CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made to be effective the 6th day of
March, 2002 (the "Effective Date") by and between Xxxxxx X. Xxxxxxx, independent
contractor (the "Consultant") and GK Intelligent Systems, Inc, a Delaware
corporation (the "Corporation"), whose principle place of business is Houston,
Texas.
1. Engagement of Consultant. The Corporation hereby retains Consultant,
as an independent contractor, to render consulting services, and these
services to be performed are described in detail in the Addendum (the
attached document). Consultant hereby agrees to render consulting
services to the Corporation upon the terms and conditions hereinafter
set forth.
2. Duties of Consultant. Consultant shall perform such consulting
services for the Corporation as shall be delegated by the Corporation.
Consultant shall have control of the methods, timing and manner in
which he performs services for the Corporation. Consultant is not
required to devote its full time and attention to the duties under
this Agreement, nor is Consultant required to maintain or establish
set hours of work consistent with the Corporation's policies on work
hours for its employees. However, Consultant is required to devote the
necessary amount of time and attention to maintain the standards of
performance established by the Corporation for consultants of the same
position, background and experience as Consultant.
3. Consideration. As consideration for the consulting services to be
tendered during the terms of this Agreement, the Corporation agrees to
compensate Consultant by issuing Consultant 1,000,000 (one million)
shares of its common stock for services to be performed as described
in the Addendum, beginning on the Effective Date. In addition, the
Corporation agrees, on a best efforts basis, to exchange free trading
shares (such as S-8 stock or some other suitable mechanism) for
Consultant's common shares at such time as the Corporation is able to
make them available. The Corporation shall reimburse Consultant for
all reasonable and necessary expenses, including, without limitation,
travel meals and entertainment, incurred by Consultant in providing
consulting services in accordance with the terms of this Agreement.
4. Non-Exclusivity. Consultant is under no obligation to work exclusively
for the Corporation, and may accept engagements, work, and assignments
from parties other than the Corporation on a regular basis. The
Corporation understands that Consultant's services are available to
the general public on a regular and consistent basis, and accepts the
Consultant's engagement under this Agreement upon such basis.
5. Confidentiality and Proprietary Information. Consultant acknowledges
that the law provides companies, such as the Corporation, with
protection for their trade secrets and confidential information.
Consultant agrees not to disclose, directly or indirectly, any of the
Corporation's confidential business information or confidential
technical information to anyone without the prior written consent of
the Corporation. Consultant will not use any of the Corporation's
confidential business information or confidential technical
information in any way, either during or after the term of this
Agreement, except as required in the course of the Consultant's
performance pursuant to this Agreement. Consultant agrees to strictly
adhere to any obligations that it may have to companies with which it
has formally been associated insofar as its use or disclosure of their
confidential information is concerned. Information will not be deemed
part of the confidential information that is restricted by this
section if the Consultant can show that: (a) the information was in
its possession or within its knowledge before the Corporation
disclosed it to the Consultant; or (b) the information was or became
generally known to those who could take economic advantage of it,
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through no fault of the Consultant; or (c) Consultant obtained the
information from a party having the right to disclose it to the
Consultant without violation of any obligation to the Corporation; or
(d) Consultant is required to disclose the information pursuant to
legal process (e.g., a subpoena, deposition, discovery, etc.),
provided that Consultant notifies the Corporation immediately upon
receiving or becoming aware of the legal process in question. All
originals and all copies of any drawings, blueprints, manuals,
reports, computer programs or data, notebooks, notes, photographs, and
all other recorded, written, or printed matter relating to research,
manufacturing operations, or business of the Corporation made or
received by the Consultant during the term of this Agreement are and
shall remain the property of the Corporation. Upon termination of this
Agreement, the Consultant will immediately deliver to the Corporation
all property of the Corporation which may still be in the Consultant's
possession. Consultant will not remove or assist in removing such
property from the Consultant's premises under any circumstances,
either during the term of this Agreement or after termination thereof,
except with the prior written consent of the Corporation.
