EXHIBIT 10.15
Consulting Agreement Dated December 9, 1996 With Xxxxxxx Xxxxx
CONSULTING AGREEMENT
Agreement made as of the 9th day of December, 1996, by and
between Xxxxxxx Xxxxx, an individual, residing at 00 Xxx xxx Xxxxxx Xxxxx, Xxxxx
00000 Xxxxxx (referred to herein as the "Consultant") and U.S. Bridge
Corporation, a Delaware corporation, with its principal executive offices
located at 00-00 00xx Xxxxx, Xxxxxx, XX 00000 (the "Corporation").
W I T N E S S E T H :
WHEREAS, the Corporation desires to assure itself of the availability of
Consultant's services and technical expertise on a priority basis, and desires
to engage Consultant to render services in the development of business relations
for the Corporation in Asia, the Middle East, Europe and Africa (the
"Territory"); and
WHEREAS, as compensation for the services rendered the Consultant shall be
paid a monthly retainer of $12,000; and
WHEREAS, the Corporation agrees to retain the Consultant and Consultant
agrees to be retained by the Corporation under the terms and conditions set
forth below.
Based upon the foregoing, the parties agree as follows:
1. Appointment. For the term of this Agreement, the Corporation hereby
retains Consultant as an independent consultant and Consultant hereby accept
such retention. The consulting arrangement referred to herein is on a
non-exclusive basis subject to Paragraph 3.
2. Term of Agreement. The term of this Agreement shall commence as of
the date first written above and shall remain in force for a period of one (1)
year therefrom subject to sooner termination at the discretion of the
Corporation. The Corporation may terminate this agreement upon 10 days notice to
the Consultant. This agreement shall be automatically extended for an additional
one year term unless either party should notify the other that the term shall
not be extended.
3. Service. During the term hereof, Consultant shall render services in
providing assistance in the development of business relations and strategic
alliances for the Corporation in the Territory. Consultant's services shall
include:
1. Qualifying the Company in any governmental or private bids.
2. Research of new markets within the above defined Territory.
3. Research of new products to be offered within the above Territory.
4. Research potential mergers or acquisitions within the Company's field of
activities.
5. Participating in the introduction of the Company to financial
institutions.
4. Compensation. As compensation for the services described in
paragraph 3 above, the Corporation shall pay to the Consultant a monthly
retainer fee of $12,000 during the term of this agreement. The Corporation shall
not reimburse the Consultant for any expenses incurred by Consultant in the
performance of his duties hereunder.
5. Relationship. Consultant shall be an independent contractor and not
an employee of the Corporation. This Agreement shall not be construed to create
between the Corporation and Consultant the relationship of principal, employer
and employee, joint venturers, co-partners or any other similar relationship,
the existence of which is hereby expressly denied by the Corporation and the
Consultant. Consultant is not an agent for the Corporation, except as described
herein and the Corporation is not an agent for the Consultant for any purpose
whatsoever; and each such party has no right or authority to assume or create
any obligations, express or implied, on behalf of or in the name of the other
party.
6. Non-disclosure; Disclosure of Potential Conflicts. The Consultant
shall not, at any time during or after the termination of this agreement except
when acting on behalf of and with the authorization of the Corporation, make use
of or disclose to any person, corporation, or other entity, for any purpose
whatsoever, any trade secret or other confidential information concerning the
Corporation's business, finances, proposed and current services and pricing, and
any information relating to the Corporation's business (collectively referred to
as the "Proprietary Information"). For the purposes of this Agreement, trade
secrets and confidential information shall mean information disclosed to the
Consultant or known by him as a consequence of his engagement by the Corporation
as a consultant, whether or not pursuant to this Agreement, and not generally
known in the industry, concerning the Corporation's Intellectual Property (as
hereinafter defined), business, finances, methods, operations, marketing
information, pricing and information relating to proposed expansion of the
Corporation or the Corporation's business plans. The Consultant acknowledges
that such Proprietary Information, as may exist from time to time, is valuable
and unique assets of the Corporation, and that disclosure of any such
information would cause substantial injury to the Corporation. The foregoing is
intended to be confirmatory of the common laws of the states of California, and
Delaware relating to trade secrets and confidential information. "Intellectual
Property" means (a) all inventions (whether patentable or unpatentable and
whether or not reduced to practice), all improvements thereto, and all patents,
patent applications, and patent disclosures, together with all re-issuances,
continuations, continuations- in-part, revisions, extensions, and reexaminations
thereof, (b) all trademarks, service marks, trade dress, logos, trade names, and
corporate names, together with all translations, adaptations, derivations, and
combinations thereof and including all goodwill associated therewith, and all
applications, registrations, and renewals in connection therewith, (c) all
copyrightable works, all copyrights, and all applications, registrations, and
renewals in connection therewith, (d) all mask works and all applications,
registrations, and renewals in connection therewith, (e) all trade secrets and
confidential business information (including ideas, research and development,
know-how, formulas, compositions, manufacturing and production processes and
techniques, technical data, designs, drawings, specifications, customer and
supplier lists, pricing and cost information, and business and marketing plans
and proposals), (f) all computer software (including data and related
documentation), (g) all other proprietary rights, and (h) all copies and
tangible embodiments thereof (in whatever form or medium).
