INDEPENDENT CONTRACTOR AGREEMENT
Exhibit
10.11
The parties to this Independent
Contractor Agreement ("Agreement") are Xxxxx X. Xxxxxxxx ("Contractor") and
microHelix, Inc. and Xxxxx Electronics, Inc. (together, the
"Company").
The parties agree as
follows:
1. Effective Date;
Term.
This Agreement is effective, and
Contractor will commence performing services for the Company, on
September 24, 2007 (the "Effective Date"). The term of this
Agreement will continue for a minimum of three months and thereafter until
terminated by either party upon fifteen days' prior written notice.
2. Job
Description.
During the term of this Agreement,
Contractor will serve as the President, Chief Financial Officer and Secretary of
the Company, and will have the normal duties, responsibilities, functions and
authority of such officers, subject to the power and authority of
the Board of Directors of the Company to expand or limit such duties,
responsibilities, functions or authority. Contractor will report to
the Board of Directors of microHelix, Inc. During the term of this
Agreement, Contractor will devote his best efforts and his full business time
and attention to the business and affairs of the Company. Contractor
will perform his duties, responsibilities, functions and authority to the
Company in a diligent, trustworthy, professional and efficient manner and will
comply with the Company's policies and procedures in all material
respects.
3. Compensation. Contractor
will be compensated with a payment of $11,000 per month ($500 per working day if
pro-rated for time off on working days or partial months). In
addition, Contractor will be eligible for a performance incentive of up to
$15,000 after delivery of the 10Q quarterly reports for Q1/Q2/Q3 2007, the 2007
audit completion and the associated 10K annual filing, completed and filed
federal and state taxes, completion of the unsecured debt restructuring for the
Company, proxy statement filing, and completion of the appropriate registration
statement for the Company Payments will be made on the 15th and the
last day of each month for the previous half month’s or pro-rated partial
month’s services.
4. Independent Contractor
Status.
Contractor agrees that he is an
independent contractor to the Company. Contractor agrees that because
he is an independent contractor and not an employee of the Company, the Company
will not withhold any sums payable under this Agreement in order to pay Federal
or state taxes or FICA or FUTA payment obligations with respect to fees paid to
Contractor under this Agreement, all of which obligations will be Contractor's
sole responsibility.
5. Noncompetition and
Nonsolicitation.
Contractor will remain subject to any
existing noncompetition and nonsolicitation agreements with the
Company.
6. Nondisclosure and
Confidentiality.
Except as may be requested by the
Company in connection with this Agreement, Contractor will not at any time
publish or disclose to third parties or use or authorize anyone else to publish
or disclose or use any confidential or proprietary information of the Company,
including without limitation customer lists, marketing plans, sales projections,
profit margins, business plans, technical procedures, records, manuals, notes,
schedules, trademarks, patent information, copyright material, or any other
confidential or proprietary information relating to the Company's
business. The provisions of this Section 6 will survive the expiration, suspension, or
termination of this Agreement for any reason.
7. General.
7.1 Attorney
Fees. In the event of a dispute relating to the terms and
conditions of this Agreement, the prevailing party in any arbitration or
litigation will be awarded costs and reasonable attorney fees as determined by
the court or arbitrator at trial and upon any appeal therefrom.
7.2 Governing
Law. This Agreement and all rights, obligations and
liabilities hereunder will be construed and enforced in accordance with the laws
of the State of Oregon (without application of conflicts of laws
provisions).
7.3 Counterparts and
Headings. For the convenience of the parties, this Agreement
may be executed in one or more counterparts, each of which will be deemed an
original, but all of which together constitute one and the same
instrument. Facsimile or pdf transmission of any signed original
document, and the retransmission of any facsimile or pdf transmission, will be
the same as delivery of any original document. At the request of any
party, the other parties thereto will confirm facsimile or pdf transmission
signatures by signing and original document. All headings and captions of this
Agreement are inserted for convenience of reference only and will not affect
meaning or interpretation.
7.4 Successors and
Assigns. This Agreement is intended to bind and inure to the
benefit of and be enforceable by the Company or any of its affiliates and
Contractor and their respective heirs, successors and
assigns. Contractor may not assign his rights or delegate his duties
or obligations hereunder without the prior written consent of the
Company.
7.5 Amendment and
Waiver. The provisions of this Agreement may be amended or
waived only with the prior written consent of the Company and Contractor, and no
course of conduct or course of dealing or failure or delay by any party in
enforcing or exercising any of the provisions of this Agreement will affect the
validity, binding effect or enforceability of this Agreement or be deemed to be
an implied waiver of any provision of this Agreement.
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7.6 Survival. The
provisions of this Section 7 will survive the
expiration, suspension, or termination of this Agreement for any
reason.
IN WITNESS WHEREOF, the undersigned
have executed this Independent Contractor Agreement to be effective as of the
Effective Date.
|
COMPANY:
|
MICROHELIX, INC. | ||
|
|
By
|
/s/ Xxxxx X. Xxxxxxxx | |
| Xxxxx X. Xxxxxxxx | |||
| Director | |||
| XXXXX ELECTRONICS, INC. | |||
| By | /s/ Xxxxx X. Xxxxxxxx | ||
| Xxxxx X. Xxxxxxxx | |||
| Director | |||
|
CONTRACTOR:
|
Xxxxx X. Xxxxxxxx | ||
| Xxxxx X. Xxxxxxxx | |||
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