CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is entered into as of 6th
December, 2000, by and between CathayOnline Inc. (the "Company"), and
Xxxxxxx.xxx Inc (the "Consultant").
WHEREAS
1. Consultant has expertise in the area of the Company's business and is
willing to provide consulting services to the Company.
2. Xx. Xxxxxxx Xxxx is the legal representative of the Consultant company.
3. The Company is willing to engage Consultant as an independent
contractor, and not as an employee, on the terms and conditions set forth
herein.
AGREEMENT
In consideration of the foregoing and of the mutual promises set forth
herein, and intending to be legally bound, the parties hereto agree as follows:
1. Engagement.
(a) The Company hereby engages Consultant to render, as an independent
contractor, through Xx. Xxxxxxx Xxxx the consulting services described in
Exhibit A hereto and such other services as may be agreed to in writing by the
Company and Consultant from time to time.
(b) Consultant hereby accepts the engagement to provide consulting services
to the Company on the terms and conditions set forth herein.
2. Term. This Agreement will commence on the date first written above for
the period of one (1) year. The Agreement is renewable at the sole discretion of
the Company, and Company may terminate this Agreement upon 30 days written
notice to Consultant.
3. Compensation.
(a) In consideration of the services to be performed by Consultant, the
Company agrees to pay Consultant in the manner and at the rates set forth in
Exhibit A.
(b) Out of pocket business expenses incurred by Consultant in rending
consulting services to Company, which are jointly authorized by CEO and CFO of
the Company in advance in writing shall be reimbursed by Company to Consultant.
4. Consultant's Business Activities.
(a) During the term of this Agreement, Consultant will engage in no
business or other activities, which are or may be, directly competitive with the
business activities of the Company without obtaining the prior written consent
of the Company.
(b) Consultant shall devote such time, attention and energy to the business
and affairs of the Company as requested by the Company, and in any event no less
than the amount of time specified in Exhibit A hereto.
5. Confidential Information and Assignments. Consultant is simultaneously
executing a Confidential Information and Invention Assignment Agreement for
Consultants in the form of Exhibit B (the "Confidential Information and
Invention Assignment Agreement"). The obligations under the Confidential
Information and Invention Assignment Agreement shall survive termination of this
Agreement for any reason.
6. Interference with the Company's Business.
(a) Notwithstanding any other provision of this Agreement, for a period of
one year after termination of this Agreement, Consultant shall not, directly or
indirectly, employ, solicit for employment, or advise or recommend to any other
person that such other person employ or solicit for employment, any person
employed or under contract (whether as a consultant, employee or otherwise) by
or to the Company during the period of such person's association with the
Company and one year thereafter.
(b) Notwithstanding any other provision of this Agreement, and to the
fullest extent permitted by law, for a period of one year after termination of
this Agreement, Consultant shall not, directly or indirectly, solicit any
clients or customers of the Company. Consultant agrees that such solicitation
would necessarily involve disclosure or use of confidential information in
breach of the Confidential Information and Invention Assignment Agreement.
7. Representations and Warranties. Consultant represents and warrants (i)
that Consultant has no obligations, legal or otherwise, inconsistent with the
terms of this Agreement or with Consultant's undertaking this relationship with
the Company, (ii) that the performance of the services called for by this
Agreement do not and will not violate any applicable law, rule or regulation or
any proprietary or other right of any third party, (iii) that Consultant will
not use in the performance of his responsibilities under this Agreement any
confidential information or trade secrets of any other person or entity and (iv)
that Consultant has not entered into or will enter into any agreement (whether
oral or written) in conflict with this Agreement.
8. Indemnification. Consultant hereby indemnifies and agrees to defend and
hold harmless the Company from and against any and all claims, demands and
actions, and any liabilities, damages or expenses resulting therefrom, including
court costs and reasonable attorneys' fees, arising out of or relating to the
services performed by Consultant under this Agreement or the representations and
warranties made by Consultant pursuant to paragraph 7 hereof. Consultant's
obligations under this paragraph 8 hereof shall survive the termination, for any
reason, of this Agreement.
