Exhibit 10.12
AGREEMENT
THIS AGREEMENT is made and entered into as of the 17th day of February,
2000 by and between Ambient Corporation, a Delaware corporation (hereinafter
"Ambient" or the "Company ") and Xxxxxxx Xxxxxxx ( hereinafter the
"Consultant").
W I T N E S S E T H
WHEREAS, the Company is in the business developing and marketing various
software products and components;
WHEREAS, Consultant wishes to provide during the course of the following
10 months marketing and business advisory services and advice to the Company
(hereinafter the "Services");
WHEREAS, the Company desires remunerate the Consultant in full for all
Services rendered to date;
NOW, THEREFORE, in consideration of the mutual promises, covenants and
undertakings of the parties, it is hereby agreed:
1. Compensation For services rendered hereunder, and in full and final payment
thereof, the Company hereby issues to Consultant 25,000, shares of the Company's
Common Stock, par value $0.001, (the "Securities"). This contract shall
terminate 10 months from its date.
2. Representations of Consultant Respecting the Securities.
2.1 General Restriction on Transfer. Except for transfers otherwise
permitted by this Agreement or applicable law, Consultant agrees that it
will not transfer any of the Securities.
2.2 Not for Resale. Consultant represents that it is acquiring the
Securities for investment for its own account and not with a view to, or
for resale in connection with, the distribution or other disposition
thereof. Consultant agrees that it will not, directly or indirectly,
offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of
(each a "Transfer") any of the Securities unless such Transfer complies
with the provisions of this Agreement and (i) the Transfer is pursuant to
an effective registration statement under the Securities Act of 1933, as
amended, and the rules and regulations in effect thereunder (the
"Securities Act"), or (ii) counsel for Consultant shall have furnished the
Company with an opinion, reasonably acceptable to the Company, that no
such registration is required because of the availability of an exemption
under the Securities Act.
2.3 Certain Permitted Transfers. Notwithstanding the general prohibition
on Transfers contained herein, the Company acknowledges and agrees that
any Transfer in a private transaction which does not include a public
distribution is permitted and need not require an opinion of counsel,
provided, that prior to such Transfer, the transferee shall deliver to the
Company a valid written undertaking to be bound by the terms of this
Agreement.
3. Proprietary Information;
3.1 The term "Information" means any and all confidential and proprietary
information including but not limited to any and all specifications, formulae,
prototypes, software design plans, computer programs, and any and all records,
data, methods, techniques, processes and projections, plans, marketing
information, materials, financial statements, memoranda, analyses, notes, and
other data and information (in whatever form), as well as improvements and
know-how related thereto, relating to the Company or its products. Information
shall not include information that (a) was already known to or independently
developed by the Consultant prior to its disclosure as demonstrated by
reasonable and tangible evidence satisfactory to the Company; (b) shall have
appeared in any printed publication or patent or shall have become part of the
public knowledge except as a result of breach of this Agreement by the
Consultant or similar agreements by other Company consultants or employees (c)
shall have been received by the Consultant from another person or entity having
no obligation to the Company or (d) is approved in writing by the Company for
release by the Consultant.
3.2 The Consultant agrees to hold in trust and confidence all Information
disclosed to it and further confirms that it will not exploit or disclose the
Information to any other person or entity or use the Information directly or
indirectly for any purpose other than for its work with the Company.
3.3 The Consultant acknowledges and agrees that the Information furnished
by the Company to it is and shall remain proprietary to the Company. Unless
otherwise required by statute or government rule or regulation, all copies of
the Information, shall be returned to the Company immediately upon request
without retaining copies thereof.
4. General Provisions
4.1 This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof, and shall not be amended, modified or
varied by any oral agreement or representation or otherwise other than by a
written instrument executed by both parties or their duly authorized
representatives.
4.2 The terms and conditions of this Agreement supersede those of all
previous agreements and arrangements, either written or oral between the Company
and Consultant relating to the subject thereof
4.3 Consultant acknowledges and agrees that he is an independent
contractor, is not the agent of the Company and has no authority in such
capacity to bind or commit the Company by or to any contract or otherwise.
Consultant is not, expressly or by implication, an employee of the Company
for any purpose whatsoever.
4.4 This Agreement shall be interpreted, construed and governed in
accordance with the law of the State of New York.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
Ambient Corporation.
S/ Xxxxx Xxxxxxxx S/Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
