EXHIBIT 10.91
CONSULTING CONTRACT
-------------------
This Consulting Contract ("CONTRACT") is made and entered as of the 3rd
day of October, 2003 ("EFFECTIVE DATE"), by and between Ultrastrip Systems,
Inc., having an address of 0000 XX Xxxxxx Xxxxxxx, Xxxxxx, XX 00000 ("COMPANY")
and Xxxxxx XxXxxxx, having an address of 0000 XX Xx. Xxxxx Xxxx., Xxxxxx, XX
00000 ("CONSULTANT").
WHEREAS:
A. Company and Consultant entered into that certain Employment Agreement dated
as of January 1, 2001 ("EMPLOYMENT AGREEMENT"), and Company and Consultant
desire to terminate the Employment Agreement.
B. As of the Effective Date, Company desires to retain Consultant solely as an
independent consultant pursuant to this Contract, and Consultant desires to
provide services for Company on an independent consulting basis pursuant to this
Contract.
C. Consultant will in his position as Consultant, and, in particular, in
developing proprietary technology for Company, have access to confidential and
highly sensitive business information and trade secrets, including, without
limitation, information concerning Company's proprietary technology and
intellectual property, both patented and under development. As a material
inducement for Company to enter into this Contract, Consultant will agree to the
restrictions set forth herein concerning competition with, and confidential
information of, Company.
WITNESSETH:
That for and in recognition of the good and valuable consideration exchanged by
and between the parties, the receipt and sufficiency of which is hereby
acknowledged, and the mutual covenants set forth below, and intending to be
bound legally, Consultant and Company agree as follows:
1. RECITATIONS. The foregoing recitals are true and correct and
are hereby incorporated by reference.
2. TERMINATION OF EMPLOYMENT; RETENTION AS CONSULTANT. As of the
Effective Date:
a. Company and Consultant hereby terminate the
Employment Agreement. Consultant hereby waives its
right to salary, bonuses and other benefits under the
Employment Agreement that Company has not paid,
including, without limitation, all unpaid salary
deferred under the Employment Agreement and all
unpaid bonuses.
b. Company retains Consultant as a consultant to
provide, and Consultant agrees to provide, the
consulting services set forth in Section 3 hereof.
1
3. CONSULTING SERVICES. During the Term (defined below):
a. Consultant shall provide consulting services and
advise Company with respect to: (i) product
development; and (ii) existing and new technology, to
enhance the product line of Company.
b. Consultant shall, in his reasonable discretion to the
extent he determines such advice is necessary or
appropriate, provide consulting services and advise
Company with respect to: (i) management, marketing,
customer relations and manufacturing alliances; and
(ii) the development of new markets, to enhance the
product line of Company.
c. Consultant shall report and provide his consulting
advice directly to Company's Chief Executive Officer
("CEO") or such other corporate officer(s) as
directed by the CEO, on a regular basis and as
requested. Upon request of the CEO or Board of
Directors of the Company ("BOARD"), Consultant shall
also report to the Board.
d. Consultant is an independent contractor and not an
employee of Company. Accordingly, Consultant:
(i) shall not: (A) have the authority to enter
into any agreement or arrangement of any
nature (1) on behalf of Company; or (2) that
would bind Company; or (3) that would commit
Company to expend any funds; or (B) hold
himself out as authorized to negotiate,
approve, or enter into any agreement or
arrangement on behalf of Company, or as
having any position with Company other than
an independent consultant of Company;
except, and only to the extent, he has the
express prior written consent of the CEO
granting him such authority as to a
particular contract, agreement or
arrangement, in which case his authority
shall not extend beyond the scope of such
authority stated in the CEO's written
consent nor shall it extend beyond the
contract, agreement or arrangement and
parties indicated in such prior written
consent; and
(ii) shall be solely responsible for the manner
and method of the performance of the
services hereunder and his own expenses,
except to the extent expenses are
specifically stated herein as reimbursable
by Company.
4. TERM.
a. Subject to the later provisions of this Contract,
Consultant's retention is for a term of three (3)
years commencing on the Effective Date and expiring
on the third year's anniversary thereof ("THIRD
ANNIVERSARY").
b. After each year's anniversary of the Effective Date
(each, an "ANNIVERSARY"), the Board of Directors of
Company ("BOARD") shall evaluate Consultant's
performance with Consultant under this Contract,
which evaluation shall include how Consultant's
services provided hereunder have advanced the Company
and its business and an evaluation of the working
relationship between the Consultant and the CEO. If
the Board shall determine, based on such evaluation,
that it is in the best interests of Company to
terminate this Contract, then the Board may terminate
this Contract and notify Consultant thereof in
writing within thirty (30) days after the end of such
Anniversary.
