EXHIBIT 10.18
SIS CORP
The Global Connection
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SUBCONTRACTING AGREEMENT
This Agreement is made as of the 1st day of September, 1996, by and between
SISCORP, Inc., (hereafter "Professional") a corporation duly incorporated under
the laws of Delaware with primary business located at 00 Xxxxxx Xxxxxx, Xxxxx,
Xxx Xxxxxxxxx 00000 with a satellite office at 0000 Xxxxxxxxxxxx Xxxxxx, X.X.,
Xxxxx 000, Xxxxxxxxxx, X.X. 00000 and Skysat Communications Network Corporation
(hereafter "Corporation"), a corporation duly incorporated under the laws of
Delaware, with principal offices at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000.
RECITALS
WHEREAS, the Corporation is engaged in both the development of "communication"
opportunities using a high altitude UAV airship and "cargo carrying"
opportunities using a low altitude UAV airship and is interested in U.S.
government participation in the funding of these developmental efforts.
WHEREAS, the Professional has extensive Legislative experience and special
skills and capabilities related to government participation in the funding of
commercial development efforts; and
WHEREAS, the Corporation wishes to retain the services of the Professional and
the Professional desires to be retained by the Corporation; NOW, THEREFORE, the
Professional and the Corporation agree as follows:
1. Appointment and Duties of Professional
a. The Professional is appointed by the Corporation to perform on
behalf of (or for) the Corporation the following activities: The
Professional will support the Corporation's business development
activities both domestic and internationally. The Professional
will support the Corporation and its clients in interfacing with
Congressional members and staff.
In performing these functions for the Corporation, the
Professional will report directly to the Skysat Chairman/CEO or
his designated representative.
0000 Xxxxxxxxxxxx Xxx, XX. Xxx 000; Xxxxxxxxxx XX 00X00-0000
(000) 000-0000 FAX (000) 000-0000
16 Weston Street, Derry NH 00000 (000) 000-0000 FAX 000-000-0000
3120 N A1A, P2-5, X. Xxxxxxxxxx IS., FL 00000 (000) 000-0000 FAX 000-000-0000
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b. The Professional is expected to perform in accordance with high
Professional and ethical standards and shall devote the time
reasonably necessary to fulfill the terms of this Agreement. The
Professional's conduct shall be in accordance with the applicable
laws, regulations, and policies of the United States. The
Professional shall seek to enhance the good reputation and best
interest of the Corporation and shall refrain from any conduct
tending to affect adversely the Corporation, its business, or its
reputation.
c. The Professional's appointment is based on representations made
by the Professional to the Corporation about the Professional's
experiential qualifications and the Corporation's knowledge of
Professional's success in dealing with the Congressional Branch
of Government. The Professional does not authorize the
Corporation to include the Professional's resume and other
information submitted to the Corporation by the Professional in
the Corporation submissions to clients or prospective clients.
d. In performing services for the Corporation, the Professional
shall be an independent contractor, not an employee or agent of
the Corporation. The professional shall have no authority to bind
the Corporation to any commitment, agreement, or promise without
the prior written authorization of an officer of the Corporation.
The Professional shall not be the beneficiary of any Corporation
employee benefits except as expressly stated in the Agreement.
2. Compensation of the professional
a. The Professional shall receive compensation at the rate of
$10,000 (ten thousand dollars) per month starting 1 September
1996.
b. The Professional shall be reimbursed for approved travel expenses
incurred on business outside the Washington D.C. area.
c. The Professional shall be responsible for taxes due on the
compensation paid by the Corporation and for any insurance,
workmen's compensation, and other charges applicable to
self-employment.
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d. All monthly compensation shall be paid to the Professional by
check payable to SISCORP and mailed to 00 Xxxxxx Xxxxxx, Xxxxx,
XX 00000 within first ten days of the month.
e. The professional shall receive 25,000 warrants to buy common
stock at an exercise price of $1.00 per share for a period of
five years.
3. Term and Termination
a. This Agreement shall be in effect from the effective date first
stated above until 30 September 1997. Either party may terminate
the Agreement earlier upon thirty (30) days written notice.