9. Attorney's Fees. Should either party hereto, or any heir, personal
representative, successor or assign of either party hereto, resort to litigation
to enforce this Agreement, the party or parties prevailing in such litigation
shall be entitled, in addition to such other relief as may be granted, to
recover its or their reasonable attorneys' fees and costs in such litigation
from the party or parties against whom enforcement was sought.
10. Entire Agreement. This Agreement, contains the entire understanding and
agreement between the parties hereto with respect to its subject matter and
supersedes any prior or contemporaneous written or oral agreements,
representations or warranties between them respecting the subject matter hereof.
11. Amendment. This Agreement may be amended only by a writing signed by
Consultant and by a representative of the Company duly authorized.
12. Severability. If any term, provision, covenant or condition of this
Agreement, or the application thereof to any person, place or circumstance,
shall be held by a court of competent jurisdiction to be invalid, unenforceable
or void, the remainder of this Agreement and such term, provision, covenant or
condition as applied to other persons, places and circumstances shall remain in
full force and effect.
13. Rights Cumulative. The rights and remedies provided by this Agreement
are cumulative, and the exercise of any right or remedy by either party hereto
(or by its successors), whether pursuant to this Agreement, to any other
agreement, or to law, shall not preclude or waive its right to exercise any or
all other rights and remedies.
14. Nonwaiver. No failure or neglect of either party hereto in any instance
to exercise any right, power or privilege hereunder or under law shall
constitute a waiver of any other right, power or privilege or of the same right,
power or privilege in any other instance. All waivers by either party hereto
must be contained in a written instrument signed by the party to be charged and,
in the case of the Company, by an executive officer of the Company or other
person duly authorized by the Company.
15. Remedy for Breach. The parties hereto agree that, in the event of
breach or threatened breach of this Agreement, the damage or imminent damage to
the value and the goodwill of the Company's business will be inestimable, and
that therefore any remedy at law or in damages shall be inadequate. Accordingly,
the parties hereto agree that the Company shall be entitled to injunctive relief
against Consultant in the event of any breach or threatened breach by
Consultant, in addition to any other relief (including damages and the right of
the Company to stop payments hereunder which is hereby granted) available to the
Company under this Agreement or under law.
16. Agreement to Perform Necessary Acts. Consultant agrees to perform any
further acts and execute and deliver any documents that may be reasonably
necessary to carry out the provisions of this Agreement.
17. Assignment. This Agreement may not be assigned by Consultant without
the Company's prior written consent. This Agreement may be assigned by the
Company in connection with a merger or sale of all or substantially all of its
assets, and in other instances with the Consultant's consent which consent shall
not be unreasonably withheld or delayed.
18. Compliance with Law. In connection with his services rendered
hereunder, Consultant agrees to abide by all federal, state, and local laws,
ordinances and regulations.
19. Independent Contractor. The relationship between Consultant and the
Company is that of independent contractor under a "work for hire" arrangement.
All work product developed by Consultant shall be deemed owned and assigned to
Company. This Agreement is not authority for Consultant to act for the Company
as its agent or make commitments for the Company. Consultant will not be
eligible for any employee benefits, nor will the company make deductions from
fees to the consultant for taxes, insurance, bonds or the like. Consultant
retains the discretion in performing the tasks assigned, within the scope of
work specified.
20. Taxes. Consultant agrees to pay all appropriate local, state and
federal taxes.
21. Governing Law. This Agreement shall be construed in accordance with,
and all actions arising hereunder shall be governed by, the laws of the State of
New York.
