EXHIBIT 10 (p)
CONSULTING AGREEMENT
AGREEMENT, dated October 1, 2004 but effective October 1, 2003 , by and
between XXXXXX UNITED DEVELOPMENT CORP., a corporation duly organized and
existing under the laws of the State of Delaware, hereinafter referred to as
"Company," and XXXX XXXXX, hereinafter referred to as "Consultant".
RECITALS
A Consultant has been performing consulting services on behalf of the
Company since October 2003 pursuant to an oral agreement between Consultant and
Company.
B Company and Consultant now wish to set forth their oral agreement in
a formal written contract, as provided herein.
In consideration of the above recitals, the terms and covenants of this
agreement, and other valuable consideration, the receipt and sufficiency of
which are are hereby acknowledged, the parties agree as follows:
SECTION ONE
SERVICES
Consultant agrees to assist the Company in identifying, and
coordinating and negotiating with, third parties that may form business
affiliations with the Company ("Third-Party Partners") for purposes of
developing and/or marketing the Company's Xxxxx-Safe Technology and/or PGH
Technology (the "Company Technologies"). Company shall have sole discretion to
establish the minimum standards necessary for the performance of the services to
be rendered by Consultant under and pursuant to this agreement.
SECTION TWO
COMPENSATION
In consideration of Consultant's services under this agreement between
October 1, 2003 and November 30, 2004, Company shall issue to Consultant one
million (1,000,000) shares of its Common Stock on or before November 30, 2004.
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Company agrees to issue an additional one million (1,000,000) shares of its
Common Stock within 30 days after the Company has received revenues of at least
two hundred fifty thousand dollars ($250,000) that are derived from or directly
through business relationships established between Company and Third-Party
Partners introduced to Company by Consultant . All of such shares shall be
"restricted" securities under federal and state securities laws and may
therefore not be transferred unless such shares are registered or such transfer
is exempt from the registration requirements of applicable securities laws.
SECTION THREE
CONFIDENTIALITY
Consultant agrees that (a) all knowledge and information that
Consultant may receive from Company or from its employees or other consultants
of Company, or by virtue of the performance of his services under and pursuant
to this agreement, relating to inventions, products, processes, machinery,
apparatus, prices, business affairs, future plans, or technical data that belong
to Company or those with whom Company has contracted regarding such information,
and (b) all information provided by Consultant to Company in reports of work
done, together with any other information acquired by or as direct result of
employment of Consultant by the Company, shall for all time and for all purposes
be regarded by Consultant as strictly confidential and held by Consultant in
confidence, and solely for Company's benefit and use, and shall not be used by
Consultant or directly or indirectly disclosed by Consultant to any person
whatsoever except to Company or with Company's prior written permission.
Notwithstanding anything contained herein, the covenants contained in this
Section Three shall continue until for five (5) years after termination of this
Agreement.
SECTION FOUR
INVENTIONS AND COPYRIGHTABLE WORKS
A. Consultant further agrees that Consultant will promptly communicate
and disclose to Company all computer programs, documentation, software, and
other copyrightable works (hereinafter called "copyrightable works"), and all
discoveries, improvements, and inventions (hereinafter called "inventions")
conceived, reduced to practice, or made by Consultant relating to the Company
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Technologies. All such inventions and copyrightable works that Consultant is
obligated to disclose shall be and remain entirely the property of Company or
its nominees, successors, or assigns. It is agreed that all copyrightable works
and inventions are works made for hire and shall be the exclusive property of
Company. Further, Consultant agrees to assign and hereby assigns to Company any
rights he may have in such works. Such assignment includes any rights in the
inventions and copyrightable works described in this Paragraph A that may have
accrued to Consultant since October 1, 2003.
B. Consultant will assist Company and its nominees, successors, or
assigns, on request, during and following the term of this agreement, at
Company's expense, to obtain and maintain for its own benefit, patents and/or
copyright registrations for any such inventions and or copyrightable works in
any and all countries. Such assistance shall include, but not be limited to,
executing and delivering specific assignments of any such inventions or
copyrightable works and all domestic and foreign patent rights and copyrights
therein, and all other papers and documents that relate to securing and
maintaining such rights, and performing all other lawful acts, as may be deemed
necessary or advisable by Company or its nominees, successors, or assigns.
SECTION FIVE
DURATION AND TERMINATION
This agreement shall be deemed to have been effective as of October 1,
2003 and shall continue until terminated herein. At any time on or after
December 1, 2004 Consultant or Company may terminate this agreement by providing
written notice of such termination to the other party. Such termination shall be
effective forty five days after the date such written notice is given.
Notwithstanding any such termination of this agreement, the Company shall be
obligated to issue to Consultant the additional one million shares (1,000,00) of
its Common Stock referred to in Section Two hereof if the Company shall
receive on/or before September 30, 2007 at least $250,000 dollars from or
directly through any third-Party Partner that is introduced to Company by
Consultant on/or before the termination date of this agreement. In addition, the
obligations of Consultant under Sections Three and Four above shall survive any
expiration or termination of this agreement. On termination of this agreement,
Consultant will return to Company all written information, drawings, models, and
other materials or files supplied to Consultant or created by Consultant at the
expense of Company.
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SECTION SIX
ASSIGNMENT
The rights and obligations of Consultant under this agreement are
personal to Consultant and may not be assigned or transferred to any other
person, firm or corporation without the prior express and written consent of
Company.
SECTION SEVEN
ENTIRE AGREEMENT; MODIFICATIONS
The agreement shall constitute the entire agreement between the parties
and any prior understanding or representation of any kind preceding the date of
this agreement shall not be binding upon either party except to the extent
incorporated in this agreement. Any modification of this agreement or additional
obligation assumed by either party in connection with this agreement shall be
binding only if evidenced in writing signed by each party or an authorized
representative of each party.
SECTION EIGHT
GOVERNING LAW
It is agreed that this agreement shall be governed by, construed, and
enforced in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, each party to this agreement has caused it to be
executed as of the date contained in the first sentence of this Agreement and to
be effective as of the date specified in Section Five hereof.
/s/ XXXX XXXXX
XXXXXX UNITED DEVELOPMENT CORP.
By:
/s/XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx,
President
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