Exhibit 10.10
Xxxxxxxxxx Xxxxxxxx Consulting Services & Acquisitions
Consulting Business
xx.xxxxxxxxx.xxx
Consulting Agreement
Name: Xxxxx Xxxxxxxx
Soc. Sec/Fed. ID #:
Telephone: 000-000-0000
Email: XXXXX@XXXXXXXXXXXXXXXXXX.XXX
This Consulting Agreement is made as of the 21st day of August 2003 between
SITI-SLS INTL INC (President Xxxx Xxxx and Xxxxx Xxxxxxxx (the "Consultant"),
having his principal place of business at 0000 Xxx Xxxxx Xxxxxxx Xxxxxx, Xx
Xxxxx, Xxxxxxxxxx 00000.
The parties agree as follows:
I. Consulting Services and Reporting
Consultant shall perform the following tasks under the Agreement:
Identify private or public companies for merger and/or acquisition with or by
SITI-SLS INTL INC Set up initial meetings between SITI-SLS INTL INC management
and such companies. Consultant will develop new and use existing network of
investor, consultant and company contacts to identify potential corporate merger
and acquisition candidates or potential business partners.
Consultant shall report directly to Xxxx Xxxx or his/her authorized designee.
II. Compensation and Expenses
A. Consultant will receive 10,000.00 (Ten thousand dollars US)..
1) Due at signing of contract.
B. Consultant will be responsible for all costs and expenses incurred
by Consultant in performing services under the Agreement.
Exceptions may be made for particular expenses only if Company
agrees in advance, in writing, to reimburse Consultant for such
expense.
III. Relationship of the Parties
Consultant's relationship with the Company is that on an independent contractor.
Consultant has no authority to create any obligations for company by contract or
otherwise. Consultant will not be entitled to any employee benefits. Consultant
will be solely responsible for paying all taxes and insurance due with respect
to Consultant's compensation; unless Company's determines that such deductions
may be required by law.
IV. Term
This Agreement shall expire on 9/22/03. In addition, either party may terminate
Consultant's services under this Agreement at any time, with or without cause,
on not less than ten (10) days prior written notice. Sections V to VIII of this
Agreement will remain in effect for five (5) years following completion of
Consultant's services hereunder of five (5) years from the date of termination,
whichever is later.
V. Confidentiality
a. Company Information
Company will, at all times, while carrying out consulting services for
Company and thereafter, hold in strictest confidence, and not copy,
use, or disclose to any person or entity (consistent with Company's
instructions, or otherwise with Company's written consent) any trade
secrets or confidential or proprietary information of any sort,
including information relating to products, processes, know-how,
designs, formulas, developmental or experimental work, computer
programs, databases, other original works of authorship, customer
lists, business plans financial information or other subject matter
pertaining to any business of Company or any persons or entities with
which it does business.
b. Former Employer Information
Consultant will not use or disclose any confidential or proprietary
information or trade secrets of former or concurrent clients or
employer, and will not bring on to the premises of Company any
unpublished document or any property belonging to former or concurrent
clients or employers, without the written consent of such clients or
employers.
c. Third Party Information
Company has received and will receive from third parties their
confidential or proprietary information subject to a duty on Company's
part to maintain the confidentiality of such information and to use it
only for certain limited purposes. Consultant will hold all such
confidential or proprietary information in the strictest confidence and
not copy, use, or disclose to any person or entity except as consistent
with Company's agreement with such third party. Consultant warrants
that the execution and performance of this Agreement will not cause
Consultant to be in breach of any employment or other obligation.
d. Return of Documents
Upon completion or termination of Consultant's services for Company, or
earlier at Company's request, Consultant will return to Company all
documents and other materials containing confidential or proprietary
information belonging to Company or to third parties doing business
with Company.
e. Employees and Agents of Consultant
Each of Consultant's employees, agents, contractors, consultants,
partners or other persons, if any, who assist Consultant in the
performance of services for company, shall have signed an agreement
binding them to substantially the same obligations as are set forth in
Sections V and VI of this Agreement.
VI. Inventions
a. Assignment of Intellectual Property Rights
Consultant hereby assigns and transfers to Company Consultant's entire
right, title and interest in and to all inventions, original works of
authorship, developments, improvements, ideas, discoveries, copyrights,
mask work rights and trade secrets (collectively, "Intellectual
Property Rights") made, conceived, developed or reduced to practice by
Consultant's services to Company, or which resulted from or were
suggested by services performed by Consultant for Company. At Company's
request, Consultant will promptly execute any additional documents
necessary or desirable to establish Company's rights with respect to
any Intellectual Property Rights assigned hereunder.
b. Rights Reserved to Consultant
Attached to this Agreement as Exhibit A is a list describing all
Intellectual Property Rights owned by Consultant prior to the
performance of Consultant's services for Company which relate to
Company's proposed business and products and which are not assigned to
Company. If no such list is attached, Consultant represents that there
are no such Intellectual Property Rights.
