Exhibit 6.12
CONSULTING AGREEMENT
THIS AGREEMENT is entered into as of September 30, 1997, by
and between Food Extrusion, Inc., a Nevada corporation (the "Company"), and
Xxxxxx X. Xxxxx, an individual (hereinafter "Consultant").
R E C I T A L S:
A. The Company desires to have Consultant's services available
to the Company as a consultant to provide the corporate development and
strategic planning services.
B. Consultant desires to enter into such a consulting
relationship with the Company.
C. Consultant and the Company entered into that certain
Employment Agreement, dated as of April 1, 1997 (the "Employment Agreement"),
and Consultant and the Company intend to terminate the Employment Agreement
effective as of the execution of this agreement;
D. Consultant acknowledges that in the course of his
consulting relationship with the Company he will have access to and become
acquainted with various trade secrets consisting of financial plans, strategic
directions, formulae, patterns, devices, designs, secret inventions, processes,
diagrams, drawings, product specifications, manufacturing procedures, test
procedures, parts information, printed circuit patterns, software (including
source and object codes), algorithms, inspection procedures, programs,
schematics, wiring diagrams and other compilations of information which are
owned by the Company, are used in the operation of its business and are
confidential and of special and unique value (hereinafter "Company Confidential
Information").
E. Consultant acknowledges that in the course of his
consulting relationship he may be involved in the development and/or discovery
of financial plans, strategic directions, new techniques, products, designs,
programs, formulae, algorithms, improvements and discoveries and/or related
innovations (hereinafter "Innovations") during his status as a consultant to the
Company.
F. Due to the highly competitive nature of the Company's
business enterprise and products, the Company wishes to protect the proprietary
rights to and confidentiality of the Company Confidential Information and
Innovations. Consultant acknowledges the necessity and desirability of such
protection.
G. The intent of this Agreement is to carry out the purposes
of the parties as set forth above.
NOW, THEREFORE, in consideration of the premises, the mutual
covenants contained herein and for other good and valuable consideration,
receipt of which is hereby acknowledged, the parties agree as follows:
1. Recitals.
The recitals set forth above shall be deemed to be a part of
this Agreement as though such provisions had been set forth in full in this
Agreement.
2. Compensation.
Consultant hereby agrees to perform consulting services as
agreed upon by both parties. Consultant shall be paid by the Company at the rate
of $10,000 per month ("Consulting Fee"). The Consulting Fee shall include all
expenses or other costs associated with the performance of the consulting
services and Consultant shall not be entitled to reimbursement from the Company
for any such expenses or costs.
3. Minimum Work Schedule.
Consultant shall be required to work a minimum of 50 hours per
month as a consultant for the Company.
4. Reports.
Consultant shall supply a monthly status report to the Chief
Executive Officer regarding the status of projects worked on and the hours
worked during the prior month.
5. Status of Consultant.
Consultant hereby acknowledges and agrees that he will be
acting as an independent contractor to the Company, rather than an employee, and
that, therefore, the Company will not provide any health care or any other
benefits to Consultant and shall not be required to withhold state and Federal
income taxes, or to make payments for FICA, unemployment insurance or any other
payroll taxes, and that Consultant will report such earnings as earnings from
self-employment when he files his state and Federal income tax returns.
Consultant hereby resigns from the board of directors and as an officer of the
Company effective the date of the execution of this Agreement.
6. Innovations.
Consultant hereby agrees that he will promptly inform and
disclose to the Company all Innovations which Consultant develops or becomes
aware of during the term of this consulting relationship with the Company which
may pertain or relate to the business of the Company or to any experimental work
carried on by the Company, whether conceived during regular working hours or
not. All such Innovations shall be the exclusive property of the Company.
Consultant further agrees to assist the Company in obtaining patents on all such
Innovations deemed patentable by the Company and in obtaining copyrights on all
such Innovations deemed copyrightable by the Company. Consultant agrees to
execute all documents and do all things necessary to obtain letters patent or
copyrights to vest the Company with full and exclusive title thereto, and to
protect the same against infringement by others.
7. Company Confidential Information.
Consultant agrees that he will not disclose any Company
Confidential Information, directly or indirectly, or use such information in any
way during his consulting relationship or at any time thereafter without the
written permission of the Company.
8. Company Equipment.
Consultant agrees that all equipment and other items relating
to the business of the Company, whether prepared by Consultant or otherwise
coming into his possession, shall remain the exclusive property of the Company
and shall not be removed from the premises of the Company under any
circumstances whatsoever without the prior written consent of the Company.
9. Termination.
The consulting relationship between Consultant and the Company
shall continue for a period of two (2) years from the date hereof and shall
automatically terminate upon the expiration of the two (2) year period.
10. Applicable Law.
The provisions of this Agreement shall be governed by and
construed, interpreted and enforced in accordance with the laws of the State of
California.
11. Severability.
To the extent that the agreements and covenants set forth
herein, or any word, phrase, clause, sentence thereof shall be found to be
illegal or unenforceable for any reason, such word, clause, phrase or sentence
shall be modified or deleted in such a manner so as to make the contract as
modified legal and enforceable under applicable laws; and the balance of the
covenants, or parts thereof, shall not be affected thereby, the balance being
construed as severable and independent.
12. Successors - Assignment.
The agreements and covenants set forth herein shall inure to
the benefit of the successors and assigns of the parties. This Agreement may not
be assigned by Consultant. The Company and its successors and assigns may assign
all of the Company's (or their) rights and delegate all of the Company's (or
their) duties under this Agreement to any person or entity.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
THE COMPANY:
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx, Chief Executive Officer
CONSULTANT:
/s/ Xxxxxx Xxxxx
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Xxxxxx X. Xxxxx
