EXHIBIT 10 (d)
CONSULTING AGREEMENT
Agreement dated as of October 2, 2003, by and between XXXXXX UNITED
DEVELOPMENT CORP., a corporation duly organized and existing under the laws of
the State of Delaware, hereinafter referred to as "Company" and XXXXXX XXXXXXX,
residing at 0000 Xxxxx Xxxx, Xxxxxxxxxx, XX 00000-0000 (the "Consultant").
RECITALS
A. Company wishes to contract with Consultant for the services of
Consultant.
B. Consultant is willing and qualified to perform services for
the Company as described herein.
In consideration of the above recitals, the terms and covenants of this
agreement, and other valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:
SECTION ONE
SERVICES
Consultant shall assist the Company in (a) obtaining grants and/or
contracts with third parties for research and development relating to the
production of photo galvanic hydrogen ( the "PGH Technology"); and (b) obtaining
a patent on the technology described in United States Provisional Patent
Application No. 60/488, 091 entitled "Hydrogen Generating Apparatus and Methods"
(the Provisional Patent Application"). Company shall have sole discretion to
establish the minimum standards necessary for the performance of the services to
be rendered by Consultant under and pursuant to this agreement.
SECTION TWO
COMPENSATION
Company shall compensate the Consultant by issuing to Consultant: (a)
one hundred thousand (100,000) shares of its Common Stock upon receipt of
contracts or grants that result in an aggregate of more than two hundred fifty
thousand dollars ($250,000) of revenue to Company; and (b) one hundred thousand
(100,000) shares of its Common Stock to Consultant upon the grant by the U.S.
Patent and Trademark Office of a patent on the technology covered under the
Provisional Patent Application. Such shares shall be "restricted" securities
under federal and state securities laws and may therefore not be sold or
otherwise transferred except in accordance with an exemption from the
registration requirements of applicable securities laws.
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SECTION THREE
CONFIDENTIALITY
Consultant agrees that (a) all knowledge and information that
Consultant may receive from Company or from its employees or other consultants
of Company, or by virtue of the performance of services under and pursuant to
this agreement, relating to inventions, products, processes, machinery,
apparatus, prices, business affairs, future plans, or technical data that belong
to Company or those with whom Company has contracted regarding such information,
and (b) all information provided by Consultant to Company in reports of work
done, together with any other information acquired by, or as direct result of
engagement of, Consultant by the Company , shall for all time and for all
purposes be regarded by Consultant as strictly confidential and held by
Consultant in confidence, and solely for Company's benefit and use, and shall
not be used by Consultant or directly or indirectly disclosed by Consultant to
any person whatsoever, except to Company or with Company's prior written
permission.
SECTION FOUR
INVENTIONS AND COPYRIGHTABLE WORKS
A. Consultant further agrees that Consultant will promptly communicate
and disclose to Company all computer programs, documentation, software, and
other copyrightable works (hereinafter called "copyrightable works"), and all
discoveries, improvements, and inventions (hereinafter called "inventions")
conceived, reduced to practice, or made by Consultant relating to the PGH
Technology. All such inventions and copyrightable works that Consultant is
obligated to disclose shall be and remain entirely the property of Company or
its nominees, successors, or assigns. It is agreed that all such copyrightable
works and inventions are works made for hire and shall be the exclusive property
of Company. Further, Consultant agrees to assign and hereby assigns to Company
any rights he may have in such works
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B. Consultant and its agents will assist Company and its nominees,
successors, or assigns, on request, during and following the term of this
agreement, at Company's expense, to obtain and maintain for its own benefit,
patents and/or copyright registrations for any such inventions and or
copyrightable works in any and all countries. Such assistance shall include, but
not be limited to, executing and delivering specific assignments of any such
inventions or copyrightable works, and all domestic and foreign patent rights
and copyrights therein, and all other papers and documents that relate to
securing and maintaining such rights, and performing all other lawful acts, as
may be deemed necessary or advisable by Company or its nominees, successors, or
assigns.
SECTION FIVE
DURATION AND TERMINATION
This agreement shall be deemed to have been effective as of July 18,
2003 and shall continue until the services described in Section One hereof have
been completed; provided, however, that if the patent described in Section Two
hereof has not been granted on or before July 18, 2005, the Company may, at any
time after such date, notify Consultant that it is terminating this agreement
without further obligation to the Consultant. The obligations of Consultant
under Sections Three and Four above shall survive any expiration or termination
of this agreement. On termination of this agreement, Consultant will return to
Company all written information, drawings, models, and other materials or files
supplied to Consultant pursuant to this agreement.
SECTION SIX
ASSIGNMENT
The rights and obligations of Consultant under this agreement are
personal to Consultant and may not be assigned or transferred to any other
person, firm or corporation without the prior express and written consent of
Company.
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SECTION SEVEN
ENTIRE AGREEMENT; MODIFICATIONS
The agreement shall constitute the entire agreement between the parties
with respect to the subject matter hereof, and any prior understanding or
representation of any kind preceding the date of this agreement shall not be
binding upon either party except to the extent incorporated in this agreement.
Any modification of this agreement or additional obligation assumed by either
party in connection with this agreement shall be binding only if evidenced in
writing signed by each party or an authorized representative of each party.
SECTION EIGHT
GOVERNING LAW
It is agreed that this agreement shall be governed by, construed, and
enforced in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, each party to this agreement has caused it to be
executed as of the date contained in the first sentence of this Agreement and to
be effective as of the date specified in Section Five hereof.
10/02/03 /s/ Xxxxxx Xxxxxx Xxxxxxx
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XXXXXX XXXXXXX
NOTARY
SEAL
XXXXXX UNITED DEVELOPMENT CORP.
By: / s / Xxxxxxx X. Xxxxx
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XXXXXXX X. XXXXX, Executive Vice President
Witness 10/2/2003 Xxxxxxx X. Xxxxxxx
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