4. Confidentiality
a. The Professional shall use any information disclosed to the
Professional under this Agreement only to perform services
hereunder. The Professional shall respect and take reasonable
precautions to safeguard, consistent with the Corporation
policies, the patents, trade secrets, copyrights, trademarks,
other proprietary materials, classified documents, and other
confidential information of the Corporation and its clients.
b. During and following their term of this Agreement, the
Professional shall not disclose to others or convert to the
Professional's own use, any confidential information of the
Corporation or the Corporation's clients except insofar as such
information (i) is already known to the Professional; (ii) is or
becomes publicly known through no act of the Professional; (iii)
is rightfully received from a third party without restriction or
breach of confidentiality; (iv) is approved for public release by
written authorization of the Corporation or its clients; or (v)
is disclosed pursuant to the requirement of a court, other
governmental agency or legal proceeding.
c. All business and technical information and analysis developed in
connection with the Professional's services shall be the
exclusive property of the Corporation or its clients. All
information furnished to the Professional in connection with
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this Agreement (including any copies, notations, or computations
based on such information) shall be returned to the Corporation
at the termination of the Agreement.
d. The professional shall not acknowledge the existence of this
Agreement without prior approval of Chairman/CEO of Corporation
except as required for tax purposes. Violation of this
confidentiality will result in immediate termination of
agreement.
e. During this period of the Professional's retention pursuant to this
Agreement and for six (6) months following the date of termination of the
Professional's retention, the Professional or any of his employees shall not
directly or indirectly engage in the business of, or own or control any interest
in (except as a passive investor owning less than 5% of the equity securities or
a publicly owned company), or act as director of, officer of, employee of, or
Professional to, or participate in or render any service to or be in any other
way connected with, any individual, partnership, joint venture, corporation or
other business entity directly or indirectly engaged in, participating in, or
competing with, the business carried out by the Company anywhere in the world.
In addition, during the periods described above, the Professional shall not
solicit customers of the Company for such competing business or entice employees
from the Company or from any of the Company's subsidiaries.
f. If the period of time or geographical areas specified in paragraph 4 are
determined to be unreasonable in any judicial proceeding, the period of time or
areas of restriction shall be reduced so that this Agreement may be enforced in
such areas and during such period of time as shall be determined to be
reasonable.
g. The Professional acknowledges and agrees that in view of the unique
quality of the services provided to the Company by the Professional and the fact
that the Company's business heavily depends upon its proprietary information,
the remedies of the Company at law for breach by the Professional of any of the
restrictions contained in paragraph 4 will be inadequate and that the Company,
without in any way limiting any of its other rights at law or in equity, shall
be entitled to enforce such restrictions by temporary or permanent injunctive or
mandatory relief obtained in an action or proceeding instituted in any court of
competent jurisdiction without the necessity of proving irreparable damages.
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5. Non-Assignment
This Agreement and all rights hereunder are personal to the Professional and
shall not be assignable; provided, however, all of the Professional's rights
under this Agreement shall inure to the benefit of the Professional's successors
or designees or other legal representatives. Any person, firm or corporation
succeeding to the business of the company by merger, purchase, consolidation or
otherwise shall assume by contract or operation of law the obligations of the
Company hereunder; provided, however, the Company shall, notwithstanding such
assumption or assignment, remain liable and responsible for the fulfillment of
its obligations under this Agreement.
6. Invalidity
The invalidity or unenforceability of any provision of this Agreement shall in
no way affect the validity or enforceability of any other provisions.
7. Entire Agreement
This Agreement constitutes the entire agreement among the parties respecting the
subject matter hereof and supersedes any prior agreements respecting the subject
matter hereof. No amendment to this Agreement shall be deemed valid unless in
writing and signed by the parties, and no discharge of the terms of this
Agreement shall be deemed valid unless by full performance by the parties or by
a writing signed by the parties. No waiver by a party of any provisions or
conditions of this Agreement shall be deemed a waiver of similar or dissimilar
provisions and conditions at the same time or any prior or subsequent time.
8. Notice
Any notice, statement, report, request or demand required or permitted to be
given by this Agreement shall be effective only if in writing, delivered
personally against receipt therefor or mailed by certified or registered mail,
return receipt requested, or the parties at the addresses set forth at the
beginning of this Agreement, or at such other places that either party by
designate by notice to the other. Such notice shall be deemed effectively given
five (5) days after the same has been deposited as certified or registered mail,
return receipt requested, in a post box under the exclusive control of the
United States postal Service.
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9. Indemnification
The Professional shall indemnify the Corporation against any claims, losses,
liabilities, damages and costs (including attorney fees) arising from the
Professional's breach of any representations, warranties, or covenants under
this Agreement, including but not limited to unauthorized actions taken by the
Professional in the Corporation's name and improper disclosures or uses of
confidential information.
10. Governing Law
This Agreement has been made in and shall be interpreted according to the laws
of the State of New York without any reference to the conflicts of laws rules
thereof. The parties hereto submit to the jurisdiction of the courts of the
State of New York for the purpose of any actions or proceedings which may be
required to enforce the provisions of this Agreement.
SKYSAT COMMUNICATION SISCORP., Inc.
NETWORK CORPORATION
/s/ Xxxxxx X. Xxxx /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxx Xxxxxxx X. Xxxxxxx
Chairman/CEO President
