Confidentiality and Consulting Agreement
This Agreement ("Agreement") is entered into effective February 15,
2000 by and between KBS TECHNOLOGIES, INC.("KBS") and Xxxx Xxxxx ("Consultant").
Whereas, Consultant desires to work as a consultant for KBS, to
acknowledge the ownership of the property of KBS, and to agreed to keep
confidential and preserve to value for KBS of the confidential information of
KBS as a condition of Consultant's compensation and benefits received for
services rendered for KBS.
For compensation to be paid and Consultant benefits to be received and
for other good and valuable consideration, the receipt, adequacy and sufficiency
of which is hereby acknowledged, the parties agree as follows:
1. Consultant agrees to become an Consultant of KBS, and KBS
agrees to engage Consultant as an Consultant of KBS, upon the
terms and conditions and for the compensation and other
Consultant benefits as the parties mutually agree. The
consultant relationship is an AT-WILL relationship which
either may terminate or modify at any time with or without
cause.
2. KBS agrees to pay Consultant 75% of all net collected receipts
for work performed by Consultant for KBS and its customers.
3. Consultant agrees that the Protected Property and all work
done by Consultant for KBS is the sole property of KBS. The
Protected Property is confidential, proprietary and
competitively sensitive. Consultant's sole right to use the
Protected Property is as an Consultant of KBS.
4. Consultant agrees to keep strictly confidential all the
Protected Property, except as permitted hereby. Consultant
agrees not to use the Protected Property for any purpose other
than for the sole benefit of KBS in furtherance of the best
interest and benefit of KBS.
5. KBS is entitled to specific performance, mandatory injunctive
relief and any other damages at law or in equity for
Consultant's breach of this Agreement. These remedies are
cumulative, money damages are inadequate and are not punitive.
6. Consultant agrees to return all documents and copies of all
Protected Property upon the termination with KBS.
7. Consultant is not an employee, partner, joint venturer or
other representative of KBS. Consultant is an independent
contractor. All work done and all compensation received for
work done for KBS shall belong to and be surrendered to KBS.
KBS TECHNOLOGIES, INC. Consultant:
By: /s/ Xxxx Xxxxxxx /s/ Xxxx Xxxxx
Xxxx Xxxxxxx, President Xxxx Xxxxx
EXHIBIT A
DEFINITION OF KBS PROPERTY
For purposes of this Agreement, all Technical Information, all
Business and Commercial Information, and All Miscellaneous Information
concerning KBS, including:
(i) Technical Information. All trade secrets, inventions, discoveries, know-how,
formulas, formulations, compositions, specifications, patents, patent
applications, copyrights, software and applications, drawings, schematics,
processes, process technologies, manufacturing techniques, tests, test results,
research and development and similar technical information, together with all
actual and proposed modifications and alterations made, created, developed,
invented or discovered by or for and on behalf of KBS; and
(ii) Business and Commercial Information. All information concerning the
financial condition, business and financial results of operations, marketing
strategies, financial projections, contacts with customers and prospective
customers, prospective business acquisitions, lists of customers and their
expected requirements, customer representatives, lists of prospective customers
and their expected requirements, costs, pricing, margins, sales, quantities,
product plans, market information, purchase orders, sources of supply,
projections, confidential personnel information, all contracts or agreements
containing confidentiality provisions, the contents of all agreements relating
to any of the foregoing and all other information relating to KBS or its
customers or prospective customers which is either confidential or proprietary
or competitively sensitive; and
(iii) Miscellaneous Information and Documentation. All records, reports,
analyses,memoranda, notes, analyses, compilations, studies, reports and copies
and extracts thereof, however and whenever arising, containing any Protected
Property with respect to any of the foregoing in every recordable form.
"KBS Property" includes but is not limited to information provided by or on
behalf of a party to this Agreement before and after the date hereof.
"KBS Property" does not include (a) information which is or becomes known to the
general public through no fault of the receiving party, (b) information which
was rightfully in the possession receiving party prior to its disclosure by or
on behalf of the other party hereto, and (c) information which comes into the
possession of receiving party without violation of any contractual or legal
obligation. Even if these exceptions to the confidential nature of information
provided do apply to a specific item, that does not relieve the receiving party
of its obligations hereunder with respect to all other items. The receiving
party shall have the burden of proof relating to all exceptions to the
confidential treatment of Protected Property.
