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EXHIBIT 6.28
AGREEMENT FOR PROFESSIONAL SERVICES
XXXXX.XXX, INC. ("the Company") and XXXXXXX X. XXXXXX III ("Contractor"), for
and in consideration of the mutual covenants contained herein, enter into this
Agreement for Professional Services ("the Agreement") as follows:
1. SCOPE OF THIS AGREEMENT
Contractor agrees to provide his services as an experienced professional
consultant for the performance of various business development duties.
2. COMPENSATION
The Company agrees to pay Contractor 50,000, fully vested, options to buy common
stock at a price of $1.25 per share for services provided pursuant to this
Agreement. All business expenses incurred by Contractor relating to the scope of
his services pursuant to this Agreement shall be paid by the Company, provided
that each expense is of a nature qualifying it as a proper deduction for tax
purposes; that any travel and entertainment expense conforms to the Company's
Travel and Entertainment policy; and Contractor furnishes to the Company
adequate records to substantiate the expense. Any expense incurred by the
Contractor shall be approved in advance by the Company and submitted along with
the invoice.
3. WORK ASSIGNMENTS
Contractor acknowledges that he is entering into this Agreement as an individual
and that he shall not assign or sub-contract any portion of this Agreement or
the work to be performed pursuant to this Agreement to any other person or
entity without prior written approval of the Company.
4. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
The Company is the owner of all work product arising out of the work performed
pursuant to this Agreement. Contractor hereby grants all such licenses or
intellectual property rights to the Company. Upon termination of this Agreement
or upon conclusion of services provided pursuant to this Agreement, Contractor
agrees to provide the originals of his work product. Contractor shall inform the
Company of any third-party intellectual property that it uses in connection with
its work under the Agreement, including copyrighted or licensed materials.
5. CONFIDENTIALITY
The work being performed by Contractor pursuant to this Agreement is
confidential and proprietary. Contractor, including its partners, employees,
agents or subcontractors, shall not disclose any of this information, including
financial and operational information relating to the Company or any client of
the Company not expressly authorized to receive such information.
6. INDEPENDENT CONTRACTOR
It is understood that Contractor is an independent contractor contracting to
perform the duties set forth above and that there will be no employer/employee
relationship arising out of this Agreement. Contractor acknowledges that he is
responsible for any federal, state or local taxes that may come due as a result
of
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payment to Contractor, or his successors, assigns or heirs, for services
performed pursuant to this Agreement.
7. ENTIRE AGREEMENT
This Agreement constitutes the sole and only Agreement of the parties and
correctly sets forth the rights, duties, and obligations of each to the other in
connection therewith. It supersedes any and all other agreements, either oral or
in writing, between the parties. Each party to this Agreement acknowledges that
no representations, inducements, promises or agreements, or otherwise, have been
made by any party, or anyone acting on behalf of any party, which are not
embodied herein, and that no other agreement, statement or promise not contained
in this Agreement shall be valid or binding.
8. APPLICABLE LAW
This Agreement shall be deemed to have been entered into and shall be construed
and enforced in accordance with the laws of the State of Illinois.
9. TERMINATION
This Agreement may be terminated by either party with or without cause on seven
(7) days prior written notice to the other party. In the event of termination of
this Agreement by the Company, Contractor shall be paid all outstanding amounts
for Company-approved services and expenses up to the date of termination.
XXXXXXX X. XXXXXX, an individual XXXXX.XXX, INC.
By:
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Date: Title:
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Date:
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