Exhibit 10.2
AGREEMENT
This Agreement is made and entered into as of this 10th day of February, 2005,
by and between American Defense International, Inc., a government relations,
consulting, and international business development firm having its principal
office at 0000 Xxx Xxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 0000X ("ADI") and
Integrated Micrometallurgical Systems, Inc., having its principal
office at X.X. Xxx 00000 Xxxxxxx, XX 00000-0000 ("IMS").
W I T N E S S E T H
WHEREAS, ADI wishes to provide government relations, consulting, and business
development services; to IMS and
WHEREAS, IMS wishes to obtain the services of ADI as set forth in accordance
with this agreements
NOW THEREFORE, in consideration of the foregoing recitals and the mutual
covenants, terms, conditions, and agreements hereafter provided, the parties
mutually agree as follows:
1. Effective Date. This Agreement shall take effect on March 1, 2006 and shall
continue through February 28, 2008. Following the expiration of the initial
term hereof, this Agreement shall automatically be renewed for successive one
(1) year terms, unless either party gives the other written notice of intent
not to renew at least thirty (30) days prior to the expiration of the then-
existing term.
2. Services and Compensation. ADI shall provide TIER II consulting and
business development services to IMS. IMS and ADI shall agree as to the nature
and extent of the services to foe provided. ADI will organize a "strategic
roadmap" meeting with ADI-IMS team.
As compensation for its services, IMS agrees to pay $30,000 annually, payable
in equal monthly installments of $2,500 per month for the services of ADI. Such
payment shall be due on the first day of each month beginning on February 1,
2006.
In addition, once ADI is successful in securing, either directly or indirectly,
government funding and/or sales for INS, IMS agrees to increase its monthly
retainer to a mutually agreed upon figure by IMS and ADI with a goal of
eventually moving to TIER I service and fee structure.
In addition, if ADI is successful in securing government or non-government
sales for IMS, IMS agrees to pay ADI 3%; of any resulting transaction.
The parties understand and agree that any and all compensation paid
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to ADI will not be paid out of U.S. government appropriated funds. All
fees and bonuses paid to ADI by IMS shall come out of IMS' profits and/or
general operating funds, and it is the intention of the parties to be in full
compliance with 31 USC sections l350 through 1352.
3. Expenses. IMS will reimburse ADI for all reasonable pre-approved expenses
made in the performance of its duties under this Agreement. Routine
reimbursable disbursement will include messenger service, telephone calls,
transportation, meals, lodging, and travel.
4. Indemnification. IMS shall indemnify and hold ADI harmless from and
against any and all liability lose, damage, cost or expense (including
reasonable attorney's fees) resulting from the acts or omissions, negligence or
intentional wrongdoing of IMS. ADI shall indemnify and hold IMS harmless from
and against any and all liability, loco, damage, coat or expense (including
reasonable attorney's fees) resulting from the acts or omissions,, negligence
or intentional wrongdoing of ADI.
5. Independent Contractor. ADI will act as an independent contractor in the
performance of its duties under this Agreement, ADI is not responsible for the
acts of IMS or representations made by IMS upon which ADI acts in providing
services under this Agreement. The Parties are independent from each other, and
no Party shall have the right to enter into any obligation whatsoever on behalf
of the other Party, unless expressly authorized in advance. Neither Party
shall be held responsible for the other Party's actions.
6. Assignment. This agreement way not be assigned by IMS or ADI without the
prior written consent of both parties'.
7. Non-Disclosure. ADI agrees to hold all IMS proprietary information and
intellectual property in trust and confidence. ADI agrees not to publish,
disseminate, or disclose such information without the prior consent of IMS.
8. Applicable Law. This Agreement shall be construed, interpreted, and
governed by and in accordance with the laws of the District of Columbia without
regard to the principles of conflicts of laws.
9. Notices. Notices shall be sent to the parties at the addresses first set
forth above. Any person to whom notice may be given hereunder may from time to
time change said address by written notice through the U.S. mail service or
equivalent service such as Federal Express.
10. Severability. If a court of competent jurisdiction declares that any term
or provision of this agreement is invalid or unenforceable then: 1) the
remaining terms and provisions shall be unimpaired, and 2) the invalid or
unenforceable term or provision shall be deemed replaced by a term or provision
that is valid and enforceable and that comes closest to expressing the
intention of the invalid or unenforceable terms or provisions.
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11. Entire Agreement. This Agreement constitutes the entire agreement among
the parties with respect to the matters contained herein. Any modification or
amendment to this Agreement must be made only by written mutual consent of both
parties.
IN WITSESS WHEREOF, the parties have executed this Agreement, the day, month,
and year first above written.
Integrated Micrometallurgical Systems, Inc.
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
President
American Defense International, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President
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