2
c. If Consultant remains engaged under this Contract on
the Third Anniversary, and if as of the Third
Anniversary the Company's earnings before interest
and taxes ("EBIT") for the Company's fiscal quarter
immediately preceding the Third Anniversary is at
least three million dollars ($3,000,000), then this
Contract may be renewed at the option of Consultant
for an additional period of twelve months. Consultant
and Company acknowledge that the EBIT requirement in
the preceding sentence is not a performance
requirement for Consultant, who is not an employee of
Company, but is only an objective standard against
which it is agreed that Company will measure its
ability to afford renewal of this Contract. The
determination of EBIT shall be made by the Board
based on the Company's financial statements prepared
for its quarterly report to shareholders.
d. The period from the Effective Date of this Contract
until its termination or expiration is herein
referred to as the "TERM".
5. COMPENSATION.
a. Base Consulting Fee.
(i) Consultant shall be entitled to receive from
Company a base consulting fee ("BASE
CONSULTING FEE") per Year (a "YEAR" shall
mean the 12 consecutive months following the
Effective Date or following any subsequent
year's Anniversary of the Effective Date),
payable on the first day of each month, in
arrears. The Base Consulting Fee for each
Year shall be as follows: Year 1 - $200,000;
Year 2 - $225,000; Year 3 - $250,000; Year 4
- $250,000.
(ii) Consultant acknowledges that at the time of
entry into this Contract, Company is not in
a financial position to pay the Base
Consulting Fee, and, accordingly, Consultant
agrees that from the date of this Contract
and for so long as Company lacks adequate
cash flow from operations to pay in full the
Base Consulting Fee then due, plus salary
and amounts due vendors and creditors and
its other current obligations, plus
long-term obligations to the extent
currently due, plus overdue and defaulted
obligations, then Company may defer payment
of the Base Consulting Fee (the deferred
amount, the "DEFERRED FEE"). Notwithstanding
the foregoing sentence:
(A) The Base Consulting Fee shall not
be deferred unless the salaries of
Company's officers ("officers"
meaning Chief Executive Officer,
Chief Financial Officer, President,
Secretary and Treasurer) then
payable are deferred in the same
proportion as the Base Consulting
Fee then payable is deferred; the
parties acknowledge that Consultant
is not an employee of Company, and
this provision is not intended to
imply otherwise, but is a
concession by Company granted to
induce Consultant to accept the
Company's right to defer the Base
Consulting Fee; and
3
(B) Company's right to defer the Base
Consulting Fee expires on the first
Anniversary of the Effective Date,
and thereafter Company shall pay
Consultant the Deferred Fee in
equal monthly installments, payable
on the first day of each month,
during the twelve (12) months
following the First Anniversary.
b. Deductions. Consultant shall be solely responsible to
pay all Social Security, Federal, State and municipal
taxes and charges as may now or hereafter be enacted
or required on account of the compensation of
Consultant, and Consultant shall not require or rely
upon Company to withhold and pay such taxes from the
fees hereunder. However, Company may, in its
discretion, but shall not be required, to withhold
taxes from payments required to be paid hereunder in
the event Company determines that it is required to
withhold and pay over such taxes to the relevant
taxing authorities.
c. Expenses. Subject to, and conditioned upon, (i)
Consultant following the appropriate procedures for
pre-approval (i.e., all expenditures that exceed
$1,000 per expenditure, or that would cause
expenditures by Consultant during any Year to exceed
$5,000 in the aggregate, must be pre-approved in
writing by the CEO) and (ii) verification of
Consultant's expenses in such manner as is
established by Company, Consultant shall be
reimbursed for expenses incurred by Consultant
required to perform his consulting duties, travel
reimbursement if travel is required by Company, and
other reasonable expenses directly relating to the
performance of consulting services under this
Contract (collectively, "REIMBURSABLE EXPENSES").
d. Options. Upon execution of this Contract, Company
shall grant Consultant options to acquire three
million (3,000,000) shares of the Company's common
stock at an exercise price of one dollar and thirty
cents ($1.30) per share (the "OPTIONS"), exercisable
at any time prior to the date that is the tenth
year's anniversary of the Effective Date ("TENTH
ANNIVERSARY") by delivery of written notice of
exercise to Company and payment of $1.30 per share
for the shares purchased upon such exercise. The
options are fully vested as of the Effective Date and
survive termination of this Contract for any reason.
