EXHIBIT 10.12
GLOBALSCAPE, INC. CONSULTING AGREEMENT
Read this agreement carefully. If you sign this, you are agreeing that
GlobalSCAPE owns any work you do while you are a consultant for GlobalSCAPE and
that you will not compete with or work for GlobalSCAPE's competitors after the
termination of this agreement. You also agree to keep GlobalSCAPE's business
information confidential.
GlobalSCAPE wants you to sign this Consulting Agreement for two reasons:
. to clearly state the terms of our agreement;
. to protect GlobalSCAPE's business information --
GlobalSCAPE's business depends on confidential information that it has
developed through hard work over many years. You will have access to this
information and will help develop it while you work for GlobalSCAPE. Our
competitors would like to have this information without having to invest
the same time, money and effort that we did. If you ever work for a
GlobalSCAPE competitor, or become a competitor, it is almost inevitable
that you will take this knowledge with you and use it. Even though you may
not intentionally disclose our confidential business information, you or
your employer will benefit from this information. Therefore, we do no want
you to leave here and immediately go to work for one of our competitors or
compete with us.
1. Services. GlobalSCAPE will ask you to perform services that are consistent
with your experience and abilities. You agree to perform these services in a
professional manner, and to devote no less than 40 hours per week to the
performance of these services.
2. Terms.
Effective Date: [first day of a pay period]
Weekly Fee: $1250 to be paid in two week increments corresponding to
our payroll schedule
Term: initial term of 26 calendar weeks, automatically renewing
at end of initial term for successive 12 week terms until
either party gives notice of termination prior to end of a
term
You are an independent contractor of GlobalSCAPE and not an employee. We will
not supervise the time and manner of your performance of the services.
GlobalSCAPE will pay payroll taxes and withhold taxes from your Weekly Fee as if
you were an employee in order to avoid any risk of non-compliance with tax laws.
You are not eligible to participate in any employee benefit program GlobalSCAPE
offers to its employees.
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3. Confidentiality. You agree that during the term of this agreement and
following its termination you will never disclose our confidential information
to any person. Our confidential information is information which we keep
confidential and includes:
. software code and any other copyrightable works
. product concepts
. development plans
. marketing and advertising strategies
. research and development strategies
. techniques and systems for developing and supporting products
. approaches to evaluating projects and potential projects
. identities of our customers and distributors
. identities of our suppliers, independent contractors, and outside
developers
. identities of our employees to a person who will likely use that
information to solicit them to work somewhere else
. any business information which gives us an advantage over our
competitors
. any non-public financial information
You agree that you will not retain [or] take any confidential information upon
the termination of this agreement, and you will return any confidential
information in your possession that you have taken from GlobalSCAPE's premises.
4. We own your work. You agree that GlobalSCAPE will own all of the rights to
the following, whether you prepare these alone or with others:
. your original works of authorship, including software code, user
instructions, marketing materials and any other tangible work product,
including the copyright in these works (even if they were prepared prior to
signing this agreement);
. inventions or discoveries that are useful to GlobalSCAPE in its current or
contemplated business that you make during the term of this Agreement or
within six months after termination of this agreement, including any patent
that you acquire or have the right to acquire (even if these inventions or
discoveries were made prior to signing this agreement such as your work and
inventions in connection with the software known as CuteMX); and
. your contribution to GlobalSCAPE's confidential information described above
(even if this contribution was made prior to signing this agreement).
You agree that you will cooperate with GlobalSCAPE in completing documents,
providing information, and doing other things needed to transfer these rights to
GlobalSCAPE and to patent any invention or discovery. If you are required to
help GlobalSCAPE transfer these rights after termination of this agreement, we
will pay you reasonable compensation for the time you spend helping us.
GlobalSCAPE will pay you
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an additional $500 upon the filing of any patent application for any invention
of yours owned by GlobalSCAPE under the terms of this agreement. You will be
listed as the inventor on any patent application filed by GlobalSCAPE for any
invention of yours. You acknowledge that this is valuable to you to be listed as
an "inventor" on a patent and you might not otherwise have the funds needed to
pay the legal and other expenses needed to file a patent application or obtain a
patent.
