Exhibit 10.30
BUSINESS CONSULTANT AND MANAGEMENT AGREEMENT
AGREEMENT made this 7th day of May, 1999, by and between JORE
CORPORATION, a Montana corporation ("JORE"), and XXXX X. XXXXXXXXX, an
individual ("GIEBMANNS"), with reference to the following facts:
Recitals
JORE desires to engage the services of GIEBMANNS as an independent
contractor and not as an employee to perform consulting services for JORE
regarding the technology to manufacture and design tools which JORE intends
on producing in the future.
Agreement
1. TERM.
(a) Unless sooner terminated pursuant to Section Two (2), the term of
this Agreement shall commence on the date hereof and continue in full force
and effect for a period of five years.
(b) Either party shall have an option to renew this Agreement for a
period of five (5) years by providing written notice to each other at least
three-hundred sixty-five (365) days prior to the expiration hereof.
2. TERMINATION. This Agreement may be terminated as follows:
(a) By the mutual agreement of the parties as evidenced by a signed
instrument executed by both Parties.
(b) By either party if the other party materially and substantially
breaches this Agreement. A material and substantial breach of any agreement
between JORE and International Tool Machines of Florida, Inc. shall
constitute a breach of this Agreement.
3. LIMITED LIABILITY. With regard to the services to be performed
by GIEBMANNS pursuant to the terms of this Agreement, GIEBMANNS shall not be
liable to JORE, or to anyone who may claim any right due to any relationship
with JORE, for any acts or omissions in the performance of services on the
part of GIEBMANNS or on the part of the agents or employees of GIEBMANNS,
except when said acts or omissions of GIEBMANNS are due to their willful
misconduct or culpable negligence. JORE shall hold GIEBMANNS free and
harmless from any obligations, costs, claims, judgments,
attorneys' fees, and attachments arising from or growing out of the services
rendered to JORE pursuant to the terms of this agreement or in any wasy
connected with the rendering of services, except when the same shall arise
due to the willful misconduct of culpable negligence of GIEBMANNS and
GIEBMANNS is adjudged to be guilty of willful misconduct or culpable
negligence by a court of competent jurisdiction.
4. PAYMENT. JORE shall pay to GIEBMANNS, the sum of *** . Such
sum shall be payable as follows: On September *** , one installment of
*** , and installments of *** beginning on the day that is *** from the
date hereof, and continuing for *** successive years.
5. MISCELLANEOUS.
(a) Each of the parties agrees to execute a Non-Disclosure Agreement
in substantially the form of EXHIBIT B hereto.
(b) In the event the Parties are unable to resolve any dispute, any
controversy or dispute shall be settled by binding arbitration in Palm Coast,
Florida, pursuant to the Rules of the American Arbitration Association.
(c) This Agreement shall be governed, controlled, interpreted and
defined by and under the laws of the State of Florida.
(d) Each party agrees that its rights and obligations under this
Agreement may not be transferred or assigned directly or indirectly without
the prior written consent of the other party, which consent shall not be
unreasonably withheld. Subject to the foregoing sentence, this Agreement
shall be binding upon and inure to, the benefit of the parties hereto, their
successors and assigns.
(e) If any provision of this Agreement is held to be invalid by a
court of competent jurisdiction, then the remaining provisions shall remain,
nevertheless, in full force and effect.
(f) No waiver of any term or condition of this Agreement shall be
valid or binding on either party unless agreed in writing by the party to be
charged. The failure of either party to enforce at any time any of the
provisions of this Agreement, or the failure to require at any time
performance by the other party of any of the provisions of this Agreement,
shall in no way be construed to be a present or future waiver of such
provisions.
(g) This Agreement, including the Exhibits attached hereto,
constitutes the entire agreement of the parties with respect to the subject
matter hereof, and supersedes all prior or contemporaneous understandings or
agreements. No amendment or modification hereof shall be valid or binding
upon the parties unless made in writing.
Certain information has been omitted from this Exhibit 10.30 as indicated by
"***" pursuant to a request for confidential treatment and has been filed
separately with the Commission.
(h) The Parties to this Agreement are independent contractors. There is
no relationship of agency, partnership, joint venture, employment or franchise
among the parties and no party shall have any authority to bind any other
party or incur any obligation on the other party's behalf.