CathayOnline Inc.: Xxxxxxx.xxx Inc.:
By: By:
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Name: Name: Xxxxxxx Xxxx
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Title: Title: Executive Vice President
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Exhibit A
1. Description of Services to be Rendered
1.1 Reporting directly to CEO of the Company;
2. Compensation
2.1 Consulting fees:
2.1.1 Consultant shall be paid monthly a basic consulting
compensation at the rate of $500 per hour, payable in form of $300 cash and $200
in form of Company's common shares evaluated at the average closing price of the
last five (5) trading days of each month thereof;
2.1.2 The maximum monthly cash compensation shall not exceed
$20,000. Any cash compensation in excess of this amount shall be pre-approved by
CEO of Company and any cash balance above $20,000 shall be paid in the form of
common shares of the Company;
2.1.3 Consultant may, upon mutual consent by both parties, acquire
Common Stock of Company in lieu of whole or part of its cash compensation
components.
2.2 Payment of fees:
2.2.1 The Company shall pay the consultant nine thousand ($9,000)
dollars upon the signing of this Agreement as the advance for the first month'
cash compensation for regular 30 service hours. The cash portion of the
consulting compensation, nine thousand ($9,000) dollars shall be made payable to
the Consultant at the 1st day of each month thereafter. Any cash compensation in
excess of this amount as a result of extra hour consulting services rendered by
the consultant shall be paid to the Consultant on the 1st day of the next month
subject to section 2.1.2. Stock portion pursuant to section 2.1.1, and 2.1.3,
and all other eligible shares as a result of extra hour consulting services
shall be, calculated at the proportional rate set forth in section 2.1.1, issued
to the consultant at the 10th day of the next month.
2.2.2 If the Consultant engaged during any month whereby the cash
portion of the compensation would reach the maximum of twenty thousand ($20,000)
dollars, and CEO of the Company has not pre-approved any excess cash
compensation, the excess cash portion shall be converted into the common shares
of the Company at the equivalent cash value, evaluated at the average closing
price of the last five (5) trading days of that month, and be paid with all
other eligible common shares on the 10th day of the next month.
2.3 Upfront shares:
2.3.1 Consultant is entitled to five hundred thousand (500,000)
Common Stock of Company after this Agreement is executed by both parties.
2.4 Bonus:
2.4.1 Consultant shall also be entitled to a bonus determined at
the sole discretion of the Board of Directors.
2.5 Stock options:
2.5.1 Consultant shall be entitled to options to acquire 1.8
million (1,800,000) shares of the Common Stock of the Company at the exercise
price twenty five cents ($0.25) for the period of 5 years effective as of the
date of signing this Agreement. The options shall be vested in at a rate of
150,000 per month starting with the first month of this Agreement and completing
on the 12th month of this Agreement.
2.5.2 Shares and warrants granted pursuant to this Agreement are
non-cancelable.
3. Minimum Time to be Expended
3.1 Consultant shall be engaged for a minimum of 30 hours per
month and may provide additional consulting services to the Company by mutual
consent.
Exhibit B
CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT
FOR CONSULTANT
This CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT (the
"Agreement") is made between CathayOnline Inc. (the "Company") and the
undersigned consultant.
In consideration of my relationship with the Company (which for
purposes of this Agreement shall be deemed to include any subsidiaries or
Affiliates** of the Company), the receipt of confidential information while
associated with the Company, and other good and valuable consideration, I,
the undersigned individual, agree that:
1. Term of Agreement. This Agreement shall continue in full force and
effect for a period of three months and shall continue thereafter until
terminated with 30 days notice through a written instrument signed by either
party.
2. Confidentiality.
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(a) Definitions. "Proprietary Information" is all information and
any idea whatever form, tangible or intangible, pertaining in any manner to
the business of the Company, or any of its Affiliates, or its employees,
clients, consultants, or business associates, which was produced by any
employee or consultant of the Company in the course of his or her employment
or consulting relationship or otherwise produced or acquired by or on behalf
of the Company. All Proprietary Information not generally known outside of
the Company's organization, and all Proprietary Information so known only
through improper means, shall be deemed "Confidential Information." By
example and without limiting the foregoing definition, Proprietary and
Confidential Information shall include, but not be limited to:
(1) formulas, research and development techniques, processes,
trade secrets, computer programs, software, electronic codes, mask
works, inventions, innovations, patents, patent
applications, discoveries, improvements, data, know-how, formats,
test results, and research projects;
(2) information about costs, profits, markets, sales, contracts
and lists of customers, and distributors;
(3) business, marketing, and strategic plans;
(4) forecasts, unpublished financial information, budgets,
projections, and customer identities, characteristics and
agreements; and
(5) employee personnel files and compensation information.
