EXHIBIT 10.5
XXXXX XXXXXX CONSULTING AGREEMENT
CONSULTING AGREEMENT
This Agreement is made on December 28, 2001 between International Wireless, Inc.
(the "Company") and Xxxxx Xxxxxx (the "Consultant"), and is effective on
December 28, 2001 and supersedes all prior consulting agreements, including the
Consulting Agreement Dated December 27, 2001 between the same parties. The
Consultant has extensive experience regarding operating a large business
enterprise and in particular with doing business with state agencies, and the
Company seeks to benefit from the Consultant's expertise by retaining the
Consultant as its Consultant in dealing with state agencies. The Consultant
wishes to perform consulting services for the Company. Accordingly, the Company
and the Consultant agree as follows:
9. Services
a. The consultant shall provide advice and consulting services to the
Company with respect to matters related to doing business with state
agencies. The Consultant shall be engaged by the Company as a
consultant for the exchange of ideas only and under the terms of this
Agreement, shall not directly conduct business for or on behalf of the
Company.
b. Upon request by the Company and in return for compensation detailed in
Article 2, the Consultant shall keep the Company informed about the
availability of state contracts in regard to wireless technology as
they may be available from time to time.
10. Compensation
As full consideration for the consulting services provided by the
Consultant, the Company shall pay to the Consultant with options to
purchase 140,000 (One Hundred Forty) common shares of the company at $0.46
USD per share. It is fully understood by the parties herein that the
Company has not registered said options as of this date, but that the
Company plans to file a Form S-8 to register the Company Stock Option
Agreement which will include these options, as soon as practical after its
audit for the merger with Origin Investment Inc. is completed and filed
with the Securities and Exchange Commission.
19. Confidentiality
a. Either party may disclose to the other party any information that the
disclosing party would normally freely disclose to the other members
of the wireless community at large, whether by publication, by
presentation at seminars, or in informal industry discussions.
b. The parties may wish, from time to time, in connection with work
contemplated under this Agreement, to disclose confidential
information to each other ("Confidential Information"). Each party
will use reasonable efforts to prevent the disclosure of any of the
other party's Confidential Information to third parties for a period
of one (1) year from receipt thereof. The recipient may acquire
information that pertains to the discloser's processes, equipment,
programs, developments, or plans that is both (i) disclosed or made
known by the disclosure to the recipient and (ii) identified in
writing as "proprietary" by the disclosure. The recipient agrees not
to disclose any Confidential Information to third parties or to use
any Confidential Information for any purpose other than performance of
the services contemplated by this Agreement, without prior written
consent of the Company.
c. Confidential Information subject to paragraph 3(b) does not include
information that (i) is or later becomes available to the public
through no breach of this Agreement by the recipient; (ii) is obtained
by the recipient from a third party who had the legal right to
disclose the information to the recipient; (iii) is already in the
possession of the recipient on the date this Agreement becomes
effective; (iv) is independently developed by recipient; or (v) is
required to be disclosed by law, government regulation, or court
order.
20. Return of Materials
The Consultant agrees to promptly return, following the termination of this
Agreement or upon earlier request by the Company, all drawings, tracings,
and written materials in the Consultant's possession supplied by the
Company in conjunction with the Consultant's consulting services under this
Agreement.
21. Term and Termination
This Agreement shall be for a term of six months, renewable upon reasonable
terms and conditions as may be agreed upon by the Company and the
Consultant.
22. Miscellaneous
a. This Agreement shall inure to the benefit of and be binding upon the
respective heirs, executors, successors, representatives, and assigns
of the parties, as the case may be.
b. The relationship created by this Agreement shall be that of
independent contractor, and the Consultant shall have no authority to
bind or act as agent for the Company or its employees for any purpose.
c. The Company will not use the Consultant's name in any commercial
advertisement or similar material used to promote or sell products,
unless the Company obtains in advance the written consent of the
Consultant.
d. Notice given by one party to the other hereunder shall be in writing
and deemed to have been properly given if deposited with the United
States Postal Service, registered or certified mail, addressed as
follows:
International Wireless, Inc.
000 Xxxxxxxxxxxx Xxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Xx. Xxxxx Xxxxxx
Union Plaza
00-00 Xxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
e. This Agreement replaces all previous agreements and the discussions
relating to the subject matters hereof and constitutes the entire
agreement between the Company and the Consultant with respect to the
subject matters of this Agreement. This Agreement may not be modified
in any respect by any verbal statement, representation, or agreement
made by any employee, officer, or representative of the Company, or by
any written documents unless it is signed by an officer of the Company
and by the Consultant.
f. If any term or provision of this Agreement is deemed invalid, contrary
to, or prohibited under applicable laws or regulation of any
jurisdiction, this Agreement (save only this sentence) shall be
invalid.
IN WITNESS WHEREOF, the parties have executed this Agreement effective the date
first stated above.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
International Wireless, Inc.
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, Consultant
