Consulting Agreement
Consulting Agreement (the "Agreement") dated as of June 30, 1997 between UTG
Communications (Europe) A.G., with offices at Xxxxxxxxxxxxx 00, Xxxxxxxx 0000,
Xxx, Xxxxxxxxxxx ("Company") and Telepath, Ltd. with offices at
______________BVI ("Consultant").
Company desires to engage Consultant to provide the services of Xxxxx Xxxx
("KR") outside the United States to perform services for Company and any present
or future non United States parent, subsidiary, or affiliate of the Company,
(collectively called the "UTG Companies") and Consultant desires to perform such
services, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and covenants set forth
herein and for other good and a valuable considerations, the receipt and
sufficiency of which are hereby acknowledged.
SECTION 1. Term
Company agrees to retain Consultant, and Consultant agrees to serve, on
the terms and conditions of this Agreement for a period commencing July 7, 1997
(the "Commencement Date") and ending on July 7, 2000, or such shorter period as
may be provided for herein.
The period during which Consultant is retained hereunder is hereinafter referred
to as the "Consulting Period".
SECTION 2. Duties and Services
During the Consulting Period, Consultant shall provide the services of KR
for up to 40% of his business time to perform such duties as Company may request
and require.
SECTION 3. Compensation
Fee. Company shall pay Consultant, during the Consulting Period, an annual
consulting fee of $80,000 ("Fee"), payable in equal, bi-weekly installments in
U.S. dollars. The parties agree that Consultant is acting as an independent
contractor and that Consultant is solely responsible for the payment of all
taxes with respect to the Fee.
SECTION 4. Expenses
Consultant shall be entitled to reimbursement within thirty (30) days for
reasonable travel and other out-of-pocket expense necessarily incurred in the
performance of its duties hereunder, upon submission and approval of written
statements and bills in accordance with the regular procedures of the Company.
SECTION 5. Representations and Warranties of Consultant
Consultant represents and warrants to Company that (a) neither Consultant
nor KR is under any contractual or other restriction or obligation which is
inconsistent with the execution of this Agreement, the performance of its duties
hereunder, or the other rights of the Company hereunder and (b) KR is under no
physical or mental disability that would hinder his performance of duties under
this Agreement.
SECTION 6. Patents, Etc.
Any interest in patents, patent applications, inventions, technological
innovations, copyrights, copyrightable works, developments, discoveries,
designs, and processes related to the business of Company ("Such Inventions")
which shall belong to Company as soon as Consultant owns, conceives of, or
develops any Such Invention, it agrees immediately to communicate such fact in
writing to the Secretary of Company, but at Company's expense, forthwith upon
request of the Company, Consultant shall execute all such assignments and other
documents (including applications for patents, copyrights, trademarks, and
assignments thereof) and take all such other action as the Company may
reasonably request in order (a) to vest in the Company all Consultant's; right,
title, and interest, pledges, charges, and encumbrances ("Liens") and (b), if
patentable or copyrightable, to obtain patents or copyrights (including
extensions and renewals) therefore in any and all countries in such name as the
company shall determine.
SECTION 7. Confidential Information
All confidential information (including, without limitation, trade
secrets, know how, proprietary information, price lists, marketing plans and
customer lists), which Consultant may now possess, may obtain during or after
the Consulting Period, or may create prior to the end of the Consulting Period
relating to the business of Company or of any customer or supplier of Company
shall not be published, disclosed, or made accessible by Consultant to any other
person, firm, or corporation either during or after the termination of his
employment or used by him except during the Consulting Period for the benefit of
Company without the prior written permission of Company. Consultant shall return
all tangible evidence of such confidential information to Company prior to or at
the termination of its services.
SECTION 8. Termination
This Agreement shall terminate on the date that the employment of KR by
UTG Communications International Inc. ("UTG") occurs. As of such date, Company
shall have no continuing obligations to Consultant under this Agreement except
for accrued obligations through the date of termination. If termination by UTG
requires the payment of an additional six months salary to KR under the
Employment Agreement, then in such event Consultant shall be entitled to the
payment of an additional six months of consulting fees under this Agreement.
SECTION 9. Modification
This Agreement sets forth the entire understanding of the parties with
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respect to the subject matter hereof, supersedes all existing agreements between
them concerning such subject matter, and may be modified only by a written
instrument duly executed by each party.
SECTION 10. Notices
Any notices or other communication required or permitted by this Agreement
shall be sufficiently given if delivered in person, by courier, or if sent by
registered or certified mail, postage prepaid, return receipt requested, or by
Express Mail, or similar overnight delivery service, or by facsimile
transmission (followed by telephone communication and hard copy), at the address
set forth in the preamble to this Agreement (or to such other address as the
party shall have furnished in writing in accordance with the provisions of this
Section 14). Any such notice or communication shall be deemed given (1) if sent
by certified or registered mail, return receipt requested, postage prepaid, five
calendar days after being deposited in the United States mail, postage prepaid;
(2) if sent by Express Mail, Federal Express or similar overnight delivery
service for next Business Day delivery, the next Business Day after being
entrusted to such service, with delivery charges prepaid or charged to the
sender's account; (3) if sent by facsimile transmission, on the date sent and
(4) if delivered in person, by courier, on the date of delivery.
SECTION 11. Waiver
Any waiver by either party of a breach of any provision of this Agreement
shall not operate as or be construed to be a waiver of any other breach of such
provision or of any breach of any other provision of this Agreement. The failure
of a party to insist upon strict adherence to any term of this Agreement on one
or more occasions shall not be considered a waiver or deprive that party of the
right thereafter to insist upon strict adherence to that term or any other term
of this Agreement. Any waiver must be in writing.
SECTION 12. Binding Effect
Consultant's right and obligations under this Agreement shall not be
transferable by assignment or otherwise, such rights shall not be subject to
commutation, encumbrance, or the claims of Consultant's creditors, and any
attempt to do any of the forgoing shall be void. The provisions of this
Agreement shall be binding upon and inure to the benefit of Consultants and his
heirs and personal representatives and shall be binding upon and inure to the
benefit of the Company and its successors.
SECTION 13. Headings.
The headings in this Agreement are solely for the convenience of reference
and shall be given no effect in the construction or interpretation of this
Agreement.
SECTION 14. Counterparts, Governing Law
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This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. This Agreement shall be governed by and construed
in accordance with the laws of Switzerland, without giving effect to any
conflict of laws rule which would have the substantive law of any other state or
country apply to the subject matter hereof.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first above written.
UTG Communications (Europe) A.G.
by: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx, President
Telepath, Ltd
By: /s/ Xxxxx Xxxx
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