Confidential Information is to be broadly defined, and includes all
information that has or could have commercial value or other utility in the
business in which the Company is engaged or contemplates engaging, and all
information of which the unauthorized disclosure could be detrimental to the
interests of the Company, whether or not such information is identified as
Confidential Information by the Company.
(b) Existence of Confidential Information. The Company owns and
has developed and compiled, and will develop and compile, certain trade
secrets, proprietary techniques and other Confidential Information which have
great value to its business. This Confidential Information includes not only
information disclosed by the Company to me, but also information developed or
learned by me during the course of my relationship with the Company.
(c) Protection of Confidential Information. I will not, directly
or indirectly, use, make available, sell, disclose or otherwise communicate
to any third party, other than in my assigned duties and for the benefit of
the Company, any of the Company's Confidential Information, either during or
after my relationship with the Company. In the event I desire to publish the
results of my work for the Company through literature or speeches, I will
submit such literature or speeches to the President of the Company at least
10 days before dissemination of such information for a determination of
whether such disclosure may alter trade secret status, may be prejudicial to
the interests of the Company, or may constitute an invasion of its privacy. I
agree not to publish, disclose or otherwise disseminate such information
without prior written approval of the President of the Company. I acknowledge
that I am aware that the unauthorized disclosure of Confidential Information
of the Company may be highly prejudicial to its interests, an invasion of
privacy, and an improper disclosure of trade secrets.
(d) Delivery of Confidential Information. Upon request or when my
relationship with the Company terminates, I will immediately deliver to the
Company all copies of any and all materials and writings received from,
created for, or belonging to the Company including, but not limited to, those
which relate to or contain Confidential Information.
(e) Location and Reproduction. I shall maintain at my workplace
only such Confidential Information as I have a current "need to know." I
shall return to the appropriate person or location or otherwise properly
dispose of Confidential Information once that need to know no longer exists.
I shall not make copies of or otherwise reproduce Confidential Information
unless there is a legitimate business need of the Company for reproduction.
(f) Prior Actions and Knowledge. I represent and warrant that from
the time of my first contact with the Company I held in strict confidence all
Confidential Information and have not disclosed any Confidential Information,
directly or indirectly, to anyone outside the Company, or used, copied,
published, or summarized any Confidential information, except to the extent
otherwise permitted in this Agreement.
(g) Third-Party Information. I acknowledge that the Company has
received and in the future will receive from third parties their confidential
information subject to a duty on the Company's part to maintain the
confidentiality of such information and to use it only for certain limited
purposes. I agree that I will at all times hold all such confidential
information in the strictest confidence and not to disclose or use it, except
as necessary to perform my obligations hereunder and as is consistent with
the Company's agreement with such third parties.
(h) Third Parties. I represent that my relationship with the
Company does not and will not breach any agreements with or duties to a
former employer or any other third party. I will not disclose to the Company
or use on its behalf any confidential information belonging to others and I
will not bring onto the premises of the Company any confidential information
belonging to any such party unless consented to in writing by such party.