6. AGREEMENTS CONCERNING PERSONNEL, FACILITIES, EQUIPMENT AND
RELATED MATTERS.
a. Facilities, Equipment, Supplies and Personnel. During
the Term, for a fee of Two Hundred Fifty Dollars
($250.00) per month due from Consultant on or before
the first day of each month, Company shall provide
Consultant with access to those facilities, equipment
and personnel that the Consultant and CEO mutually
determine are needed for Consultant to provide
consulting services under this Agreement, including:
4
(i) Use of the office at Company's premises that
was provided to Consultant as an employee of
the Corporation, subject to the right of
Company to relocate its business offices;
(ii) Use of office equipment, facilities and
office supplies (this is not a requirement
to purchase additional equipment, facilities
or supplies, but only an agreement to allow
use of those that are available at Company);
and
(iii) Use of telephone, fax, email, postage, copy
machines, a computer and secretarial
assistance.
The $250 monthly fee shall be deducted from the Base
Consulting Fee due hereunder, and in the event the
Base Consulting Fee is deferred, payment of such
monthly fee shall be deferred to the extent the Base
Consulting Fee is deferred.
b. Consultant's Assistants. Subject to the provisions
for Section 6(a), Consultant may engage at his
expense (unless an alternative arrangement concerning
such expense is made with the CEO in writing) persons
to assist him in performing services hereunder,
provided that CEO approval will be needed for such
person to have access to Company facilities,
personnel or information. The CEO may require as a
prerequisite to such access that such person sign a
noncompetition and confidentiality agreement with
Company. Such person shall be treated as an agent of
Consultant bound by this Contract, and Consultant
shall inform such person of the necessity of
compliance with this Contract.
7. MANNER OF PERFORMANCE OF CONSULTANT'S DUTIES. Consultant's
duties shall be rendered at such place or places and in such
manner as Consultant and Company mutually determine to be
appropriate. Consultant shall: (i) attend various trade shows
only as reasonably required by Company (and if travel is
required by Company, the travel and related expenses shall be
Reimbursable Expenses); (ii) visit existing and prospective
customers and vendors of Company only as reasonably required
by Company (if travel is required by Company, the travel and
related expenses shall be Reimbursable Expenses); and (iii) be
responsible to maintain, at Consultant's expense, the
licenses, certifications and continuing education requirements
necessary to perform the consulting duties in this Contract.
8. COMPANY INTERESTS; RIGHTS IN TECHNOLOGY; NONCOMPETE.
a. (i) Consultant shall devote such time, attention,
knowledge and skill as are reasonably necessary to
develop new products and new technology and generally
to perform consulting services hereunder for Company.
(ii) "PROPRIETARY TECHNOLOGY" means, for purposes of
this Contract, technology, designs, inventions,
products, robots, machines, property or materials
(collectively, "TECHNOLOGY") that meet at least one
of the following criteria:
(A) the Technology, as of the Effective Date, is used
by Company in its products or business; or
5
(B) The Technology has been treated as owned by
Company in the filings that it has made with the U.S.
Securities and Exchange Commission ("SEC"); or
(C) the Technology is patented by Company, or Company
has a patent pending for it; or the Technology's
patent, or the right to patent it, was or hereafter
is assigned to Company; or
(D) the rights in the Technology were or hereafter
are purchased by Company; or
(E) development or improvement of the Technology was
or hereafter is paid for or subsidized by Company or
using Company resources and personnel; or
(F) the Technology was developed, or its development
was initiated, by Consultant, with Consultant's
assistance or under Consultant's supervision, during
the term of Consultant's Employment Agreement
(excluding, however, any Technology developed during
the term of the Employment Agreement that is mutually
determined by Consultant and the Board to be wholly
unrelated to the Company's business); or
(G) the Technology is or shall be developed, or its
development initiated, by Consultant, with
Consultant's assistance or under Consultant's
supervision, during the Term of this Contract
(excluding, however, any Technology developed during
the Term that is mutually determined by Consultant
and the Board to be wholly unrelated to the Company's
business); or
(H) the Technology is an improvement upon any
Technology covered by subsections (A) through (G)
immediately above; or
(I) the Technology is similar to, or performs
functions similar to, any Technology covered by
subsections (A) through (G) immediately above.
