Exhibit 10.04
AGREEMENT FOR
INDEPENDENT CONTRACTOR SERVICES
DATE: July 7, 2004
I. PARTIES
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Schimatic Cash Transactions Xxxxxxx.xxx, Inc. dba Smart Chip Technologies,
hereinafter "Company." and
Xxxxxxx X. XxXxxx, hereinafter called "Contractor,"
hereby enter into this Agreement for Independent Contractor Services,
hereinafter "Agreement," effective July 1, 2004.
II. ENGAGEMENT OF CONTRACTOR
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Company hereby engages Contractor, and Contractor accepts engagement, to provide
to Company the following services:
Treasurer and Director. Xx. Xxxxxxx X. XxXxxx will serve as Director and
Treasurer of the SCTN Board of Directors and will perform all the services of a
Director and Treasurer in accordance with the By-Laws of the Company and as
directed by the Board, including, but not limited to, fund raising and executive
financial management of SCTN. He will assist in establishing and enforcing
financial controls, installing business planning, and building business
operations. Contractor will also assist other officers or directors of the
company concerning "special projects" as designated to him from time to time by
the Board of Directors.
III. TERM OF ENGAGEMENT
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This Agreement shall be for three (3) years term commencing on July 7, 2004 and
ending July 6, 2007, unless terminated sooner by the Board of Directors.
IV. WORKPLACE AND HOURS
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Contractor shall render services primarily at his home office and at the
Company's Corporate Office. However, upon request, Contractor shall provide the
services at such other place or places as reasonably requested by Company as
appropriate for the performance of particular services.
Contractor's schedule and hours worked under this Agreement shall generally be
Xxxxxxx XxXxxx Contractor Agreement (Cont.) Page 2
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subject to Contractor's discretion. Company relies upon Contractor's discretion
to determine a sufficient time as is reasonably necessary to fulfill this
Agreement.
V. COMPENSATION
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Company shall pay Contractor two thousand five hundred dollars ($2,500) per
month, paid as the Company's cash flow permits. If there is not enough to pay
salaries, the Board of Directors will determine how salaries are paid.
Company shall bear all of Contractor's pre-approved expenses incurred in the
performance of this Agreement.
VI. CONFIDENTIALITY
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"Confidential Information" for the purposes of this Agreement shall include
Company's proprietary and confidential information including, without
limitations, business plans, customer lists, marketing plans, financial
information, designs, drawing, specifications, models, software, source codes
and object codes. At termination of this Agreement, Contractor shall turn over
to Company all originals and copies of tangible material containing or
reflecting Company's Confidential Information. During the term of this
Agreement, and thereafter for 24 months, Contractor shall not, without the prior
written consent of Company, disclose to anyone any Confidential Information. The
parties agree that remedies available at law are inadequate to compensate for
breach of this paragraph, and that either party may apply to a Court of
competent jurisdiction for equitable relief upon proper showing.
VII. CONTRACTOR STATUS
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It is expressly understood and agreed that Contractor is and throughout the term
of this Agreement shall be an independent contractor and not an employee,
partner, or agent of Company. Contractor shall not be entitled to nor receive
any benefit normally provided to Company's employees. Contractor agrees that
Company shall have ownership, title, and Company reserves all rights, including
copyrights, of all works created by Contractor under this Agreement, including
but not limited to source code. Contractor hereby prospectively assigns all such
works to Company, for the consideration provided in Paragraph V. Company shall
not be responsible for withholding income or other taxes from the payments made
to Contractor. Contractor shall be solely responsible for filing all returns and
paying any income, social security, or other tax levied upon or determined with
respect to the payments made to Contractor pursuant to this Agreement.
Contractor is solely responsible for the means, manner, and method of
Contractor's work, subject only to the general objectives and requirements, and
specific direction, of SCTN's Board.
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VIII. CONTRACTOR'S TOOLS
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Unless otherwise agreed by Company in advance, Contractor shall be solely
responsible for procuring, paying for, and maintaining any and all equipment,
software, paper, tools or other supplies necessary or appropriate for the
performance of Contractor's services hereunder.
X. CONTROLLING LAW
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The validity and construction of this agreement shall be governed by the laws of
the State of Utah without reference to the choice of law principles thereof and
the parties hereto consent to and agree that the courts of the State of Utah,
County of Salt Lake, shall be the jurisdiction and forum for the resolution of
all disputes related to this agreement or arising there from.
XI. ENTIRE AGREEMENT
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This Agreement constitutes the final understanding and agreement between the
parties. This Agreement cannot be amended or changed except by a writing signed
by both of the parties.
XII. NOTICES
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Any notice required to be given or otherwise given pursuant to this Agreement
shall be in writing and shall be hand delivered, mailed by certified mail,
return receipt requested:
If to Contractor: if to Company:
Xxxxxxx X. XxXxxx Smart Chip Technologies
0000 Xxxxxxxx Xxxxx 0000 Xxxxx Xxxxx Xx, #000
Xxx Xxxxx, XX. 00000 Xxxxxxx, Xxxx 00000.
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the
date first above written.
Xxxxxxx X. XxXxxx, Contractor /s/ Xxxxxxx X. XxXxxx
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Xxxxx Xxxxx, Chairman Smart Chip Technologies /s/ Xxxxx Xxxxx
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