3. Proprietary Rights, Inventions and New Ideas.
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(a) Definition. The term "Subject Ideas or Inventions" includes
any and all ideas, processes, trademarks, service marks, inventions, designs,
technologies, computer hardware or software, original works of authorship,
formulas, discoveries, patents, copyrights, copyrightable works products,
marketing and business ideas, and all improvements, know-how, data, rights,
and claims related to the foregoing that, whether or not patentable, which
are conceived, developed or created which: (1) relate to the Company's
current or contemplated business; (2) relate to the Company's actual or
demonstrably anticipated research or development; (3) result from any work
performed by me for the Company; (4) involve the use of the Company's
equipment, supplies, facilities or trade secrets; (5) result from or are
suggested by any work done by the Company or at the Company's request, or any
projects specifically assigned to me; or (6) result from my access to any of
the Company's memoranda, notes, records, drawings, sketches, models, maps,
customer lists, research results, data, formulae, specifications, inventions,
processes, equipment or other materials (collectively, "Company Materials").
(b) Company Ownership. All right, title and interest in and to all
Subject Ideas and Inventions, including but not limited to all registrable
and patent rights which may subsist therein, shall be held and owned solely
by the Company, and where applicable, all Subject Ideas and Inventions shall
be considered works made for hire. I shall xxxx all Subject Ideas and
Inventions with the Company's copyright or other proprietary notice as
directed by the Company and shall take all actions deemed necessary by the
Company to protect the Company's rights therein. In the event that the
Subject Ideas and Inventions shall be deemed not to constitute works made for
hire, or in the event that I should otherwise, by operation of law, be deemed
to retain any rights (whether moral rights or otherwise) to any Subject Ideas
and Inventions, I agree to assign to the Company, without further
consideration, my entire right, title and interest in and to each and every
such Subject Idea and Invention.
(c) Disclosure. I agree to disclose promptly to the Company full
details of any and all Subject Ideas and Inventions.
(d)Determination of Subject Ideas and Inventions. I further agree
that all information and records pertaining to any idea, process, trademark,
service xxxx, invention, technology, computer hardware or software, original
work of authorship, design, formula, discovery, patent, copyright, product,
and all improvements, know-how, rights, and claims related to the foregoing
("Intellectual Property"), that I do not believe to be a Subject Idea or
Invention, but that is conceived, developed, or reduced to practice by the
Company (alone by me or with others) during my relationship with the Company
and for one (1) year thereafter, shall be disclosed promptly by me to the
Company. The Company shall examine such information to determine if in fact
the Intellectual Property is a Subject Idea or Invention subject to this
Agreement.
(e) Access. Because of the difficulty of establishing when any
Subject Ideas or Inventions are first conceived by me, or whether it results
from my access to Confidential Information or Company Materials, I agree that
any Subject Idea and Invention shall, among other circumstances, be deemed to
have resulted from my access to Company Materials if: (1) it grew out of or
resulted from my work with the Company or is related to the business of the
Company, and (2) it is made, used, sold, exploited or reduced to practice, or
an application for patent, trademark, copyright or other proprietary
protection is filed thereon, by me or with my significant aid, within one
year after termination of my relationship with the Company.
(f) Authorization to Company. In the event the Company is unable,
after reasonable effort, to secure my signature on any patent, copyright or
other analogous protection relating to a Subject Idea and Invention, whether
because of my physical or mental incapacity or for any other reason
whatsoever, I hereby irrevocably designate and appoint the Company and its
duly authorized officers and agents as my agent and attorney-in-fact, to act
for and on my behalf and stead to execute and file any such application,
applications or other documents and to do all other lawfully permitted acts
to further the prosecution, issuance, and enforcement of letters patent,
copyright or other analogous rights or protections thereon with the same
legal force and effect as if executed by me. My obligation to assist the
Company in obtaining and enforcing patents and copyrights for Subject Ideas
and Inventions in any and all countries shall continue beyond the termination
of my relationship with the Company, but the Company shall compensate me at a
reasonable rate after such termination for time actually spent by me at the
Company's request on such assistance.
(g) Acknowledgement. I acknowledge that there are no currently
existing ideas, processes, inventions, discoveries, marketing or business
ideas or improvements which I desire to exclude from the operation of this
Agreement. To the best of my knowledge, there is no other contract to assign
inventions, trademarks, copyrights, ideas, processes, discoveries or other
intellectual property that is now in existence between me and any other
person (including any business or governmental entity).
