Consulting Agreement
This Agreement is made effective as of September 21, 2000, by and
between View Systems, Inc., of 0000 Xxxxxx Xxxx, Xxxxx X, Xxxxxxxx, Xxxxxxxx
00000, and L Than, 00000 XxxxXxxxx Xxxxxx, Lookout Mnt. , CO
In this Agreement, the party who is contracting to receive services shall be
referred to as "View", and the party who will be providing the services shall be
referred to as "L Than".
L Than has a background in corporate development and business relationships.
View desires to have services provided by L Than.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. L Than has been performing and shall
perform the following services for View: business consulting.
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be
performed and the specific hours to be worked by L Than shall be determined by L
Than. View will rely on L Than to work as many hours as may be reasonably
necessary to fulfill L Than's obligations under this Agreement. L Than will
report to Xxxxxxxxx Xxxxxx, our Director of Administration and Comptroller,
during her engagement.
3. PAYMENT. View grants L Than 100,000 shares1 of common stock. View
agrees to register for resale, at its expense, the shares in an S8 registration
or its next primary and/or secondary registration of securities pursuant to the
Securities Act of 1933, as amended. This registration obligation includes View's
obligation to (i) use its best efforts to register or qualify the shares
acquired under state securities or blue sky laws of such jurisdictions as L Than
shall reasonably request and do any and all other acts and things which may be
necessary or advisable to enable L Than to consummate the proposed sale,
transfer or other disposition of such securities in any jurisdiction; and (ii)
furnish to L Than any prospectus included in any such registration statement,
and all amendments and supplements to such documents, in each case as soon as
available and in such quantities as L Than may from time to time reasonably
request.
4. NEW PROJECT APPROVAL. L Than and View recognize that L Than's
Services will include working on various projects for View. L Than shall obtain
the approval of View prior to the commencement of a new project.
5. TERM/TERMINATION. This Agreement may be terminated by either party
upon 30 days
________________________________
1 These are for the work done in the year 2000 in lieu of Salary
notice to the other party.
6. RELATIONSHIP OF PARTIES. It is understood by the parties that L Than
is an independent contractor with respect to View, and not an employee of View.
View will not provide fringe benefits, including health insurance benefits, paid
vacation, or any other employee benefit, for the benefit of L Than.
7. DISCLOSURE. L Than is required to disclose any outside activities or
interests, including ownership or participation in the development of prior
inventions, that conflict or may conflict with the best interests of View.
Prompt disclosure is required under this paragraph if the activity or interest
is related, directly or indirectly, to:
- a product or product line of View
- a manufacturing process of View
- a customer or potential customer of View
- a product or system design of View
- a distributor, reseller or OEM of View
8. INDEMNIFICATION. L Than agrees to indemnify and hold View harmless
from all claims, losses, expenses, fees including attorney fees, costs, and
judgments that may be asserted against View that result from the acts or
omissions of L Than, L Than's employees, if any, and L Than's agents.
9. ASSIGNMENT. L Than's obligations under this Agreement may not be
assigned or transferred to any other person, firm, or corporation without the
prior written consent of View.
10. NONSOLICITATION. During the term of this Agreement, and for 12
months thereafter, L Than shall not solicit or hire View's employees to work for
it, nor shall he solicit View's customers to sell products substantially similar
to View's products. During the term of this Agreement, and for 12 months
thereafter, L Than shall not compete, directly or indirectly with View, in
producing, selling and distributing products that are substantially similar to
View's products.
11. CONFIDENTIALITY. View recognizes that L Than has and will have the
following information:
- inventions
- products
- prices
- costs
- discounts
- future plans
- business affairs
- trade secrets
- technical information
- customer lists
- product design information
- copyrights
and other proprietary information (collectively, "Information") which are
valuable, special and unique assets of View and need to be protected from
improper disclosure. In consideration for the disclosure of the Information, L
Than agrees that he will not at any time or in any manner, either directly or
indirectly, use any Information for L Than's own benefit, or divulge, disclose,
or communicate in any manner any Information to any third party without the
prior written consent of View. L Than will protect the Information and treat it
as strictly confidential. A violation of this paragraph shall be a material
violation of this Agreement.
12. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that L Than
has disclosed (or has threatened to disclose) Information in violation of this
Agreement, View shall be entitled to an injunction to restrain L Than from
disclosing, in whole or in part, such Information, or from providing any
services to any party to whom such Information has been disclosed or may be
disclosed. View shall not be prohibited by this provision from pursuing other
remedies, including a claim for losses and damages.
13. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions
of this Agreement shall remain in full force and effect after the termination of
this Agreement.
14. RETURN OF RECORDS. Upon termination of this Agreement, L Than shall
deliver all records, notes, data, memoranda, models, and equipment of any nature
that are in L Than's possession or under L Than's control and that are View's
property or relate to View's business.
15. NOTICES. All notices required or permitted under this Agreement
shall be in writing and shall be deemed delivered when delivered in person or
deposited in the United States mail, postage prepaid, addressed as follows:
IF for View:
View Systems, Inc.
Xxxxxxx Than, President
0000 Xxxxxx Xxxx, Xxxxx X
Xxxxxxxx, Xxxxxxxx 00000
IF for L Than:
L Than
22454 HillCrest
Lookout Mnt., CO 80401
Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.
16. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
17. AMENDMENT. This Agreement may be modified or amended if the
amendment is made in writing and is signed by both parties.
18. SEVERABILITY. If any provision of this Agreement shall be held to
be invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provision of
this Agreement is invalid or unenforceable, but that by limiting such provision
it would become valid and enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
19. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce
any provision of this Agreement shall not be construed as a waiver or limitation
of that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
20. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of Maryland.
Party receiving services:
View Systems, Inc.
Xxxxxxx Than
President & CEO
By: ____________________________________________________
Party providing services:
____________________________________________________
L Than
