Exhibit 10.03
AGREEMENT
THIS AGREEMENT effective _________(Date) between STRANDTEK INTERNATIONAL,
INC., hereinafter STRANDTEK, a corporation duly created, organized and existing
under and by virtue of the laws of the State of Florida and having its principal
office at 000 Xxxxx Xxxxxx Xxxxx Xxxx, Xxxxxxxx Xxxxxx, Xxxxxxx 00000 and
____________, a _________(State) corporation, having its principal office at
_____________________________________________________, hereinafter CONSULTANT.
WITNESSETH:
WHEREAS, STRANDTEK is engaged in the business of manufacturing melt blown
thermoplastic fibers for use in a variety of products and has invested
substantially in the development of systems and techniques, and other
confidential property, information, and trade secrets, and inventions,
discoveries, improvements or developments herein designated TECHNOLOGY; and
WHEREAS, CONSULTANT in the course of CONSULTANT's relationship with
STRANDTEK will have access to inventions, and to such techniques, programs,
services, systems, and other confidential property, information, and trade
secrets of STRANDTEK;
WHEREAS, CONSULTANT acknowledges that it is essential to the conduct of
STRANDTEK's business and to the protection of the investment that such
information be kept confidential and treated as secret;
WHEREAS, STRANDTEK desires to protect and preserve STRANDTEK's trade
secrets and confidential business information; and
WHEREAS, CONSULTANT desires to establish and maintain CONSULTANT's
relationship with STRANDTEK.
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
STRANDTEK and CONSULTANT hereby agree:
1. Consulting.
STRANDTEK hereby retains CONSULTANT and CONSULTANT hereby accepts
CONSULTANT's relationship with, upon the terms and conditions set forth in
this Agreement.
2. Term.
This Agreement shall be in force from the effective date hereof and shall
continue thereafter until submission of the final report referred to in
Exhibit B hereto.
Notwithstanding, either party shall have the right to terminate this
Agreement due to any breach or default by the other party of any of the
provisions of this Agreement upon giving the other party ten (10)
days written notice of such termination unless such other party shall cure
the complained of breach or default. However, breach of the restrictive
covenant and/or trade secrets/confidential business information provisions
can not be cured.
3. Compensation.
During the term of this Agreement, STRANDTEK shall compensate CONSULTANT as
specified in Exhibit A to this Agreement for any and all services of every
nature rendered and to be rendered by CONSULTANT in connection with this
Agreement.
4. Duties.
CONSULTANT shall have such duties as specified in this Agreement, in
Exhibit B to this Agreement, and other duties as may from time to time be
assigned by the Board of Directors or by the management of STRANDTEK.
5. Extent of Service.
CONSULTANT shall devote CONSULTANT's such time, energy, and attention as is
necessary to effectively fulfill CONSULTANT's duties in connection with
STRANDTEK.
6. Trade Secrets / Confidential Business Information.
CONSULTANT shall not, whether while a CONSULTANT of STRANDTEK or otherwise,
disclose or use, for the benefit of CONSULTANT or any other person,
partnership, firm, corporation, association, or other legal entity, any of
the trade secrets or confidential business information of STRANDTEK.
For the purpose of this Agreement, the "trade secrets" of STRANDTEK shall
include, but shall not be limited to, any and all proprietary and technical
information used by STRANDTEK in the nature of techniques, programs,
services, systems, inventions and the like for use in the manufacture of
melt blown thermoplastic fibers for a variety of products.
For the purpose of this Agreement, the "confidential business information"
of STRANDTEK shall include any information, other than trade secrets, that
is (i) of any value or significance to STRANDTEK and (ii) not generally
known to competitors of STRANDTEK, nor intended by STRANDTEK for general
dissemination, including but not limited to lists of STRANDTEK's current or
potential customers, prospective leads or target accounts, the identity of
various suppliers of products or services, pricing schedules, needs of
STRANDTEK's customers, information as to the profitability of specific
accounts and
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information about STRANDTEK and STRANDTEK's executives, officers, directors
and consultants.
STRANDTEK products, customers correspondence, internal memoranda,
photocopies of products and designs, sales brochures, price lists, customer
lists, customer information, sales literature, notebooks, textbooks, and
all other like information, processes or systems, including all copies,
duplications, replications and derivatives of such information processes or
systems, now in the possession of CONSULTANT or acquired by CONSULTANT
after signing this Agreement, and while in consulting capacity to
STRANDTEK, shall be the exclusive property of STRANDTEK and shall be
returned to STRANDTEK at STRANDTEK's request but, in no instance, later
than the final date of CONSULTANT's relationship with STRANDTEK.