Proprietary Technology includes, without limitation,
the technology listed on Exhibit A attached hereto.
(iii) Consultant acknowledges and agrees that all
rights in all Proprietary Technology,
including, without limitation, all patent,
copyright and other intellectual property
rights, are and shall belong solely to
Company. Consultant hereby transfers and
assigns to Company any and all rights that
Consultant had, has, or may hereafter have
in all Proprietary Technology and all
goodwill therein. Consultant agrees to
execute such further assignments, filings
and other documents as may be reasonably
requested by Company to further ensure that
all rights in all Technology belong to
Company.
6
(iv) Consultant acknowledges and agrees that
Company files reports with the SEC, and the
Company's ownership of the Technology is and
will be reflected in such reports.
Accordingly, Consultant hereby expressly
agrees with Company that Consultant shall
not, for any reason, challenge Company's
ownership of any Technology or Company's
rights therein, and that all rights in the
Technology irrevocably belong to Company. If
Company shall breach this Agreement,
Consultant's remedy for any such breach may
include money or other damages, but shall
not include the right to challenge ownership
of any Technology. Company is relying upon
the foregoing representations and covenants
of Consultant in preparing and making its
public filings with the SEC that reflect its
ownership of the Technology.
b. During the Term hereof and for one (1) year
thereafter ("NONCOMPETE PERIOD"): (i) Consultant
shall not be interested in any form, fashion, or
manner, as partner, officer, director, stockholder,
advisor, consultant, employee, lender, independent
contractor, or in any other form or capacity, in any
other business which is directly or indirectly
competitive with the business of Company; and (ii)
Consultant shall not assist any other person in
competing with Company in any way. A business shall
be "competitive" with that of Company if it is
developing, sells, rents or provides services using
technology that performs the same or similar
functions to that of Company, or if such business is
the same or similar to any business in which Company
is or has been engaged or is actively developing at
any time during the Noncompete Period.
Notwithstanding the foregoing: (A) nothing in this
Contract shall be deemed to restrict the activities
of Consultant that are not competitive with the
business of Company, provided that such activities do
not prevent the performance of consulting services
hereunder; (B) if Company is in default under this
Contract and has not cured such default within sixty
(60) days after Consultant gives Company written
notice of such default, and this Contract is
terminated by Consultant on account thereof, then the
Noncompete Period shall be limited to the Term
hereof, and (C) if Consultant is in default under
this Contract and has not cured such default within
sixty (60) days after Company gives Consultant
written notice of such default, and this Contract is
terminated by Company on account thereof, then the
Noncompete Period shall be extended for two (2) years
following such termination. The parties agree that
this noncompetition covenant is worldwide in scope,
because Company's business is marketed and performed
worldwide. If a court or arbitrator shall find the
terms of this Section 8(b) to be overbroad in
geographic scope, term or otherwise, then such court
or arbitrator shall modify the provisions of this
section to the extent necessary to cause its
provisions not to be overbroad. This Section 8(b) is
expressly enforceable by the Company's successors and
assigns.
9. CONFIDENTIALITY.
a. By virtue of the services performed hereunder and
location of Consultant's offices on Company premises,
Consultant may obtain confidential or proprietary
information belonging or relating to Company,
regardless of whether any such information, data or
documents qualify as "trade secrets" under applicable
7
law (collectively, all information concerning
Company, and its products, technology, trade secrets,
business, customers and suppliers, "CONFIDENTIAL
INFORMATION"). Confidential Information does not
include information that is otherwise generally
available to the public through no breach of this or
any other confidentiality agreement now, previously
or hereafter entered into by Consultant or any other
person.
b. Because the secrecy of the Confidential Information
gives Company a significant competitive business
advantage, Consultant agrees not to directly or
indirectly disclose or use, or cause or aid in the
disclosure or use of, any Confidential Information
during or after the Term, for whatever reason,
including for personal use and personal benefit,
except: (i) as required by law; (ii) as necessary to
perform consulting services hereunder; and (iii) as
necessary to enforce the provisions of this Contract.
10. SURIVAL. The provisions of Section 8 and Section 9 of this
Contract shall survive the termination or expiration of this
Contract for any reason whatsoever.