(h) No Use of Name. I shall not at any time use the Company's name
or any the Company trademark(s) or trade name(s) in any advertising or publicity
without the prior written consent of the Company.
4. Competitive Activity.
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(a) Acknowledgment. I acknowledge that the pursuit of the
activities forbidden by Section 4(b) below would necessarily involve the use,
disclosure or misappropriation of Confidential Information.
(b) Prohibited Activity. To prevent the above-described
disclosure, misappropriation and breach, I agree that during my relationship
and for a period of one (1) year thereafter, without the Company's express
written consent, I shall not, directly or indirectly, (i) employ, solicit for
employment, or recommend for employment any person employed by the Company
(or any Affiliate); and (ii) engage in any present or contemplated business
activity that is or may be competitive with the Company (or any Affiliate) in
any state where the Company conducts its business, unless I can prove that
any action taken in contravention of this subsection (ii) was done without
the use in any way of Confidential Information.
5. Representations and Warranties. I represent and warrant (i) that I
have no obligations, legal or otherwise, inconsistent with the terms of this
Agreement or with my undertaking a relationship with the Company; (ii) that
the performance of the services called for by this Agreement do not and will
not violate any applicable law, rule or regulation or any proprietary or
other right of any third party; (iii) that I will not use in the performance
of my responsibilities for the Company any confidential information or trade
secrets of any other person or entity; and (iv) that I have not entered into
or will enter into any agreement (whether oral or written) in conflict with
this Agreement.
6. Termination Obligations.
-----------------------
(a) Upon the termination of my relationship with the Company or
promptly upon the Company's request, I shall surrender to the Company all
equipment, tangible Proprietary Information, documents, books, notebooks,
records, reports, notes, memoranda, drawings, sketches, models, maps,
contracts, lists, computer disks (and other computer-generated files and
data), any other data and records of any kind, and copies thereof
(collectively, "Company Records"), created on any medium and furnished to,
obtained by, or prepared by myself in the course of or incident to my
relationship with the Company, that are in my possession or under my control.
(b) My representations, warranties, and obligations contained in
this Agreement shall survive the termination of my relationship with the
Company.
(c) Following any termination of my relationship with the Company,
I will fully cooperate with the Company in all matters relating to my
continuing obligations under this Agreement.
(d) I hereby grant consent to notification by the Company to any
of my future employers or companies I consult with about my rights and
obligations under this Agreement.
(e) Upon termination of my relationship with the Company, I will
execute a Certificate acknowledging compliance with this Agreement in the
form reasonably requested by the Company.
7. Injunctive Relief. I acknowledge that my failure to carry out any
obligation under this Agreement, or a breach by me of any provision herein,
will constitute immediate and irreparable damage to the Company, which cannot
be fully and adequately compensated in money damages and which will warrant
preliminary and other injunctive relief, an order for specific performance,
and other equitable relief. I further agree that no bond or other security
shall be required in obtaining such equitable relief and I hereby consent to
the issuance of such injunction and to the ordering of specific performance.
I also understand that other action may be taken and remedies enforced
against me.
8. Modification. No modification of this Agreement shall be valid
unless made in writing and signed by both parties.
9. Binding Effect. This Agreement shall be binding upon me, my
heirs, executors, assigns and administrators and is for the benefit of the
Company and its successors and assigns.
10. Governing Law. This Agreement shall be construed in accordance
with, and all actions arising under or in connection therewith shall be governed
by, the internal laws of the State of New York without reference to conflict of
law principles.
11. Integration. This Agreement sets forth the parties' mutual rights
and obligations with respect to proprietary information, prohibited
competition, and intellectual property. It is intended to be the final,
complete, and exclusive statement of the terms of the parties' agreements
regarding these subjects. This Agreement supersedes all other prior and
contemporaneous agreements and statements on these subjects, and it may not
be contradicted by evidence of any prior or contemporaneous statements or
agreements. To the extent that the practices, policies, or procedures of the
Company, now or in the future, apply to myself and are inconsistent with the
terms of this Agreement, the provisions of this Agreement shall control
unless changed in writing by the Company.