7. Trading of the Corporation's Securities. Consultant represents that
he shall comply with all federal, state and local securities laws and have
prepared and filed with the appropriate agencies all required filings in a
timely and efficient manner. Due to the potential nature of the information the
Consultant may be privy to before such information is disseminated to the
public, the Consultant agrees not to engage in xxxxxxx xxxxxxx of the
Corporation securities and to abide by the rules and regulations of the
Corporation governing the trading of its securities by Consultants, as such
rules and regulations may be changed and enacted by the Corporation.
8. No Waiver. No delay or omission on the part of the Corporation in
exercising any right hereunder shall operate as a waiver of such right or of any
other right of the Corporation, nor shall any delay, omission or waiver on any
one occasion be deemed a bar to or waiver of the same or any other right on any
future occasion.
9. Assignability. This agreement is assignable by the Corporation at
its sole discretion without the prior written consent of the Consultant. Upon
assignment the Corporation shall be released from all obligations under this
Agreement. This Agreement is not assignable by the Consultant without the
express written consent of the Corporation. Notwithstanding the foregoing, this
Agreement shall bind any successor or assign of either party.
10. Entire Agreement. This Agreement sets forth the entire agreement
between the parties with respect to the subject matter hereof, superseding all
prior understandings and agreements whether written or oral.
This Agreement may not be amended, revised or terminated except by a writing
signed by both parties.
11. Default. In the event that either party shall fail to conform to
the terms of this Agreement, the other party shall reimburse the damaged party
for any expenses, including reasonable attorney's fees, which may be incurred by
such party in attempting to collect any obligation, or to enforce obligations
under this Agreement.
12. Governing Law, etc. This Agreement and all rights and obligations
hereunder, including matters of construction, validity and performance, shall be
governed by the laws of the State of New York applicable to contracts made and
performed entirely within the State of New York without regard to conflicts of
laws rules applied in the State of California.
13. Notices. All notices, requests, demands and other communications
provided for by this Agreement shall be in writing and shall be personally
delivered or sent by certified or registered mail postage and fees prepaid or by
overnight courier, to the other party at the address mentioned in the preamble
of this Agreement. Any party may designate a different address for the purpose
of the service of notice hereunder by giving notice thereof in accordance with
the provisions of this Paragraph 13.
14. Captions. Captions herein have been inserted solely for convenience
of reference and in no way define, limit or describe the scope or substance of
any provision of this Agreement.
15. Severability. The provisions of this Agreement are severable, and
invalidity of any provision shall not affect the validity of any other provision
unless the invalidity impairs materially the benefits of the contract to either
party. In the even that any court of competent jurisdiction shall determine that
any provision of this Agreement or the application thereof is unenforceable in
whole or in part because of the duration and scope thereof, the parties hereto
agree that said court in making such determination shall have the power to
reduce the duration and scope of such provision to the extent necessary to make
it enforceable, and that the Agreement in its reduced form shall be valid and
enforceable to the full extent permitted by law.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement and
affixed their hands and seals the day and year first above written.
U.S. Bridge Corporation
By: ____________________
Xxxxxx X. Xxxxxx
Chief Executive Officer
Consultant
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Xxxxxxx Xxxxx