/s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
JORE CORPORATION
/s/ Xxxx Xxxx
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BY: Xxxx Xxxx, President
EXHIBIT B
MUTUAL NONDISCLOSURE AGREEMENT
Each undersigned party (the "Receiving Party") understands that the other
party (the "Disclosing Party") has disclosed or may disclose information
relating to the design, development and manufacture of drill bit manufacturing
machines employing rotary transfer mechanisms or relating to the Disclosing
Party's business (including, without limitation, computer programs, technical
drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether
patentable or not), schematics and other technical, business, financial,
customer and product development plans, forecasts, strategies and information),
which to the extent previously, presently, or subsequently disclosed to the
Receiving Party is hereinafter referred to as "Proprietary Information" of the
Disclosing party.
In consideration of the parties' discussions and any access of the
Receiving Party to Proprietary Information of the Disclosing Party, the
Receiving Party hereby agrees as follows:
1. HOLD INFORMATION IN CONFIDENCE. The Receiving Party agrees: (i) to hold
the Disclosing Party's Proprietary Information in confidence and to take
reasonable precautions to protect such Proprietary Information (including,
without limitation, all precautions the Receiving Party employs with respect to
its confidential materials), (ii) not to divulge any such Proprietary
Information or any information derived therefrom to any third person, (iii) not
to make any use whatsoever at any time of such Proprietary Information except to
evaluate internally its relationship with the Disclosing Party, (iv) not to copy
or reverse engineer any of such Proprietary Information, and (v) not to export
or reexport (within the meaning of U.S. or other export control laws or
regulations) any such Proprietary Information or product thereof. Without
granting any right or license, the Disclosing Party agrees that the foregoing
shall not apply with respect to any information after five years following the
disclosure thereof or any information that the Receiving Party can document
(i) is or becomes (through no improper action or inaction by the Receiving Party
or any affiliate, agent, consultant or employee) generally available to the
public, or (ii) was in its possession or known by it prior to receipt from the
Disclosing Party, provided the Receiving Party complies with restrictions
imposed thereon by third parties, or (iii) was rightfully disclosed to it by a
third party without restriction, provided the Receiving Party complies with
restrictions imposed thereon by third parties, or (iv) was independently
developed without Use of any Proprietary Information of the Disclosing Party by
employees of the Receiving Party who have had no access to such information.
The Receiving Party may make disclosures required by law (including, without
limitation, disclosures required under federal and state securities laws) or
court order provided the
Receiving Party uses diligent reasonable efforts to limit disclosure and to
obtain confidential treatment or a protective order.
2. RETURN OF INFORMATION. Immediately upon a request by the Disclosing
Party at any time the Receiving Party will turn over to the Disclosing Party all
Proprietary Information of the Disclosing Party and all documents or media
containing any such Proprietary Information and any and all copies or extracts
thereof. The Receiving Party understands that nothing herein (i) requires the
disclosure of any Proprietary Information of the Disclosing Party or (ii)
requires the Disclosing Party to proceed with any transaction or relationship.
3. EQUITABLE REMEDIES. The Receiving Party acknowledges and agrees that
due to the unique nature of the Disclosing Party's Proprietary Information,
there can be no adequate remedy at law for any breach of its obligations
hereunder, which breach may result in irreparable harm to the Disclosing Party,
and therefore, that upon any such breach or any threat thereof, the Disclosing
Party shall be entitled to appropriate equitable relief in addition to whatever
remedies it might have at law. In the event that any of the provisions of this
Agreement shall be held by a court or other tribunal of competent jurisdiction
to be illegal, invalid or unenforceable, such provisions shall be limited or
eliminated to the minimum extent necessary so that this Agreement shall
otherwise remain in full force and effect. This Agreement shall be governed by
the law of the State of Florida without regard to the conflicts of law
provisions thereof. This Agreement supersedes all prior discussions and
writings regarding the subject matter hereof and constitutes the entire
agreement between, the parties with respect to the subject matter hereof. The
prevailing party in any action to enforce this Agreement shall be entitled to
costs and attorneys' fees. No waiver or modification of this Agreement shall be
binding upon a party unless made in writing and signed by a duly authorized
representative of such party and no failure or delay in enforcing any right will
be deemed a waiver.
Executed as of April ___, 1999.
INTERNATIONAL TOOL MACHINES OF FLORIDA, INC.
/s/ Xxxx Xxxxxxxxx
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By, Xxxx Xxxxxxxxx, President
JORE CORPORATION
/s/ Xxxx Xxxx
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By: Xxxx XXXX, President
