Exhibit 4.5
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CONSULTING AGREEMENT
AGREEMENT, effective as of the 20th day of May, 2002, between
INFe, Inc., a Florida Corporation (the "Company") and Xxxxxxxx Xxxxxx
of 000 Xxxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxx 00000("Xxxxxxxxxx").
WHEREAS, THE Company desires the Consultant to provide consulting
and general business services to the Company pursuant hereto and
Consultant is agreeable to providing such services.
NOW THEREFORE, in consideration of the premises and the mutual
promises set forth herein, the parties hereto agree as follows:
1. Consultant shall serve as a consultant to the Company on client
financing activities, investment banking and other projects as may be
deemed necessary by Mr. T. Richfield, CEO of INFe, Inc.
2. The Company shall be entitled to Consultant's services for
reasonable times when and to the extent requested by, and subject to
the direction of Mr. T. Richfield, CEO.
3. Reasonable travel and other expenses necessarily incurred by
Consultant to render such services, and approved in advance by the
Company, shall be reimbursed by the Company promptly upon receipt of
proper statements, including appropriate documentation, with regard to
the nature and amount of those expenses. Those statements shall be
furnished to the Company monthly at the end of each calendar month in
the Consulting Period during which any such expenses are incurred.
Company shall pay expenses within fifteen (15) business days of the
receipt of a request with appropriate documentation.
4. In consideration for the services to be performed by
Consultant, the Consultant will receive a total of fifty thousand
warrants (50,000) exercisable at $0.50 per warrant.
5. It is the express intention of the parties that the Consultant
is an independent contractor and not an employee or agent of the
Company. Nothing in this agreement shall be interpreted or construed
as creating or establishing the relationship of employer and employee
between the Consultant and the Company. Both parties acknowledge that
the Consultant is not an employee for state or federal tax purposes.
The Consultant shall retain the right to perform services for others
during the term of this agreement.
6. Neither this agreement nor any duties or obligations under this
agreement may be assigned by the Consultant without the prior written
consent of the Company.
7. This agreement may be terminated upon thirty (30) days written
notice by either the Company or the Consultant.
8. Any notices to be given hereunder by either party to the other
may be given either by personal delivery in writing or by mail,
registered or certified, postage prepaid with return receipt
requested. Mailed notices shall be addressed to the parties at the
addressed appearing in the introductory paragraph of this agreement,
but each party may change the address by written notice in accordance
with the paragraph. Notices delivered personally will be deemed
communicated as of actual receipt; mailed notices will be deemed
Exhibit 4.5 - Pg. 1
communicated as of two days after mailing.
9. This agreement supersedes any and all agreements, either oral
or written, between the parties hereto with respect to the rendering
of services by the Consultant for the Company and contains all the
covenants and agreements between the parties with respect to the
rendering of such services in any manner whatsoever. Each party to
this agreement acknowledges that no representations, inducements,
promises, or agreements, orally 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.
Any modification of this agreement will be effective only if it is in
writing signed by the party to be charged.
10. This agreement will be governed by and construed in accordance
with the laws of the State of Florida, without regard to its conflicts
of laws provisions; and the parties agree that the proper venue for
the resolution of any disputes hereunder shall be settled by
arbitration in the Washington, DC metropolitan area, in accordance
with the procedures (the "Procedures") of the American Arbitration
Association (the "AAA"), and judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof.
11. For purposes of this Agreement, Intellectual Property will
mean (i) works, ideas, discoveries, or inventions eligible for
copyright, trademark, patent or trade secret protection; and (ii)
any applications for trademarks or patents, issued trademarks or
patents, or copyright registrations regarding such items. Any items
of Intellectual Property discovered or developed by the Consultant (or
the Consultant's employees) during the term of this Agreement will be
the property of the Consultant, subject to the irrevocable right and
license of the Company to make, use or sell products and services
derived from or incorporating any such Intellectual Property without
payment of royalties. Such rights and license will be exclusive during
the term of this Agreement, and any extensions or renewals of it.
After termination of this Agreement, such rights and license will be
nonexclusive, but will remain royalty-free. Notwithstanding the
preceding, the textual and/or graphic content of materials created by
the Consultant under this Agreement (as opposed to the form or format
of such materials) will be, and hereby are, deemed to be "works made
for hire" and will be the exclusive property of the Company. Each
party agrees to execute such documents as may be necessary to perfect
and preserve the rights of either party with respect to such
Intellectual Property.
12. The written, printed, graphic, or electronically recorded
materials furnished by the Company for use by the Consultant are
Proprietary Information and are the property of the Company.
Proprietary Information includes, but is not limited to, product
specifications and/or designs, pricing information, specific customer
requirements, customer and potential customer lists, and information
on Company's employees, agent, or divisions. The Consultant shall
maintain in confidence and shall not, directly or indirectly, disclose
or use, either during or after the term of this agreement, any
Proprietary Information, confidential information, or know-how
belonging to the Company, whether or not is in written form, except to
the extent necessary to perform services under this agreement. On
termination of the Consultant's services to the Company, or at the
request of the Company before termination, the Consultant shall
Exhibit 4.5 - Pg. 2
deliver to the Company all material in the Consultant's possession
relating to the Company's business.
13. The obligations regarding Proprietary Information extend to
information belonging to customers and suppliers of the Company about
which the Consultant may have gained knowledge as a result of
performing services hereunder.
14. The Consultant shall not, during the term of this agreement
and for a period of one (1) year immediately after the termination of
this agreement, or any extension of it, either directly or indirectly
(a) for purposes competitive with the products or services currently
offered by the Company, call on, solicit, or take away any of the
Company's customers or potential customers about whom the Consultant
became aware as a result of the Consultant's services to the Company
hereunder, either for the Consultant or for any other person or
entity, or (b)solicit or take away or attempt to solicit or take
away any of the Company's employees or consultants either for the
Consultant or for any other person or entity.
15. The Company will indemnify and hold harmless Consultant from
any claims or damages related to statements prepared by or made by
Consultant that are either approved in advance by the Company or
entirely based on information provided by the Company.
Consultant:
/s/ Xxxxxxxx Xxxxxx
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Xxxxxxxx Xxxxxx
Company:
INFe, Inc.
/s/ Xxxxxx X. Richfield
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Xxxxxx X. Richfield
President & CEO
Exhibit 4.5 - Pg. 3