c. Maintenance of Records
Consultant will maintain adequate and current written records of all
inventions and original works of authorship made by Consultant (solely
or jointly with others) during the course of Consultant's services to
Company. The records will be in the form of notes, sketches, drawings
and any other format that may be specified by Company. The records will
be available to and remain the sole property of Company at all times.
d. Obtaining Patents, Copyrights and Mask Work Rights
Consultant will assist Company or its nominee in every reasonable way,
during and at any time after the performance of Consultants services,
to obtain United States and foreign patents, copyrights and mask work
rights covering the Intellectual Property Rights assigned hereunder. In
this connection, Consultant will execute any applications or other
documents, testify at any hearing or litigation which may arise,
provide Company any information known to Consultant which may be
pertinent as prior art to patent applications or which may be pertinent
for describing the best mode for practicing said Intellectual Property
Rights (Company may disclose such information in patent applications as
it deems necessary), and perform such other lawful acts as may be
reasonably requested by Company. Company will pay all expenses related
to such efforts and will compensate Consultant at a reasonable rate for
time actually spent by Consultant at Company's request of such
assistance.
If Company is unable because of Consultant's mental or physical
incapacity or for any other reason to secure Consultant's signature to
apply for or to pursue any application for any United State or foreign
patents, copyrights or mask work rights covering the Intellectual
Property Rights, then Consultant hereby irrevocably designates and
appoints Company and its duly authorized officers and agents as
Consultant's agent and attorney in fact, to act for and in Consultant's
behalf and to execute and file any such applications and to do all
other lawfully permitted acts to further the prosecution and issuance
of such patents, copyrights and mask work rights with the same legal
force and effect as if executed by Consultant.
e. Exception to Assignments
The provisions of this Agreement requiring assignment to company do not
apply to any invention (i) made by Consultant entirely on Consultant's
own time without using Company's equipment, supplies, facilities or
trade secret information, and (ii) which does not relate at the time of
the conception or reduction to practice of the invention to Company's
business or to its actual or demonstrably anticipated research or
development, and (iii) which does not result from any work performed by
Consultant for Company. Consultant will advise Company promptly in
writing of any invention, original works of authorship, development or
trade secret that Consultant believes is protected under this section
VI(e) and will at that time provide to Company in writing all evidence
necessary to substantiate that belief. Company will keep in confidence
any confidential information so disclosed which relates to inventions
protected under this Section. Company need not treat any such disclosed
information as confidential if it has previously been known to Company,
or if at the time of disclosure or thereafter the information is
disclosed in patents or other publications, imparted to Company by
third parties having lawful possession of the same, or is publicly
known to the trade to which the information relates.
VII. Legal Restraints
In the event of a breach or threatened breach by Company of the
provisions of this Agreement, Consultant will be entitled to an
injunction restraining Company from violating the terms hereof. Nothing
in this Agreement will restrict Consultant from pursuing any other
remedies available to it for such breach or threatened breach,
including recovery of damages.
VIII. General Provisions
a. Notice
Any notice given in connection with this Agreement must be in writing.
Notice will be deemed given and effective on the third business day
following the date it is deposited, postage prepaid, in the United
States mail directed to the individual who signed this Agreement, at
the address set forth on the first page of this Agreement or to such
other address as specified, by giving notice as herein provided. Notice
given in any other fashion must be in writing and will be deemed given
and effective when actually received.
b. Governing Law
This Agreement will be governed by the laws of the State of California
as applied to agreements made and performed in California by residents
of California.
c. Entire Agreement
This Agreement sets forth the entire agreement and understanding
between the parties and supersedes all prior and contemporaneous
agreements and understandings, written or oral, on the subject matter
hereof. No modification or amendment of this Agreement, nor any waiver
of any rights under this Agreement, will be effective unless in writing
and signed by the party to be charged.
d. Disputes
In the event any dispute should arise between the parties with respect
to the performance of either of them hereunder, the prevailing party
will be entitled to reasonable attorney's fees.
e. Severability
If one or more of the provisions in this Agreement are held
ineffective, unenforceable, or illegal for any reason, then the
remaining provisions will continue in full force and effect.
f. Successors and Assigns
This Agreement may not be assigned by Consultant. This Agreement will
be binding upon Consultant's heirs, executors, administrators, and
other legal representatives and will be for the benefits of the
Company, its successors and its assigns.
g. Paragraph Headings
Paragraph headings, titles or captions contained herein are inserted as
a matter of convenience and for reference only, and in no way define,
limit, extend, or otherwise describe the scope of this Agreement nor
the intent of any provision thereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and to
be effective as of the Effective Date set forth on the first page hereof.
Consultant: SITI - SLS INTL INC
/s/ Xxxxx Xxxxxxxx By: /s/ Xxxx X. Xxxx, Pres.
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Signature Signature
Xxxxx X. Xxxxxxxx Xxxx X. Xxxx
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Name (please print) Name (please print)
8-21-03 8/21/03
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Date Date