6. Ownership. The Corporation will be the sole owner of any and all of
the Consultant's "Inventions" that are related to the Corporation's
business, as defined in more detail below. For purposes of this
Agreement, "Inventions" means all inventions, discoveries, and
improvements (including, without limitation, any information relating
to manufacturing techniques, processes, formulas, developments or
experimental work, work in progress, or business trade secrets), along
with any and all other work product relating thereto. An Invention is
"related to the Corporation's business" ("Related Invention") if it is
made, conceived, or reduced to practice by the Consultant (in whole or
in part, either alone or jointly with others, whether or not during
regular working hours), whether or not potentially patentable or
copyrightable in the U.S., or elsewhere, and it either: (a) involves
equipment, supplies, facilities, or trade secret information of the
Corporation; (b) involves the time for which the Consultant was
compensated by the Corporation; (c) relates to the business of the
Corporation or to its actual or demonstrably anticipated research and
development; or (d) results, in whole or in part, from work performed
by the Consultant for the Corporation. The Consultant will promptly
disclose to the Corporation, or its nominee(s), without additional
compensation, all the Related Inventions, including without limitation
all "Computer Software" (defined as all computer programs, associated
documentation, and copies thereof) that is so related. The Consultant
will assist the Corporation, at the Corporation's expense, in
protecting any intellectual property rights that may be available
anywhere in the world for such Related Inventions, including signing
U.S. or foreign patent applications, oaths or declarations relating to
such patent applications, and similar documents. To the extent that
any Related Invention is eligible under applicable law to be deemed a
"work made for hire", or otherwise to be owned automatically by the
Corporation, it will be deemed as such, without additional
compensation to the Consultant. In some jurisdictions, the Consultant
may have a right, title or interest ("I.P. Right", defined in more
detail below) in certain Related Inventions that cannot be
automatically owned by the Corporation. In that case, if applicable
law permits the Consultant to assign its I.P. Right(s) in future
Related Inventions at that time, then the Consultant hereby assigns
any and all such Right(s) to the Corporation, without additional
compensation to the Consultant. In the event tha the Consultant is
unable, as a mater of law or for any other reason, to assign any I.P.
Right, then the Consultant agrees to grant a paid-up royalty-free
exclusive (if possible, otherwise non-exclusive) irrevocable license
to the Corporation to use such assignable I.P. Right. The term "I.P.
Right" includes, without limitation, any and all right, title, and
interest arising under patent law, copyright law, trade-secret law,
semiconductor chip protection law, or otherwise, anywhere in the
world, including the right to xxx for present or past infringement. To
the extent that the Consultant retains any so-called "moral rights" or
similar rights in a Related Invention as a matter of law, the
Consultant authorizes the Corporation or its designee to make any
changes it desires to any part of that Related Invention; to combine
any such part with other materials; and to withhold the Consultant's
identity in connection with any business operations relating to that
Related Invention; in any case without additional compensation or
payments to the Consultant.
7. Effective Date. The Effective Date of this Agreement shall be that
date on which shareholders of the Company ratify a ten-to-one reverse
split of the Company's common stock.
8. Governing Law. The validity of this Agreement and any of its terms and
provisions, as well as the rights and duties of the parties hereunder,
shall be governed by, construed, interpreted and enforced in
accordance with the laws of the State of Texas.
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9. Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws
effective during the terms of this Agreement, the legality, validity
and enforceability of the remaining provisions of this Agreement will
not be affected thereby, and in lieu of such an illegal, invalid or
unenforceable provision, there will automatically be added a
provision, as a part of this Agreement, as similar in terms to such
illegal, invalid or unenforceable provision as may be possible and
will be legal, valid, and enforceable.
10. Notice. Any notice, demand, desire or request permitted in connection
with this Agreement shall be in writing and shall be deemed effective
if hand delivered or sent by certified or registered mail, return
receipt requested, postage prepaid, addressed to the parties intended
at the address set forth next to their signature to this Agreement.
11. Counterpart Execution. This Agreement may be executed in any number of
counterparts with the same effect as if all parties hereto have signed
the same document, and all counterparts will constitute one and the
same agreement.
12. Headings. The headings of the sections of this Agreement have been
inserted for convenience and reference only and shall not be construed
or interpreted to restrict or modify any of the terms or provisions
hereof.
IN WITNESS WHEREOF, this Agreement is executed, effective as of the
Effective Date.
CONSULTANT
/S/ Xxxxxx X. Xxxxxxx
By: ________________________________
Xxxxxx X. Xxxxxxx
Independent Consultant
Address:
0000 Xxxxxxx Xxxxxx
Xxxxx Xxxx, Xxxxx 00000
CORPORATION
GK Intelligent Systems, Inc.
A Delaware corporation
/S/ Xxxx X. Xxxxxxx
By: ________________________________
Xxxx X. Xxxxxxx, CEO
Address:
0000 Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
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Addendum
Consultant has assisted in the past on various accounting matters ("Past"
services) and plans to provide GKIS with assistance in the future regarding
the preparation of accounting and financial statement records for an audit
by an independent public accounting firm for the years ended December 31,
1999, 2000 and 2001 ("Future" services).
Consultant estimates the time necessary to complete the Future services
will be approximately 60 days.
