CONSULTING
AGREEMENT
THIS AGREEMENT IS HEREBY MADE as of the 14th day of August, 2007, by and between
Patron Systems, Inc. a Delaware corporation with its principal place of business
at 0000 Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, XX 00000 ("Company"), and Xxxxxx
X. Xxxxxxx, individually, with his principal place of business at 0000 X. Xxxx
Xxxxxx, #X, Xxxxxxx, XX 00000 ("CONSULTANT").
WHEREAS, Company desires CONSULTANT to perform certain duties identified in
Exhibit A.
NOW, THEREFORE, the parties agree to the following terms, conditions, and
provisions:
1. STATUS of CONSULTANT. CONSULTANT shall be and act as an independent
contractor (and not as the agent, employee or representative of Company) in
performance of Consultant's services hereunder. CONSULTANT shall be solely
responsible for the quality of the services provided by CONSULTANT
hereunder.
2. TERMS OF PAYMENT. Company shall pay CONSULTANT in accordance with Exhibit B
hereto for time actually worked.
3. REIMBURSEMENT OF EXPENSES. CONSULTANT will be engaged on a time and expense
basis. Reimbursable expenses include coach air travel, meals, hotels, and
other reasonable expenses at actual cost.
4. FEDERAL, STATE AND LOCAL PAYROLL TAXES. Neither federal, nor state, nor
local income tax nor payroll tax of any kind shall be withheld or paid by
Company on behalf of CONSULTANT. CONSULTANT shall not be treated as an
employee of Company with respect to the services performed hereunder for
federal or state tax purposes.
5. INDEMNIFCATION. Company will indemnify, defend, and hold harmless
CONSULTANT for all claims, liabilities, costs, penalties, and expenses
(including, but not limited to, attorney's fees) arising in connection with
the performance of the services set forth in Exhibit A.
6. TERM OF AGREEMENT. Unless terminated earlier as provided herein, this
Agreement shall terminate one year from the date first set forth above.
Renewals or extensions, in a writing signed by both parties, may be
appended to this Agreement.
7. TERMINATION WITHOUT CAUSE. Without cause, any party may terminate this
Agreement after giving 2 days prior written notice to the other of intent
to terminate without cause. The parties shall deal with each other in good
faith during the 2 day period after any notice of intent to terminate
without cause has been given.
8. TERMINATION WITH CAUSE. With reasonable cause, either party may terminate
this Agreement effective immediately upon the giving of written notice of
termination for cause for any material violation of this Agreement.
16. NON-WAIVER. The failure of either party to exercise any of its rights under
this Agreement for a breach thereof shall not be deemed to be a waiver of
such rights or a waiver of any subsequent breach.
17. NO AUTHORITY TO BIND COMPANY. CONSULTANT has no authority to enter into
contracts or agreements on behalf of Company. This Agreement does not
create a partnership between the parties.
18. HOW NOTICE SHALL BE GIVEN. All notices, consents and approvals given under
this Agreement shall be in writing and shall be delivered in person, by
first class or express mail, telegram or other telegraphic means or
facsimile addressed as follows:
If to Company:
Patron Systems, Inc
0000 Xxxxxxxx Xxxxxxx, xxxxx 000
Xxxxxxx, XX 00000
Attention:
Mr. Xxxxxx Xxxxx, Chairman of the Board
If to CONSULTANT:
Xxxxxx X. Xxxxxxx
0000 X. Xxxx Xxxxxx, #X
Xxxxxxx, XX 00000
Either party may change its address or addressee for the purposes of
this paragraph by notice. Notices given in accordance with this paragraph
shall be deemed given when received.
19. ASSIGNABILITY. This Agreement may not be assigned, in whole or in part, by
CONSULTANT without prior written approval by Company.
20. CHOICES OF LAW. Any dispute under this Agreement or related to this
Agreement shall be decided in accordance with the laws of the State of
Illinois.
21. ENTIRE AGREEMENT. This is the entire agreement of the parties.
22. SEVERABILITY. If any part of this Agreement shall be held unenforceable,
the rest of this Agreement will nevertheless remain in full force and
effect.
23. AMENDMENTS. This Agreement may be supplemented, amended or revised only in
writing by agreement of the parties.
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IN WITNESS WHEREOF, each of the undersigned has executed this
Agreement, as of the date first above written.
PATRON SYSTEMS, INC.
By: /s/ Xxxxxx Xxxxx
-------------------------------------
Title: Chairman and Acting CEO
----------------------------------
XXXXXX X. XXXXXXX, CONSULTANT
/s/ Xxxxxx X. Xxxxxxx
----------------------------------------
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EXHIBIT A
DUTIES OF CONSULTANT
Consultant shall, upon the request of Company, perform the following tasks to
the satisfaction of Company:
Assist the Company in the sale of the Company or substantially all of the assets
of the Company and other duties or assignments as assigned by the Company, the
executive management of the Company or the Board of Directors of the Company.
Such assistance shall include but not be limited to a) providing materials and
answers to due diligence questions, b) meeting with potential acquirers, c)
meeting with the Company's investment bankers, d) assisting in the sale of the
Company or substantially all of its assets and e) providing information as
requested by the executive management and Board of Directors of the Company.
Assist as requested by the executive management and/or Board of Directors of the
Company in the preparation and filing of a Chapter 7 bankruptcy filing for the
Company.
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EXHIBIT B
COMPENSATION
Company shall pay to Consultant, as compensation for the services to
be rendered, the sum of $96.00 per hour for hours actually worked plus expenses.
Consultant shall be reimbursed by Company for Consultant's travel
expenses incurred for travel outside of the Chicago, IL metropolitan area.
Consultant shall report to Mr. Xxxxxx Xxxxx, Chairman of the Board.
Consultant shall not be paid for travel time.
Company shall pay Consultant all undisputed invoices presented by
Consultant under this Agreement within five (5) days of the receipt of such
invoices.
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