CONSULTING AND NONDISCLOSURE AGREEMENT
Exhibit 10.2
This
Consulting and Nondisclosure Agreement (“Agreement”) is
entered into between Command Center, Inc., a Washington Corporation
(“Command”), and Xxxxxx X. Xxxxx
(“Consultant”).
WHEREAS, Command
wishes to engage Consultant for services relating to
Command’s business, which may entail, in part, operational
and financial details of Command, which in many cases are
confidential and not known to the general public;
WHEREAS, as part of
the services provided by Consultant, Consultant is willing to
protect the confidentiality of such information;
NOW,
THEREFORE, Command and Consultant agree as follows:
1.
Terms
of Agreement. The
engagement between the parties shall commence as of June 1, 2018,
and shall continue through July 31, 2018 (the “Term”).
This Agreement can be extended by mutual consent of the parties
hereto upon the same terms and conditions for a period of time as
agreed upon by the parties. Command may terminate this agreement
with or without cause at any time without penalty or obligation to
make any specific additional payments to Consultant as long as it
has paid to Consultant the fees as contemplated herein. In the
event Command elects to terminate this Agreement and the services
provided by Consultant without good cause, Command will pay to
Consultant the full amount of fees remaining through the Term of
this Agreement. In the event Consultant elects to terminate this
Agreement for any reason, no additional payments will be made to
Consultant. Further, in the event either party elects to terminate
this Agreement and the services provided by Consultant, Consultant
will immediately return any and all property of Command provided to
Consultant during the term of this Agreement and all Confidential
Information (as defined below).
2.
Compensation and
Terms. As may be
requested by Command from time to time, Consultant shall provide
Command with services within Consultant’s areas of experience
and knowledge relating to Command’s general operations and
governance and/or in other similar tasks. The services may include
periodic reporting related to these services as may be required by
Command. Consultant will not at any time be required to provide
legal advice or legal services to Command, any employee of Command,
or any member of the company’s board of
directors.
Command
shall pay Consultant on monthly basis for all services performed
within the month. Consultant will be paid at a rate of $10,000 for
each calendar month of the Term of this Agreement. Each monthly
payment will be made by Command within five days of the first day
of each month. Consultant hereby agrees and acknowledges the
compensation rate set forth herein is all that Consultant will be
owed for all services rendered to Command under this
Agreement.
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3.
Expenses.
Consultant is responsible for all costs and expenses incurred in
the course of performing services under this Agreement, unless
previously approved by Command. However, in the event Command and
Consultant agree that travel is necessary for Consultant, Command
shall pay all expenses reasonably incurred by Consultant in the
course of such travel.
4.
Time
Requirements.
Consultant agrees to furnish Command with consulting services as
required by Command and as mutually agreed upon by the parties
hereto. Consultant agrees and acknowledges that the hours required
to provide the services contemplated in this Agreement may require
irregular working hours at times and may require meeting stated
deadlines. However, Consultant will not be required to provide more
than 10 hours per month of consulting services to
Command.
5.
Independent
Contractor. Both
Command and Consultant agree that the Consultant will act as an
independent contractor in the performance of his duties under this
Agreement. Accordingly, Consultant shall be responsible for payment
of all taxes including Federal, State and local taxes arising out
of Consultant's activities in accordance with this Agreement,
including by way of illustration but not limitation, Federal and
State income tax, Social Security tax, Unemployment Insurance
taxes, and any other taxes or business license fee as required. At
no time is Consultant authorized to enter into any agreements
(written or otherwise) or make any material representations on
Command’s behalf.
6.
Confidential
Information.
(a) The words
“Confidential Information” mean any nonpublic
information, whether presented orally, in writing or
electronically, relating to Command, provided or made available to
Consultant during the term of this Agreement, including without
limitation any of the following:
(1) All ideas,
methods, plans, relationships, techniques, formats, specifications,
procedures, designs, systems, processes, data and software
systems;
(2) All marketing,
pricing and financial information, including revenues, expenses,
budgets and projections;
(3) All customer
information including any data and details on specific customer
accounts;
(4) All specific
proprietary computer software, algorithms, computer processing
systems, object and source codes, user manuals, and systems
information and documentation, including how any of the above are
applied in Command’s business operations;
(5) All Trade
Secrets (as defined below);
(6) All Work
Product (as defined below); and
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(7)
All other information which is marked as confidential or explained
to be confidential or which by its nature is
confidential.