11. SPECIFIC PERFORMANCE. Consultant agrees that any violation or
breach of any provision of Section 3.d, 8, 9 or 16 shall cause
irreparable harm to Company and cannot be adequately
compensated for by money damages. Consultant therefore agrees
that any such violation or breach may be enjoined by any court
of competent jurisdiction, by temporary or permanent
injunction, without waiving or affecting Company's claims for
money damages resulting from such violation or breach. All
remedies for any breach of this Contract shall be cumulative,
and not exclusive.
12. TERMINATION BY COMPANY. In addition the other remedies
available to it at law, in equity and under this Contract,
Company shall have the right to terminate this Contract and
discontinue all payments (except the Base Consulting Fee,
including any Deferred Fee, earned prior to the termination
event) to Consultant hereunder (without, in any way, affecting
the options granted in Section 3(d)), if any of the following
shall occur:
a. Disability. If Consultant shall become unable to
perform the duties required of him because of serious
physical disability or other incapacity for a period
of ninety (90) consecutive days, Company may, upon
thirty (30) days written notice to Consultant,
terminate this Contract ("DISABILITY TERMINATION").
b. Death. If Consultant shall die, then this Contract
shall terminate upon death without any notice or
further action by Company.
c. Failure to Perform; Breach. Company may terminate
this Contract, effective upon delivery of written
notice of termination to Consultant, if Consultant:
(i) shall persistently fail to perform his duties
faithfully, competently, and to the best of his
ability for reasons other than serious physical
disability or other serious physical or mental
incapacity, and the same is not cured within sixty
(60) days after written notice of such failure;
provided, however, that Consultant shall be entitled
to this 60-day cure period only once within each
12-calendar month period, and upon any second or
subsequent failure to perform his duties that is a
8
failure described in this Section 12(c)(i), Company
may terminate this Contract immediately without
providing a 60-day opportunity to cure such
subsequent failure; (ii) is convicted of a crime of
moral turpitude; or (iii) breaches this Contract and
the breach is not cured within sixty (60) days after
the giving of written notice by Company of such
breach.
13. TERMINATION BY CONSULTANT. If Company: (i) shall fail to pay
in a timely manner Consulting fees due hereunder (subject to
its deferral right) or to timely reimburse expenses that are
Reimbursable Expenses, and failure shall continue for a period
of sixty (60) days after written notice thereof shall have
been given to Company by Consultant; or (ii) shall file, or
have filed against it, a petition seeking relief, or the
granting of relief, under the Federal Bankruptcy Code or any
similar federal or state statute; any assignment for the
benefit of creditors made by Company; the appointment of a
custodian, receiver, liquidator or trustee for Company or any
property of Company, provided, however, with respect to any
involuntary filing against Company, Company shall have sixty
(60) days from the date of the filing in which to cure such
default by dismissal of the action; then Consultant may, in
addition to its remedies hereinafter provided and any other
remedies available to it at law or in equity, upon written
notice of termination delivered to Company, terminate this
Contract (subject to any necessary bankruptcy court approvals
if termination is pursuant to subsection (ii) of this
section).
14. FEES AND REIMBURSEMENTS UPON TERMINATION. Upon termination of
this Contract for any reason, Consultant shall be entitled to
the Base Consulting Fee earned prior to termination, and
reimbursement of expenses incurred prior to termination and
submitted for reimbursement no later than thirty (30) days
after termination; provided, however, that any amounts payable
under this Contract upon or after termination shall be subject
to offset by any amounts then owed by Consultant or his estate
to Company.
15. DATE OF TERMINATION. If termination occurs under Section 12 of
this Contract, then the CEO shall establish the date of
termination for purposes of this Contract. If termination
occurs under Section 13, then the date of termination shall be
the date that written notice of termination is delivered by
Consultant to Company (subject to any bankruptcy stays).
16. RETURN OF MATERIALS AND EQUIPMENT. Upon the termination of
this Contract or termination of the retention of Consultant,
for any reason, Consultant shall, promptly, and without
copying any of the same, return all materials, property,
equipment, and computer and other electronically stored data
and records entrusted to Consultant by Company, or obtained by
or on behalf of Consultant as an incident of his retention
hereunder. If Consultant dies, this obligation shall be
carried out by the person who is legally responsible for the
affairs of Consultant's estate.
