.
Consultant shall, however, retain an irrevocable non-
exclusive license to use in its business computer programs of
general application in designing systems, providing that such
license shall exclude any computer program which implements or is
designed using algorithm, computer program or design of a
suspension system with either is disclosed by Client to
Consultant or is created, designed or developed for a suspension
system by consultant for Client under the consulting agreement,
during the term of the consulting agreement and which are within
the scope of the services provided for in the consulting
agreement and which relate to the COAST system.
Consultant agrees that Consultant and Consultant's
employees and consultants will cooperate with client and will
sign all rightful papers requested by Client or its attorneys to
make application for, obtain and enforce in the name of Client,
or its assignees or licensees, all rights to patents, copyrights
and the intellectual property rights which are assigned or are to
be assigned to Client under his Section 3.
Consultant represents and warrants that each of
Consultant's employees and consultants who provides services
related to the consulting agreement or the COAST system has
signed or will sign a written agreement assigning to Consultant
all rights assigned or to be assigned to Client and agreeing to
cooperate with Client to perfect and secure all rights assigned
to Client all as provided in this Section 3 and that the name and
signature of each such employee and consultant appears below or
will be affixed confirming such agreements
4. Additional General Terms
a. Assignment
Neither party will assign any rights or
obligations under this agreement without the prior written
consent of the other party.
b. Notices
All notices required to be sent under this
agreement shall be sent by certified mail, return receipt
requested, to the addresses below or to any other address to
which the parties may, from time to time, designate:
CLIENT: AimRite Holdings Corporation, 000 Xxxxxxx Xxx #000,
Xxxxxx Xxxxx, XX 00000
CONSULTANT: Logic Innovations Inc., 0000 Xxxx Xxxx. Xxx Xxxxx
00000-0000
c. Integration and Amendment
This written agreement sets forth the entire
understanding of the parties with respect to the subject matter
of this agreement and supersedes all prior agreements,
understandings and negotiations with respect to the subject
matter hereof. Neither party to this agreement (nor its officers,
agents, employees, representatives or attorneys of or for any
party) has made any statement to any other party regarding any
fact relied on in this agreement, and each party does not rely on
any statement, representation or promise of any other party (or
any officer, agent, employees, representative, or attorney for
the other party) in executing this agreement except as expressly
stated in this agreement. Any amendments to this agreement must
be in writing and signed by both parties.
d. Investigation
Each party to this agreement has made such
investigation fo the facts pertaining to this agreement and all
the matters pertaining thereto as it deems necessary.
e. Review and Ratification
Each party or responsible officer thereof has read
this agreement, including each and every provision thereof, and
understands the contents thereof. Each party represents that the
board of directors of each party has consented either in writing
or at a meeting duly held, to the transactions contemplated
hereby.
f. Construction
Each party has cooperated in the drafting and
preparation of this agreement. Hence, in any construction to be
made of this agreement, the same shall not be construed against
any party.
g. Terms
Each term of this agreement is contractual and not
merely a recital.
h. Legal Advice
Each party has received independent legal advice
from its respective attorneys with regard to the making of this
agreement and each and every term thereof.
i. Consideration
Both Parties acknowledge that they have received
equal, valuable and legally sufficient consideration in return
for the obligations and befits given under this agreement.
j. Governing Law
This agreement shall be deemed to have been
executed and delivered in the State of California and shall be
governed by and interpreted with the laws of the State of
California except those laws relating to choice of law. The
parties agree that any dispute regarding the interpretation of
validity of this agreement will be subject to the exclusive
jurisdiction of the California State Courts for San Diego County,
California and to the personal and exclusive jurisdiction of that
Court. The parties agree that the prevailing side in any such
dispute shall be entitled to reasonable attorney's fees in
enforcing this agreement.
k. Waiver
Failure of either party to enforce, at any time or
for any period of time any of the provisions of this agreement
shall not be construed as a waiver of such provisions and shall
in no way effect a party's right to later enforce such
provisions.
l. Severability
If any part of this agreement is determined by any
court or tribunal of competent jurisdiction to be wholly or
partially unenforceable for any reason, such unenforceability
shall not affect any other part of this agreement.
m. Good Faith and Fair Dealing
All implied in law covenants of good faith and
fair dealing are hereby incorporated into this agreement by this
reference.
n. Future Benefits
This agreement is binding upon and shall inure to
the benefit of the parties, their heirs and successors in
interest whether individual, corporate or otherwise.
o. Time
Time is of the essence in this agreement.
AGREED:
AIMRITE HOLDINGS CORPORATION
BY:
ITS:
LOGIC INNOVATIONS INC.
BY:
ITS:
Consultants and employees
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
AimRite Holdings Corporation
By: /s/ Xxxx Xxx Xxxxxxxx-Xxxxxxx
Xxxx Xxx Xxxxxxxx-Xxxxxxx,
Interim President/Secretary
Date March 10, 2000
