Exhibit 10.3
CONSULTING AGREEMENT
Millenium Holding Group, Inc. ("Millenium") hereby enters into a Consulting
Agreement with Intelligent Optical Systems, Inc. ("IOS(R)"). Both parties agree
to be bound by the following terms.
1. Terms of Contracting
a) This Consulting Agreement will be effective starting from the latest
date of signature of either party in this Agreement, terminable by
either party in writing with thirty days notice.
b) IOS(R) will provide consulting services to Millenium under the
guidance of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ particularly but not exclusively in the
area of an analysis of the ultrasonic probe patent held by Millenum
and providing productization ideas and concepts for said probe. All
instructions to IOS(R) shall be in writing. All verbal instructions
shall be documented. IOS(R) will provide a written report of its
conclusions, ideas and concepts to Millenium on or before the 15th day
of the following month.
c) Millenium will compensate IOS(R)at its usual hourly rates, not to
exceed $10,000 per month in consideration of the service to be
performed, payable within two weeks following presentation by IOS(R)of
an invoice describing work performed, date(s), number of hours and
total amount. In addition, Millenium will reimburse IOS(R)any
pre-approved and reasonable expenses, including travel, which are
authorized in writing in advance. At any time that the monthly billing
reaches an amount of $9,000, IOS(R)shall advise Millenium and will not
incur fees in excess of $10,000 total for that month without the
express written consent of Millenium. Millenium shall pay an initial
retainer fee of $10,000 upon execution of this Agreement which shall
be refunded promptly upon termination of this Agreement unless applied
to any outstanding balance due to IOS(R). Millenium will only be
invoiced each month for services that have been provided by IOS(R)up
to $10,000, unless authorized by Millenium. If no services are
provided by IOS(R)in a given month no fees will be charged.
d) The parties hereto shall supply a Mutual Non-Disclosure Agreement
(Exhibit A) which shall be binding upon each of them.
e) Millenium will secure written permission from IOS(R) prior to using
IOS(R)'s name in any press release or other public communication.
f) For purposes of this agreement, any receipted communication by email
or facsimile will be deemed to be a written communication.
2. Non-Disclosure and Secrecy of Company Information
The parties will hold in strictest confidence, and not disclose, reproduce,
publish, or use, in any manner either during or subsequent to the effective
period of this Agreement, without the express authorization of an officer
of the disclosing party any information, manufacturing technique, process,
formula, concept, development or experimental work, work in process,
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business performance, trade secret, or any other matter relating to the
past, current and future products, sales, or business of that party or its
affiliates or customers, except when such use may be required directly in
connection with this agreement.
3. Communication of Information and Inventions
IOS(R) will disclose promptly and fully to Millenium in writing or by other
suitable means all concepts, inventions and improvements related to the
current or demonstratively anticipated business of Millenium made or
conceived by IOS(R), either solely or in collaboration with others, during,
or as a result of, performing the consulting service for Millenium.
4. Pursuance and Assignment of Inventions
a) IOS(R) will keep and maintain adequate and current records of all
above concepts, inventions, improvements, and results of the
consulting service in written and understandable form. Such records
are the property of, and at all times shall remain available to
Millenium until the reassignment of such ownership by Millenium. Upon
the request of Millenium or termination of this Agreement, IOS(R)
shall deliver exclusively to Millenium and not retain any or all of
the above records.
b) All intellectual properties, including inventions, improvement,
concepts, designs, computer software, or publications, made or
conceived by IOS(R), as a result of, or while providing consulting
services for Millenium either solely or in collaboration with others,
and whether or not patented or copyrighted, shall become and remain
the property of Millenium, its successors or assignees.
c) IOS(R), at the request and expense of Millenium, will assist Millenium
in any lawful manner in pursuance of protections of the above
intellectual properties, including but not limited to patent and
copyright protections. IOS(R) will execute all assignment documents,
assist and cooperate with Millenium in any legal proceedings in
pursuance of such protections. Should the services of IOS(R) be
requested for such a purpose after termination of this Agreement with
Millenium, IOS(R) will be compensated at the same rate prevailing at
the time of termination of the Agreement.
5. Disclosure and Conflicts of Interest
IOS(R) is unaware of any contemplated, past or existing activity, interest
or relationship that could impair its objectivity, judgment or
effectiveness while contracting for Millenium, or that which could pose
competition, threat or damage to Millenium's business.
6. Termination
This Agreement may be terminated by either party upon giving 30 day written
notice to the other. However, all provisions related to intellectual
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property ownership and confidentiality shall continue in full force and
effect notwithstanding such termination.
7. Disputes
Any dispute arising out of or in connection with this contract, including
any question regarding its existence, validity or termination, shall be
referred to and finally resolved by the Superior Court of Los Angeles
County. The governing law of the contract shall be the substantive law of
California. This provision shall not prohibit either party from obtaining
injunctive relief pending arbitration, and arbitration shall be completed
before any complaint is filed with any governmental agency or labor
department. In any action brought to enforce any provision of this
contract, the losing party shall pay the prevailing party's reasonable
attorney fees and costs.
The undersigned agrees to serve as a Consultant to Millenium under the terms
described above.
Millenium Holding Group, Inc.
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By Date
Intelligent Optical Systems, Inc.
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By Manager, Contracts and Administration Date
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