EXHIBIT 10.3
CONSULTING AGREEMENT
This consulting agreement is made and entered into effective the 10th day of
September 2003, by and between Xxxxxxxx Xxxxxxx ("Consultant") and ITS Networks
Inc. (the "Corporation").
I. EMPLOYMENT
The Corporation has engaged the services of Consultant based on his previous
success with companies in the Telecom Prepaid Services sector helping them to
restructure and best position themselves in the market to produce healthy
results. The consultant's main functions will be to advise on business
strategy, market positioning, competitors and competitive products, financial
analysis of existing performance and provide recommendations on the optimization
of human, fixed and financial resources. The Consultant is not hired to do any
promotional activities concerning the stock of the company, such as public
relations, and will not be involved, directly or indirectly, in any capital
raising activities.
II. TERM
The term of this agreement shall be of one year, but may be terminated at any
time by either party on 15 days' written notice.
III. INDEPENDENT CONTRACTOR
With respect to the services performed by Consultant under this arrangement,
Consultant shall be an independent contractor of the Corporation and shall not
be deemed an employee.
IV. WORK FOR HIRE
It is the intention of the parties that all rights, including, without
limitation, copyright in any reports, surveys, marketing, promotional, and
collateral materials prepared by Consultant in connection with his or her
services performed for the Corporation (the "Work") shall vest in the
Corporation. The parties expressly acknowledge that the Work was specially
ordered or commissioned by the Corporation, and further agree that it shall be
considered a "work made for hire" within the meaning of the copyright laws of
the United States, and that the Corporation is entitled as author to the
copyright and all of the rights to the Work, throughout the world, including,
but not limited to, the right to make such changes in the Work and such uses of
the Work, as the Corporation may determine in its sole and absolute discretion.
V. CONFIDENTIAL INFORMATION
For the purposes of this agreement, "Confidential Information" shall mean the
information described below, which was disclosed by the Corporation to
Consultant in any manner, whether orally, visually, or in tangible form,
including, but not limited to, documents, devices, computer readable media,
trade secrets, formulae, patterns, inventions, processes, customer lists, sales
records, pricing lists, margins, and other compilations of confidential
information, and all copies of such confidential information. Tangible materials
that disclose or embody Confidential Information shall be marked or identified
by the Corporation as "confidential." Confidential Information that is
disclosed orally or visually shall be identified by the Corporation as
confidential at the time of disclosure.
Consultant shall maintain in confidence and not use or disclose the Confidential
Information, using a fiduciary degree of care to protect the Confidential
Information. For the purposes of this agreement, Confidential Information shall
not include any information which Consultant can prove (i) was in Consultant's
possession, or known to Consultant without confidentiality restriction, prior to
disclosure by the Corporation, (ii) was generally known in the trade or business
in which the Corporation is engaged at the time of disclosure to Consultant, or
becomes generally known in the trade or business after such disclosure, through
no act of Consultant, (iii) has come into the possession of Consultant without
confidentiality restrictions from a third-party, and such third-party is under
no obligation to the Corporation to maintain the confidentiality of such
information, or (iv) was developed by or for Consultant independently without
reference to the Confidential Information.
If a particular portion or aspect of the Confidential Information shall become
subject to any of the above-mentioned exceptions, the parties expressly agree
that all other portions or aspects of the Confidential Information shall remain
subject to all of the provisions of this agreement.
In the event that Consultant is ordered to disclose the Corporation's
Confidential Information pursuant to a judicial or governmental request,
requirement, or order, Consultant shall promptly notify the Corporation in
writing and shall take reasonable steps to assist the Corporation in contesting
such request, requirement, or order, or in otherwise protecting the
Corporation's rights prior to such disclosure.
Except as may be expressly specified within this agreement, the Corporation
grants no license to Consultant under any copyright, patent, trademarks, trade
secret, or other proprietary right, to use, utilize, or reproduce the
Confidential Information.
VI. COMPENSATION
As compensation for services rendered under the terms of this agreement,
Consultant shall be entitled to receive from the Corporation 600,000 shares of
the Corporation's common stock. The parties agree that the valuation shall be
$0.25 per share of common stock, which is the lowest closing price of the
Corporation's common stock as reported on the NASD Over-the-Counter Bulletin
Board for the last week ending on September 5, 2003. The parties agree that
this valuation is reasonably equal to the value of the services rendered by
Consultant to the Corporation herein.
VII. SECURITIES LAW
Consultant hereby expressly acknowledges that the Confidential Information is
likely to include material nonpublic information pursuant to the securities laws
of the United States. Being advised that the Corporation is specifically
relying upon Rule 100(b)(2)(ii) of Regulation FD, in providing the Confidential
Information to Consultant, Consultant expressly agrees that he will not use the
Confidential Information in violation of United States securities laws, and
specifically agrees to keep the Confidential Information in confidence.
VIII. GENERAL
This agreement shall be construed under and in accordance with the laws of the
State of New York.
The parties covenant and agree that they will execute such other and further
instruments and documents as are or may become necessary or convenient to
effectuate and carry out the obligations of the parties in accordance with this
agreement.
This agreement shall be binding upon and inure to the benefit of the parties and
their respective heirs, executors, administrators, legal representatives,
successors, and assigns where permitted by this agreement.
This agreement supersedes any prior understandings or oral agreements between
the parties respecting the subject matter contained in this agreement.
All agreements, warranties, representations, and indemnifications contained in
this agreement above shall survive the termination of this consulting agreement.
This consulting agreement shall be deemed a personal services contract with
regard to the Consultant, and Consultant may not assign any or all of his or her
interest in this agreement without the written consent of the Corporation.
CONSULTANT:
/s/ Xxxxxxxx Xxxxxxx
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Xxxxxxxx Xxxxxxx
CORPORATION:
ITS Networks, INC.
by:/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx, President
Description of Subsidiaries
ITS Networks Inc. has a subsidiary, Teleconnect Comunicaciones, S.A., a
company organized under the laws of Spain; and has a subsidiary, ITS Europe
S.L., a company organized under the laws of Spain.
