Exhibit 10.1
CONSULTING AGREEMENT
AGREEMENT, effective as of the 11th day of March, 2002, between
Mobilpro, Inc., a Delaware Corporation (the "Company") and Xxxxx Xxxxx
Xxxxxx, 102 S. Tejon, #1100, Xxxxxxxx Xxxxxxx, XX 00000 ("Consultant").
WHEREAS, THE Company desires the Consultant to provide engineering
consulting services to the Company pursuant hereto and Consultant is agreeable
to providing such services.
NOW THEREFORE, in consideration of the premises and the mutual
promises set forth herein, the parties hereto agree as follows:
1. Consultant shall serve as a consultant to the Company on general
software design and programming matters, to include image programming, high
level HTML programming and Internet web-site developments, and other advanced
software related projects as may be assigned by Xxxxxx Xxxxxxxx, President of
the Company on an as needed basis.
2. The Company shall be entitled to Consultant's services for reasonable
times when and to the extent requested by, and subject to the direction of Xx.
Xxxxxx Xxxxxxxx.
3. Reasonable travel and other expenses necessarily incurred by
Consultant to render such services, and approved in advance by the Company,
shall be reimbursed by the Company promptly upon receipt of proper statements,
including appropriate documentation, with regard to the nature and amount of
those expenses. Those statements shall be furnished to the Company monthly at
the end of each calendar month in the Consulting Period during which any such
expenses are incurred. Company shall pay expenses within fifteen (15) business
days of the receipt of a request with appropriate documentation.
4. In consideration for the services to be performed by Consultant, the
Consultant will receive a total of Three Hundred and Twenty-Five Thousand
(325,000) shares of the common stock of the Company.
5. It is the express intention of the parties that the Consultant is an
independent contractor and not an employee or agent of the Company. Nothing in
this agreement shall be interpreted or construed as creating or establishing
the relationship of employer and employee between the Consultant and the
Company. Both parties acknowledge that the Consultant is not an employee for
state or federal tax purposes. The Consultant shall retain the right to
perform services for others during the term of this agreement.
6. Neither this agreement nor any duties or obligations under this
agreement may be assigned by the Consultant without the prior written consent
of the Company.
7. This agreement may be terminated upon thirty (30) days written notice
by either the Company or the Consultant.
8. Any notices to be given hereunder by either party to the other may be
given either by personal delivery in writing or by mail, registered or
certified, postage prepaid with return receipt requested.
Mailed notices shall be addressed to the parties at the addressed appearing in
the introductory paragraph of this agreement, but each party may change the
address by written notice in accordance with the paragraph. Notices delivered
personally will be deemed communicated as of actual receipt; mailed notices
will be deemed communicated as of two days after mailing.
9. This agreement supersedes any and all agreements, either oral or
written, between the parties hereto with respect to the rendering of services
by the Consultant for the Company and contains all the covenants and
agreements between the parties with respect to the rendering of such services
in any manner whatsoever. Each party to this agreement acknowledges that no
representations, inducements, promises, or agreements, orally or otherwise,
have been made by any party, or anyone acting on behalf of any party, which
are not embodied herein, and that no other agreement, statement, or promise
not contained in this agreement shall be valid or binding. Any modification of
this agreement will be effective only if it is in writing signed by the party
to be charged.
10. This agreement will be governed by and construed in accordance with
the laws of the State of Maryland, without regard to its conflicts of laws
provisions; and the parties agree that the proper venue for the resolution of
any disputes hereunder shall be settled by arbitration in the Washington, DC
metropolitan area, in accordance with the procedures (the "Procedures") of the
American Arbitration Association (the "AAA"), and judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof.
11. For purposes of this Agreement, Intellectual Property will mean (i)
works, ideas, discoveries, or inventions eligible for copyright, trademark,
patent or trade secret protection; and (ii) any applications for trademarks or
patents, issued trademarks or patents, or copyright registrations regarding
such items. Any items of Intellectual Property discovered or developed by the
Consultant (or the Consultant's employees) during the term of this Agreement
will be the property of the Consultant, subject to the irrevocable right and
license of the Company to make, use or sell products and services derived from
or incorporating any such Intellectual Property without payment of royalties.
Such rights and license will be exclusive during the term of this Agreement,
and any extensions or renewals of it. After termination of this Agreement,
such rights and license will be nonexclusive, but will remain royalty-free.
Notwithstanding the preceding, the textual and/or graphic content of materials
created by the Consultant under this Agreement (as opposed to the form or
format of such materials) will be, and hereby are, deemed to be "works made
for hire" and will be the exclusive property of the Company. Each party agrees
to execute such documents as may be necessary to perfect and preserve the
rights of either party with respect to such Intellectual Property.
12. The written, printed, graphic, or electronically recorded materials
furnished by the Company for use by the Consultant are Proprietary Information
and are the property of the Company. Proprietary Information includes, but is
not limited to, product specifications and/or designs, pricing information,
specific customer requirements, customer and potential customer lists, and
information on Company's employees, agent, or divisions. The Consultant shall
maintain
in confidence and shall not, directly or indirectly, disclose or use, either
during or after the term of this agreement, any Proprietary Information,
confidential information, or know-how belonging to the Company, whether or not
is in written form, except to the extent necessary to perform services under
this agreement. On termination of the Consultant's services to the Company, or
at the request of the Company before termination, the Consultant shall deliver
to the Company all material in the Consultant's possession relating to the
Company's business.
13. The obligations regarding Proprietary Information extend to
information belonging to customers and suppliers of the Company about which
the Consultant may have gained knowledge as a result of performing services
hereunder.
14. The Consultant shall not, during the term of this agreement and for a
period of one (1) year immediately after the termination of this agreement, or
any extension of it, either directly or indirectly (a) for purposes
competitive with the products or services currently offered by the Company,
call on, solicit, or take away any of the Company's customers or potential
customers about whom the Consultant became aware as a result of the
Consultant's services to the Company hereunder, either for the Consultant or
for any other person or entity, or (b)solicit or take away or attempt to
solicit or take away any of the Company's employees or consultants either for
the Consultant or for any other person or entity.
15. The Company will indemnify and hold harmless Consultant from any
claims or damages related to statements prepared by or made by Consultant that
are either approved in advance by the Company or entirely based on information
provided by the Company.
Consultant:
/s/ XXXXX XXXXX XXXXXX
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Xxxxx Xxxxx Xxxxxx
Company:
Mobilepro, Inc.
/s/ XXXXXX XXXXXXXX
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Xxxxxx Xxxxxxxx
President & CEO
