Item 6 Attachment 10.3 Consulting Agreement with August X. XxXxxx, dated as of
April 16, 2007
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT effective April 16, 2007 (the "Effective
Date"), by and between CDEX, Inc., a Nevada corporation (the "Company") and
August X. XxXxxx (the "Consultant").
WITNESSETH:
WHEREAS, the Company desires to obtain from Consultant advice and
services relating to financial aspects of company operations, including but not
limited to fund raising activities, financial forecasts and SEC document
preparation (hereinafter "Financial Services"); and
WHEREAS, Consultant has the expertise and is willing and able to
provide such services.
NOW, THEREFORE, in consideration of the foregoing and the promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1) Consultancy. The Company hereby engages the Consultant as a general
business consultant with respect to the Financial Services, and the
Consultant hereby accepts such employment.
2) Scope of Services. Consultant's services to be provided hereunder
shall include the analysis and preparation of financial plans,
forecasts, and budgets for the Company's business and such other
services as may be requested from time to time by the Company and
accepted by the Consultant.
3) Initial Term. The Initial Term of this Agreement shall extend for a
period of five (5) months from the Effective Date, and may be renewed
on the mutual agreement of both parties.
4) Compensation. Consultant will receive seventy five thousand (75,000)
fully vested stock options issued pursuant to the Company's 2003 Stock
Option Plan. The price of such options is the price of the Company's
stock at the closing of the Effective Date of this Agreement. If not
exercised, such stock options will expire five (5) years from the
Effective Date of this Agreement. To be reimbursable, any reasonable
business expenses incurred by Consultant in the performance of this
Agreement must be approved in advance and in writing by the Company.
5) Independent Contractor. Consultant's performance of services hereunder
shall be as an independent contractor and not as an employee of the
Company. Consultant shall not be entitled to any of the Company
employee fringe benefits, nor shall Consultant be considered an
employee of the Company within the meaning or application of any
Company employee benefits program now or hereafter in effect.
6) Warranties of Consultant. Consultant warrants that the services to be
performed hereunder shall be accomplished in a professional manner,
consistent with the standards of the profession for comparable work
and/or services. Consultant shall not have the right to subcontract or
assign all or any part of its obligations hereunder to any third party
without the prior written consent of the Company.
7) Confidentiality. Consultant shall exercise the reasonable care and
diligence of a fiduciary in preventing and safeguarding against
disclosures to any person any information or data relating, directly
or indirectly, to the services to be provided hereunder or otherwise
relating to the business of the Company or any associate company
thereof (whether disclosed before or after the effective date of this
Agreement), without the Company's prior written permission.
8) Return of Contract Materials. Upon the expiration or termination of
this Agreement, no matter how occasioned, Consultant shall promptly
deliver to the Company all reports, papers, files, plans,
specifications, inventions, programs, enhancements and other data,
documentation or items of work, or portions thereof, whether complete
or incomplete, generated by Consultant, by the Company or any of its
associate companies, or otherwise disclosed to Consultant, pursuant to
Consultant's performance hereunder (hereinafter referred to as
"Contract Materials"). All such Contract Materials shall be the
property of the Company and, upon request, Consultant shall execute
any documentation that may be reasonably necessary to confirm the
Company's full ownership of all such Contract Materials, and any
information or intellectual property contained therein.
9) Covenant Not to Compete.
a. Consultant agrees that during the Initial Term hereof and for a
period of two years after the termination or expiration of this
Agreement (the "Restricted Period"), Consultant will not,
directly or indirectly, by or for itself or in conjunction with
any other person, company, association, partnership, corporation
or other entity (a "Consultant Entity") own, manage, operate,
control or otherwise engage or participate in, whether as a
proprietor, partner, stockholder, director, officer, "Key Person"
(defined herein to mean any person who is employed in a
management, executive, supervisory, marketing or sales capacity
or consultant) any business which competes, directly or
indirectly, with the business which the Company is engaged in or
plans to engage in as of the date of the termination or
expiration of this Agreement.
b. Consultant acknowledges and agrees that the territorial and time
limitations set forth in this section are reasonable and properly
required for the adequate protection of the existing and proposed
future business of the Company.
10) Miscellaneous.
a. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.
b. Parties in Interest; Assignment. This Agreement shall be binding upon
and shall inure to the benefit of the parties, their respective heirs,
representatives, successors and assigns. No party may assign its
rights hereunder without the written consent of the other.
c. Headings. The section headings contained herein are for convenience
only and shall not affect the construction hereof.
d. Entire Agreement. This Agreement constitutes the entire agreement
between the parties pertaining to the subject matter contained herein
and supersedes all prior and contemporaneous agreements,
representations and understandings of the parties. No supplement,
modification or amendment of this Agreement shall be binding unless
executed in writing by all parties hereto. No waiver of the provisions
of this Agreement shall be deemed, or shall constitute, a waiver of
any other provision, whether or not similar, nor shall any waiver
constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver.
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e. Multiple Copies. This Agreement may be executed simultaneously in one
or more counterparts, each of which shall be deemed an original, but
all of which taken together shall constitute one and the same
instrument.
f. Notices. All notices, requests and demands shall be in writing and
mailed postage pre-paid by certified or registered mail, with return
receipt requested, or personally delivered to the respective parties
as follows:
To the Company: CDEX, Inc.
Attn: Chief Executive Officer
0000 Xxxxx Xxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxxxx 00000
To Consultant: August X. Xxxxxx
0000 Xxxx Xxxxxxx xx Xxxxxxxxx
Xxxxxx, Xxxxxxx 00000
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the day and year first above written.
COMPANY
By: _________________________
Title: _________________________
___________________________________
(Name)
CONSULTANT
By: _________________________
Title: _________________________
___________________________________
(Name)
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