5. You Will Not Work for Our Competitors or Compete With Us. During the term of
this agreement and for six months following termination of this agreement, you
agree that you will not work for our competitors or be a competitor yourself.
A"competitor" is any person or company anywhere in the world who sells or
develops any of the following software: FTP, HTML, image mapper, compression,
media file sharing, chat, multimedia player, or any other product that is
developed or sold by GlobalSCAPE, or is planned or proposed to be developed or
sold by GlobalSCAPE, while you work for GlobalSCAPE. However, you may work for a
competitor if you do not work on competing products, do not work in the same
physical location as the employees of the competitor who work on competing
products, and do not communicate with those employees about those products. You
also agree that during the term of this agreement and for six months following
termination of this agreement, you will not solicit any of our employees,
suppliers, outside developers, distributors, or other contractors to provide
goods or services to any other person or company (including yourself), and you
will not solicit our customers to purchase any goods or services from any other
person or company (including yourself). You agree that you will never encourage
any of these people to stop doing business with GlobalSCAPE, and that you will
inform us if you are having conversations with any of these people about doing
business with them.
6. Confidential Information of Others. You must try not to use any other
person's confidential business information in your work for GlobalSCAPE against
that person's wishes. We acknowledge that in our business it is sometimes
difficult to decide if it is right to use certain information. If you are
unsure, you should ask us. It is not necessarily right to use information just
because it is available publicly. If you are under a non-competition agreement
with another person or company, you must tell us. If GlobalSCAPE is sued because
of you knowingly use another person's confidential information against their
wishes or in violation of an agreement you have with them, you will pay us back
any money we have to pay because of the suit, including our legal xxxx.
7. Supplies and Expenses. GlobalSCAPE will provide an allowance for supplies
and equipment of $100 per two weeks. You may elect to receive the allowance in
cash, or in lieu of the cash payment to perform the services on GlobalSCAPE's
premises using its equipment and supplies. GlobalSCAPE will reimburse you for
travel related expenses for travel outside of the San Antonio metropolitan area,
but will not reimburse you for any other travel expenses.
8. Insurance. You agree to carry worker's compensation insurance in the amount
required by law for any of your employees, and to maintain business use
automobile
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liability insurance. You will provide us with proof of automobile liability and
worker's compensation insurance as requested.
9. Remedies. If you have been granted stock options and you violate the terms
of this agreement, your stock options will be void. The harm that GlobalSCAPE
will suffer if you violate this agreement may be difficult or impossible to
calculate in terms of money; therefore you agree that if you violate this
agreement an injunction or other court order requiring you to comply with this
agreement is appropriate. The law gives us some ownership in your work and
forbids you from doing some of the things you promise not to do in this
agreement, even if you had not signed this agreement. By signing this agreement,
we do not give up any remedy we have against you by law.
10. Texas Law Applies to This Agreement. You may live in places other than
Texas while you work for GlobalSCAPE. We want to be sure that this agreement
will be applied consistently wherever you work, so you agree that this agreement
will be governed by the laws of the State of Texas.
11. Arbitration. You and GlobalSCAPE agree that any dispute arising in
connection with your employment or this Agreement shall be settled by
arbitration before the American Arbitration Association in San Antonio, Texas.
Our agreement to arbitrate does not prevent GlobalSCAPE from seeking an
injunction as described in paragraph 6.
12. This Agreement is the Only Agreement/No Oral Modification. This agreement
takes the place of any other agreement you have with GlobalSCAPE, either verbal
or written. This agreement may not be amended except in writing.
By signing below, you agree to all of these terms.
GlobalSCAPE, Inc.
/s/ Xxxxx Xxxxxxxx /s/ Xxxxxx Xxxxx-Xxxxxxxx
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Xxxxx Xxxxxxxx Xxxxxx Xxxxx-Xxxxxxxx, President
Date: 2-22-00 Date: 2-22-00
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