12. Not Employment. This Agreement is not an employment agreement as I
am an independent consultant. I understand that the Company may terminate my
association with it at any time, with or without cause, subject to the terms
of any separate written consulting agreement executed by a duly authorized
officer of the Company.
13. Construction. This Agreement shall be construed as a whole,
according to its fair meaning, and not in favor of or against any party. By
way of example and not limitation, this Agreement shall not be construed
against the party responsible for any language in this Agreement. The
headings of the paragraphs hereof are inserted for convenience only, and do
not constitute part of and shall not be used to interpret this Agreement.
14. Attorneys' Fees. Should either I or the Company, or any heir,
personal representative, successor or permitted assign of either party,
resort to legal proceedings to enforce this Agreement, the prevailing party
(as defined in California statutory law) in such legal proceeding shall be
awarded, in addition to such other relief as may be granted, attorneys' fees
and costs incurred in connection with such proceeding.
15. Severability. If any term, provision, covenant or condition of this
Agreement, or the application thereof to any person, place or circumstance,
shall be held to be invalid, unenforceable or void, the remainder of this
Agreement and such term, provision, covenant or condition as applied to other
persons, places and circumstances shall remain in full force and effect.
16. Rights Cumulative. The rights and remedies provided by this
Agreement are cumulative, and the exercise of any right or remedy by either
the Company or me (or by that party's successor), whether pursuant hereto, to
any other agreement, or to law, shall not preclude or waive that party's
right to exercise any or all other rights and remedies. This Agreement will
inure to the benefit of the Company and its successors and assigns.
17. Nonwaiver. The failure of either the Company or me, whether
purposeful or otherwise, to exercise in any instance any right, power or
privilege under this Agreement or under law shall not constitute a waiver of
any other right, power or privilege, nor of the same right, power or
privilege in any other instance. Any waiver by the Company or by me must be
in writing and signed by either myself, if I am seeking to waive any of my
rights under this Agreement, or by an officer of the Company (other than me)
or some other person duly authorized by the Company.
18. Notices. Any notice, request, consent or approval required or
permitted to be given under this Agreement or pursuant to law shall be
sufficient if it is in writing, and if and when it is hand delivered or sent
by regular mail, with postage prepaid, to my residence (as noted in the
Company's records), or to the Company's principal office, as the case may be.
19. Agreement to Perform Necessary Acts. I agree to perform any
further acts and execute and deliver any documents that may be reasonably
necessary to carry out the provisions of this Agreement.
20. Assignment. This Agreement may not be assigned without the
Company's prior written consent.
21. Compliance with Law. I agree to abide by all federal, state,
and local laws, ordinances and regulations.
22. Acknowledgment. I acknowledge that I have had the opportunity to
consult legal counsel in regard to this Agreement, that I have read and
understand this Agreement, that I am fully aware of its legal effect, and
that I have entered into it freely and voluntarily and based on my own
judgment and not on any representations or promises other than those
contained in this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the dates set forth below.
CAUTION: THIS AGREEMENT CREATES IMPORTANT OBLIGATIONS OF TRUST AND AFFECTS THE
CONSULTANT'S RIGHTS TO INVENTIONS AND OTHER INTELLECTUAL PROPERTY THE CONSULTANT
MAY DEVELOP.
Dated: __________
Consultant Signature
Xxxxxxx Xxxx, Executive Vice President
For XxxxXxx.xxx Inc.
CathayOnline Inc.
By:
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Name:
-----------------------------------
Title: ______
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* For purposes of this Agreement, "Affiliate" shall mean any person or entity
that shall directly or indirectly controls, is controlled by, or is under common
control with the Company.
