CONSULTING AGREEMENT
This consulting agreement is made and entered into effective the 15th day
of December, 2003, by and between Xxxx Xxxxx ("Consultant") and iDial Networks,
Inc. (the "Corporation").
1. Employment. It is the desire of the Corporation to engage the services
of Consultant to assist GlobalNet, Inc., a wholly-owned subsidiary of the
Corporation, in extending the overall MSS telephone service to additional
countries and the delivery of related communications services.
2. Term of Employment. The respective duties and obligations of the parties
to this consulting agreement shall commence on January 1, 2004 and shall
continue thereafter until December 31, 2005. Upon expiration of this consulting
agreement, Consultant shall return to the Corporation any and all equipment,
documents, materials, and any other "Confidential Information" (as defined
below), which Consultant received from the Corporation.
3. Independent Contractor. Consultant shall be an independent contractor of
the Corporation and shall not be deemed an employee. Consultant shall devote
essentially his full time and attention to the duties as set forth in Paragraph
1, other than the time needed to devote to the operation of his family business.
Most importantly, during the entire term of this agreement, Consultant shall not
accept any employment with any other person or entity in competition with the
Corporation. Except as provided in the foregoing sentence, Consultant may,
however, represent, perform services for, and be employed by such additional
persons or companies as the Consultant, in his sole discretion, may desire.
4. Work For Hire. It is the intention of the parties to this consulting
agreement that all rights prepared by Consultant pursuant to the terms of this
consulting agreement, or otherwise, for the Corporation (the "Work") shall vest
in the Corporation. The parties expressly acknowledge that the Work was
specially ordered or commissioned by the Corporation, and further agree that it
shall be considered a "work made for hire" within the meaning of the copyright
laws of the United States, and that the Corporation is entitled as author to the
copyright and all of the rights to the Work, throughout the world, including,
but not limited to, the right to make such changes in the Work and such uses of
the Work, as the Corporation may determine in its sole and absolute discretion.
Under no circumstances shall Consultant's tax status as an Italian citizen be
compromised by this agreement.
5. Confidential Information.
a. Definition. For the purposes of this agreement, "Confidential
Information" shall mean the information described below, which is disclosed by
the Corporation to Consultant in any manner, whether orally, visually, or in
tangible form, including, but not limited to, documents, devices, computer
readable media, trade secrets, formulae, patterns, inventions, processes,
customer lists, sales records, pricing lists, margins, and other compilations of
confidential information, and all copies of such confidential information.
Tangible materials that disclose or embody Confidential Information shall be
marked or identified by the Corporation as "confidential." Confidential
Information that is disclosed orally or visually shall be identified by the
Corporation as confidential at the time of disclosure. For the purposes of this
agreement, Confidential Information shall not include any information which
Consultant can prove: (i) was in Consultant's possession, or known to Consultant
without confidentiality restriction, prior to disclosure by the Corporation,
(ii) was generally known in the trade or business in which the Corporation is
engaged at the time of disclosure to Consultant, or becomes
generally known in the trade or business after such disclosure, through no act
of Consultant, (iii) has come into the possession of Consultant without
confidentiality restrictions from a third-party, and such third-party is under
no obligation to the Corporation to maintain the confidentiality of such
information, or (iv) was developed by or for Consultant independently without
reference to the Confidential Information. If a particular portion or aspect of
the Confidential Information shall become subject to any of the above-mentioned
exceptions, the parties expressly agree that all other portions or aspects of
the Confidential Information shall remain subject to all of the provisions of
this agreement.
b. Non-Disclosure. Except as expressly permitted by the terms of this
agreement, Consultant shall maintain in confidence and not disclose the
Confidential Information for a period of three years from the date of disclosure
(the "Non-Disclosure Period"), using a fiduciary degree of care to protect the
Confidential Information. Consultant shall disclose the Confidential Information
only to those of Consultant's employees, third parties, and agents in the normal
course of business who have a need-to-know such information for the reasonable
purposes of this agreement, and who additionally are under a contractual
obligation with Consultant to protect the Confidential Information.
c. No Reproduction. Consultant agrees not to reproduce or copy the
Confidential Information, by any means whatsoever, except as may be reasonably
required to accomplish Consultant's intended purpose with regard to the
Confidential Information. Upon termination of this agreement, Consultant's right
to use the Confidential Information shall immediately terminate. Further, upon
such termination, or upon written demand by the Corporation at any time,
Consultant shall promptly return to the Corporation, or destroy, at the
Corporation's option, all tangible materials that disclose or embody any
Confidential Information.
d. Proprietary Rights Legend. Consultant shall not remove any
proprietary rights legend from the Confidential Information, and shall, upon the
Corporation's reasonable request, add any proprietary rights legend to materials
disclosing or embodying the Confidential Information.
e. Court-Ordered Disclosure. In the event that Consultant is ordered
to disclose the Corporation's Confidential Information pursuant to a judicial or
governmental request, requirement, or order, Consultant shall promptly notify
the Corporation in writing and shall take reasonable steps to assist the
Corporation in contesting such request, requirement, or order, or in otherwise
protecting the Corporation's rights prior to such disclosure.
f. No License. Except as may be expressly specified within this
agreement, the Corporation grants no license to Consultant under any copyright,
patent, trademarks, trade secret, or other proprietary right, to use, utilize,
or reproduce the Confidential Information.
6. Securities Law. Consultant hereby expressly acknowledges that the
Confidential Information is likely to include material nonpublic information
pursuant to the securities laws of the United States. Being advised that the
Corporation is specifically relying upon Rule 100(b)(2)(ii) of Regulation FD, in
providing the Confidential Information to Consultant, Consultant expressly
agrees that he will not use the Confidential Information in violation of United
States securities laws, and specifically agrees to keep the Confidential
Information in confidence.
7. Compensation. As compensation for services rendered under the terms of
this consulting agreement, Consultant shall be entitled to receive from the
Corporation 100,000,000
shares of the Corporation's common stock, to be delivered to Consultant as soon
as practicable after registration of those shares on Form S-8 under the
Securities Act of 1933 and delivery of the required prospectus documents.
Consultant shall be responsible for paying Consultant's costs and expenses
incurred in connection with the performance of Consultant's duties pursuant to
the terms of this consulting agreement.
8. General.
a. This agreement shall be construed under and in accordance with the
internal laws of the State of Florida.
b. The parties covenant and agree that they will execute such other
and further instruments and documents as are or may become necessary or
convenient to effectuate and carry out the obligations of the parties in
accordance with this agreement.
c. This agreement shall be binding upon and inure to the benefit of
the parties and their respective heirs, executors, administrators, legal
representatives, successors, and assigns where permitted by this agreement.
d. This agreement supersedes any prior understandings or oral
agreements between the parties respecting the subject matter contained in this
agreement.
e. All agreements, warranties, representations, and indemnifications
contained in this agreement, specifically including, but not limited to, the
provisions of Paragraph 5 above shall survive the termination of this consulting
agreement.
f. This consulting agreement shall be deemed a personal services
contract with regard to the Consultant, and Consultant may not assign any or all
of his or her interest in this agreement without the written consent of the
Corporation.
EXECUTED this 15th day of December, 2003.
CONSULTANT:
/s/ XXXX XXXXX
Xxxx Xxxxx
CORPORATION:
iDial Networks, Inc.
By: /s/ XXXX X. XXXX
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Name: Xxxx X. Xxxx
Title: CEO