7. Enforcement of Trade Secret/Confidential Business Information.
STRANDTEK and CONSULTANT agree that, in the event of a breach by CONSULTANT
of the provisions of trade secret/confidential business information
provisions hereof, such a breach would irreparably injure STRANDTEK and
would leave STRANDTEK with no adequate remedy at law. STRANDTEK and
CONSULTANT further agree that if legal proceedings are brought by STRANDTEK
against CONSULTANT to enforce the provisions of the trade
secret/confidential business information provisions hereof, STRANDTEK shall
be entitled to all available civil remedies, including without limitation,
preliminary and permanent injunctive relief restraining CONSULTANT from any
unauthorized disclosure or use of any trade secrets or confidential
business information, in whole or in part, and from rendering any service
to any person, partnership, firm, corporation, association, or other legal
entity to whom or to which such trade secrets or confidential business
information, in whole or in part, has been disclosed or is threatened to be
disclosed; preliminary and permanent injunctive relief restraining
CONSULTANT from violating, directly or indirectly, either as an individual
on CONSULTANT's own account or as a partner, joint venturer, consultant,
agent, sales person, contractor, officer, director, or stockholder or
otherwise, exemplary damages, and attorneys' fees in the trial and
appellate courts and costs and expenses of investigation, litigation, and
arbitration, including expert witness fees, deposition costs, appearance
fees and transcript charges, injunction bond premiums, travel and lodging
expenses, and all other reasonable costs and expenses.
Nothing in this Agreement shall be construed as prohibiting STRANDTEK from
pursuing any other legal or equitable remedies
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available to STRANDTEK for breach or threatened breach of trade
secret/confidential business information provisions hereto.
The existence of any claim or cause of action of CONSULTANT against
STRANDTEK, whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement by STRANDTEK of any of the
provisions of this Agreement. STRANDTEK has fully performed all
obligations entitling STRANDTEK to the prohibitions of the trade
secret/confidential business information provisions hereof, and those
prohibitions therefore are not executory or otherwise subject to rejection
under the Bankruptcy Code.
STRANDTEK and CONSULTANT agree that, if STRANDTEK is granted preliminary
injunctive relief under this Agreement, an injunction bond of no more than
$5,000.00 shall be sufficient to indemnify CONSULTANT for any costs or
damages that CONSULTANT might incur if the court ultimately determines that
CONSULTANT was wrongfully enjoined.
8. Inventions, Ideas, Processes, And Designs.
All inventions, ideas, processes, programs, software, and designs including
all regular business hours or made by CONSULTANT during the course of
CONSULTANT's relationship with STRANDTEK and for a period of six (6) months
subsequent to the termination of such relationship with STRANDTEK, and ()
related to the business of STRANDTEK, shall be disclosed in writing
promptly to STRANDTEK and shall be the sole and exclusive property of
STRANDTEK. CONSULTANT shall cooperate with STRANDTEK and STRANDTEK's
attorneys in the preparation of patent and copyright applications for such
developments and shall promptly assign all such inventions, ideas,
processes, and designs to STRANDTEK. The decision to file for patent or
copyright protection or to maintain such development as a trade secret
shall be in the sole discretion of STRANDTEK, and CONSULTANT shall be bound
by such decision. CONSULTANT shall provide, on the back of this Agreement,
a complete list of all inventions, ideas, processes, and designs, if any,
patented or unpatented, copyrighted or uncopyrighted, including a brief
description, which he or she made or conceived prior to CONSULTANT
relationship with STRANDTEK and which therefore are excluded from the scope
of this Agreement.
9. Consideration.
CONSULTANT expressly acknowledges and agrees that the execution by
STRANDTEK of this Agreement constitutes full, adequate, and sufficient
consideration to CONSULTANT from STRANDTEK for the duties, obligations, and
covenants of CONSULTANT under this
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Agreement, including, by way of illustration and not by way of limitation,
the agreements, covenants, and obligations of CONSULTANT under Paragraphs 6
and 7 of this Agreement. STRANDTEK expressly acknowledges and agrees
similarly with respect to the consideration received by STRANDTEK from
CONSULTANT under this Agreement.
10. Notices.
Any and all notices shall be given pursuant to this Agreement; such notices
shall be in writing, shall be sent by United States Express Mail, and shall
be addressed to the signatories at the addresses shown on the signature
page of this Agreement or at any subsequent address provided.
11. Consent To Personal Jurisdiction and Venue.
CONSULTANT hereby consents to personal jurisdiction and venue, for any
action brought by STRANDTEK arising out of a breach or threatened breach of
this Agreement, exclusively in the United States District Court for the
Middle District of Florida, Tampa Division, or in the Circuit Court in and
for Hillsborough County, Florida.
CONSULTANT hereby agrees that any action brought by CONSULTANT, alone or in
combination with others, against STRANDTEK, whether arising out of this
Agreement or otherwise, shall be brought exclusively in the United States
District Court for the Middle District of Florida, Tampa Division, or in
the Circuit Court in and for Hillsborough County, Florida.