(b)
The term “Trade Secrets” as used in this Agreement
shall mean Confidential Information that:
(1)
derives economic value, actual or potential, from not being
generally known to, and not being readily ascertainable by proper
means by other persons who can obtain economic value from its
disclosure or use; and
(2)
is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy.
(c)
This Agreement shall not apply to and the words “Confidential
Information” or “Trade Secrets” shall not include
information that is generally available to the public other than as
a result of wrongful disclosure by others or information rightfully
received by either party from a third party without restriction on
disclosure or use.
(d)
This Agreement is not intended to obligate either party to disclose
any particular information.
7.
Use and
Protection of Confidential Information. Consultant will use the Confidential
Information of Command only for designated purposes related to
certain business operations of Command and as maybe needed
generally in the course of providing the consulting services
contemplated by this Agreement. Consultant, as the recipient of
Confidential Information, shall take all reasonable precautions to
guard and protect the secrecy and confidentiality of the
Confidential Information so received, including all of the same
precautions that he would take to guard and protect his own
confidential information or that of any other client or employer of
Consultant. Except as otherwise provided in this Agreement,
Confidential Information shall not be disclosed by Consultant to
any person or entity or used for his own benefit or the benefit of
any other person or entity. Consultant shall not make copies of any
Confidential Information or allow access to Confidential
Information to any unauthorized third party without the prior
written consent of Command. All Confidential Information shall
remain the property of Command. Command has not granted a license
to Consultant to use or exploit Confidential Information for the
benefit of himself or any third party. The restrictions and other
terms of this Agreement will continue for as long as information
remains Confidential Information, and will survive termination of
this Agreement.
8.
Return
of Confidential Information. Upon written request of
Command, Consultant shall return or destroy (as specified by
Command and at Command’s expense) all Confidential
Information. If requested by Command, Consultant shall sign a
statement certifying that all Confidential Information has been
returned or destroyed in accordance with Command’s
instructions. Disclosure of Confidential Information to Consultant
hereunder shall not constitute any option, grant or license to
Consultant under any patent or other rights now or hereafter held
by Command or its subsidiaries.
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9.
Ownership
of Work Product.
(a)
Consultant acknowledges and agrees that any and all work product of
Consultant under this Agreement, whether tangible or intangible,
written or unwritten, including, without limitation, text, computer
software, stored data, programs, photograph, video, multi-media
item, or other work of authorship and instrumentation, including
copies and duplicates of same, inventions, ideas, discoveries,
improvements, enhancements, whether or not shown or depicted in
writing or reduced to practice, whether or not patentable and
including those which may be subject to copyright protection
(collectively, “Work Product”), shall belong solely to
Command and that Consultant shall not at any time now or in the
future hold or retain any rights or interests in or to any Work
Product. Consultant shall give to Command all electronic and hard
copies of all Work Product upon demand.
(b) To
the extent that any Work Product may not properly be considered
works made for hire, Consultant represents and warrants that
Consultant is the owner of the Work Product. Consultant further
represents and warrants that, whether or not the Work Product may
properly be considered a work made for hire, all Work Product
delivered under this Agreement is original to Consultant and that
the Work Product does not infringe upon any third party rights
including, but not limited to, copyright, trademark, patent, trade
secret, privacy, publicity, and any other intellectual property
rights or legally protectable property rights.
10.
Business
Transactions. This Agreement shall not obligate either party
to enter into any future business transaction with the other
party.
11.
Waiver.
No failure or delay by either party in enforcing any condition or
term of this Agreement shall be construed as a waiver of its right
to do so, nor shall any single or partial waiver be construed as a
waiver with respect to any future violation of the same or any
different condition or term. Any waiver, alteration, or
modification of any of the provisions of this Agreement or
cancellation or replacement of this Agreement shall not be valid
unless in writing and signed by the parties.
12.
Entire
Agreement. This
Agreement embodies the entire agreement and understanding of the
parties with respect to the subject of consulting services and
supersedes all prior discussions, negotiations, agreements and
understandings among the parties with respect to this
subject.
DATED
THIS 25th day of May, 2018.
CONSULTANT
By: Xxxxxxx X. Xxxxxxx,
Xx.
By: Xxxxxx X.
Junck_________________
Title: President and
CEO
Title:
_________-------________________
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