Exhibit 10.6
CONSULTING AGREEMENT
THIS AGREEMENT, made this 19th day of July, 2004 by and between Xxxxxxx X. Xxxxx
Consulting Inc., a Virginia Corporation, with offices located at 000 Xxxxxxxx
Xx., Xxxxxxxxxx, XX 00000, party of the first part (The "Consultant"), and
Techno Concepts, Inc., a Colorado Corporation, with offices located at 0000-X
Xxxxxxx xx Xxx Xxxxxxx, xxxxx 000, Xxxxxxxx Xxxx, XX 00000, party of the second
part (the "Client").
In consideration of the mutual promises and covenants contained herein, and for
ten dollars and other good and valuable consideration, the parties agree as
follows:
1. The Client retains the Consultant to perform consulting services and
strategic marketing to government and international agencies in connection
with general assistance in support of marketing of its current products and
services which includes but is not limited to its True Software Radio
technology, software development and systems engineering solutions to
potential customers for a fee of $10,000,00 per month, plus expense
reimbursement, for a period of eighteen months, commencing August 1st,
2004, ending January 31st, 2006, and with payments due upon execution and
on the first of each month thereafter. In addition, Consultant shall be
granted options on 50,000 shares of Company's common shares per year,
prorated, at $5.75 per share. In the event that the Consultant is requested
to perform services of new products, expanded services, or achieves certain
performance goals, during the eighteen-month period, the Consultant shall
be entitled to additional compensation in the form of increased retainers,
the amount to be agreed between the parties.
2. The Client shall have the option of extending this consulting agreement
after expiration upon 45 days prior notice, for a period of an additional
12 months under the same terms and conditions stated herein except that the
monthly compensation shall be reevaluated and mutually agreed upon between
the parties based upon the services that the Client requests of the
Consultant, plus expense reimbursement, with the first payment due on the
first day of February, 2006 and on the first day of each month thereafter.
3. The Consultant shall be reimbursed for reasonable and actual costs of
transportation beyond the Washington, D.C. metropolitan area and for meals,
parking, overseas telephone calls, and any entertainment expenses incurred
on behalf of the Client upon presentation of appropriate receipts. The
Consultant shall invoice the Client in writing each month for expenses
incurred during the previous month.
4. The parties acknowledge that the Consultant is an independent contractor
and not an employee, general agent, or legal representative of the Client.
The Consultant is solely responsible for the payment of applicable taxes,
insurance, as well as the salaries of its employees. The Consultant agrees
that it will comply with all applicable federal, state, and local laws and
regulations in performance of this Agreement.
5. The parties agree to protect all Proprietary and Confidential Information
provided by either Party to the other, and not to publish, disclose to any
third Party, or use such information other than in performance of this
Agreement without the other Party's
written permission. Proprietary or Confidential Information, means
materials, documents, data and other information so designated
"confidential". Neither Party will be required to protect Proprietary nor
Confidential Information, which is or becomes publicly available, is
independently developed outside the scope of this Agreement, or is
rightfully obtained from Third Parties.
6. This Agreement constitutes the full and accurate understanding and
agreement of the parties relating to its entire subject matter. No
supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by all of the parties. No waiver of any of the
provisions of this agreement shall be deemed, or shall constitute a
continuing waiver or waiver of any future or past breach or violation of
any such provision. No waiver shall be binding unless executed in writing
by the party making the waiver.
7. This Agreement shall be governed under the laws of the Commonwealth of
Virginia and shall be binding upon, and shall inure to the benefit of, the
parties thereto and their respective heirs, legal representatives,
successors and assigns. Nothing in this Agreement, whether express or
implied, is intended to confer any rights or remedies under or by any
reason of this agreement on any person other than the parties to it and
their respective successors and assigns.
8. In the event that any provision or any portion of any provision of this
Agreement shall be held to be void or unenforceable, then the remaining
provisions of this Agreement (and the remaining portion of any provision
held to be void or unenforceable in part only) shall continue in full force
and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
indicated above.
Xxxxxxx X. Xxxxx Consulting, Inc. Techno Concepts, Inc.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx X. Xxxxx Xxxxxxx Xxxxxxx
President CEO