12. Service of Process.
If CONSULTANT institutes legal proceedings against STRANDTEK, CONSULTANT
shall service process by U.S. Express Mail upon STRANDTEK at STRANDTEK's
office. This method for service of process does not constitute consent by
STRANDTEK to the exercise of personal jurisdiction by any court except the
United States District Court for the Middle District of Florida, Tampa
Division, or the Circuit Court for Hillsborough County, Florida, in
connection with any controversy or dispute between the parties hereto.
If STRANDTEK institutes legal proceedings against CONSULTANT, STRANDTEK
shall serve process by U.S. Express Mail upon CONSULTANT at CONSULTANT's
last known residence address. CONSULTANT shall notify STRANDTEK in writing
of any change in CONSULTANT's residence address within ten (10) calendar
days of the change.
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If the residence address of CONSULTANT changes and CONSULTANT fails to
notify STRANDTEK in writing within ten (10) days, CONSULTANT agrees to the
following method of service of process. Specifically, STRANDTEK shall (i)
serve copies of the summons and complaint by U.S. Express Mail to
CONSULTANT's last known residence address and (ii) place a public notice
in a newspaper of general circulation in the geographic area of
CONSULTANT's last known residence address for a period of two consecutive
weeks following commencement (i.e. filing) of the proceedings. CONSULTANT
expressly acknowledges that this method for service of process is (i)
reasonably calculated to apprise CONSULTANT of any legal proceedings
instituted against CONSULTANT by STRANDTEK and (ii) sufficient for the
court issuing the summons.
13. Acknowledgments.
CONSULTANT hereby acknowledges that CONSULTANT has been provided with a
copy of this Agreement for review prior to signing that CONSULTANT has been
given the opportunity to have this Agreement reviewed by CONSULTANT's own
attorney prior to signing the Agreement, that CONSULTANT understands the
purposes and effects of this Agreement, and that CONSULTANT has been given
a signed copy of this Agreement.
14. Waiver.
CONSULTANT shall not construe the waiver by STRANDTEK of a breach or
threatened breach of this Agreement by CONSULTANT as a waiver of any
subsequent breach. The refusal or failure of STRANDTEK to enforce the
prohibitions of the trade secrets/confidential business information
paragraph of this Agreement or any similar agreement against any other
CONSULTANT, agent, or independent contractor, for any reason, shall not
constitute a defense to the enforcement by STRANDTEK of the trade
secrets/confidential business information provision, nor shall it give rise
to any claim or cause of action by such CONSULTANT, agent, or independent
contractor or consultant against STRANDTEK.
15. Rules of Construction.
This Agreement constitutes the entire agreement between its signatories
pertaining to the subject matters of the Agreement, and it supersedes all
negotiations, preliminary agreements, and all prior and contemporaneous
discussions and understandings of the signatories in connection with the
subject matters of the Agreement. Except as otherwise herein provided, no
covenant, representation, or condition not expressed in this Agreement, or
in an amendment made and executed in accordance with the provisions hereof,
shall be binding
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upon the signatories or shall affect or be effective to interpret, change,
or restrict the provisions of this Agreement.
No change, modification, or termination of any of the terms, provisions, or
conditions of this Agreement shall be effective unless made in writing and
signed or initialed by all signatories to this Agreement.
This Agreement shall be governed and construed in accordance with the
statutory and decisional law of the State of Florida governing contracts to
be performed in their entirety in Florida.
If any paragraph, subparagraph, or provision of this Agreement, or the
application of such paragraph, subparagraph, or provision, is held invalid
by a court of competent jurisdiction, the remainder of this Agreement, and
the application of such paragraph, subparagraph, or provision to persons or
circumstances other than those with respect to which it is held invalid,
shall not be affected.
The titles and captions of paragraphs and subparagraphs contained in this
Agreement are provided for convenience of reference only, and they shall
not be considered a part of this Agreement for purposes of interpreting or
applying this Agreement; such titles or captions are not intended to
define, limit, extend, explain, or describe the scope or extent of this
Agreement or any of its terms, provisions, representations, warranties, or
conditions in any manner or way whatsoever.
16. Continuance of Agreement.
The rights, responsibilities, and duties of the signatories to this
Agreement, and the covenants and agreements contained in this Agreement,
shall continue to bind the signatories, shall continue in full force and
effect until each and every obligation of the signatories pursuant to this
Agreement and any document or agreement incorporated hereby by reference
shall have been fully performed, and shall be binding upon the successors
and assigns of the signatories.
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IN WITNESS WHEREOF, the signatories have executed this Agreement the day
and year first above written.
STRANDTEK INTERNATIONAL, INC.
By:
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Xxxxxxx X. Xxxxxxx, President
Strandtek International, Inc.
000 Xxxxx Xxxxxx Xxxxx Xxxx
Xxxxxxxx Xxxxxx, Xxxxxxx 00000
CONSULTANT:
By:
--------------------------------
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