17. NATURE OF CONTRACT. This Contract is for personal services and
is not assignable or transferable by Consultant. The parties
hereto acknowledge and agree that Consultant is an independent
contractor and that nothing in this Contract is intended to
cause Consultant to be an employee, fiduciary, agent, legal
representative, partner or servant of Company for any purpose
whatsoever. Consultant agrees that Company shall in no event
assume liability for or be deemed liable hereunder as a result
of any contract, agreement, understanding, debt or obligation
entered into by Consultant on Company's behalf except as
authorized by this Contract.
9
18. INVALIDITY OF PRIOR AGREEMENTS; AMENDMENTS IN WRITING. This
Contract supersedes all prior agreements and understandings
between Company and Consultant and expresses the whole and
entire agreement between the parties with reference to
Consultant's retention by Company. This Contract cannot be
modified or changed by any oral or verbal promise by
whomsoever made. No amendment or modification of this Contract
shall be binding on either party until such written amendment
or modification shall be executed by the parties hereto. This
Contract shall be approved in writing, and it may be executed
in counterparts, which together shall constitute one and the
same instrument.
19. CONSTRUCTION. This Contract shall be construed as to the joint
and equal work product of Company and Consultant and shall not
be construed more favorably to either on account of its
drafting.
20. ATTORNEY'S FEES. In the event of any legal proceeding to
enforce any provision of this Contract, the prevailing party
shall be entitled to recover from the non-prevailing party all
costs incurred in connection therewith, including a reasonable
attorney's and paralegal's fee at all levels of proceedings,
including arbitration, appeals, bankruptcy and collections.
21. BINDING ARBITRATION. All differences, claims or matters of
dispute relating to performance of duties and/or benefits
arising between the parties to this Contract or connected
herewith shall be submitted to binding arbitration conducted
by a mutually acceptable arbitrator generally familiar with
type of business conducted by Company who shall conduct
binding arbitration proceedings in the manner prescribed by
Chapter 682, Florida Statutes. In the event of any arbitration
or other proceeding to enforce any provision of this Contract,
the prevailing party shall be entitled to recover from the
non-prevailing party all costs reasonably incurred in
connection therewith, including reasonable attorney's fees.
Notwithstanding this arbitration provision, Company and
Consultant shall be entitled to enforce any and all provisions
of this Contract that are enforceable by specific performance
in any court of competent jurisdiction by temporary or
permanent injunction or other equitable relief, without regard
to the parties' agreement to arbitrate.
22. SEVERABILITY. All provisions contained in this Contract are
severable. In the event any of them, or any portion thereof,
shall be held to be invalid, this Contract shall be
interpreted as if such invalid agreements or covenants, or
portions thereof, were modified or deleted to the extent
necessary to be valid. In addition, if a court of competent
jurisdiction shall find that any provision of this Contract
concerning noncompetition is overbroad, overlong or
unreasonable, such court shall modify such provision to the
extent necessary to protect the legitimate business interests
and trade secrets of Company.
23. BINDING EFFECT. This Contract shall be binding upon, and inure
to the benefit of, the parties hereto, their heirs, successors
and assigns; and, without limiting the generality of the
foregoing, its noncompete and confidentiality provisions shall
be enforceable by Company's successors and assigns.
10
24. GOVERNING LAW; VENUE. This Contract will be governed by and
construed in accordance with the internal laws of the State of
Florida. Venue for any action related to or arising out of
this Agreement shall lie in Xxxxxx County, Florida.
25. NOTICES. All notices, demands, requests or other
communications to be sent by one party to the other hereunder
or required by law shall be in writing and shall be deemed to
have been validly given or served by delivery of the same in
person to the intended addressee, or by depositing the same
with Federal Express or another reputable private courier
service for next business day delivery addressed to the
intended addressee at its address set forth on the first page
of this Contract, or at such other address as may be
designated by such party as herein provided. All notices,
demands and requests shall be effective upon such personal
delivery, or one (1) business day after being deposited with
the private courier service. Rejection or other refusal to
accept or the inability to deliver because of changed address
of which no notice was given as herein required shall be
deemed to be receipt of the notice, demand or request sent. By
giving to the other party hereto written notice thereof in
accordance with the provisions hereof, each party shall have
the right from time to time to change their respective
addresses and each shall have the right to specify as its
address any other address within the United States of America.
Copies of all notices sent to Consultant shall be provided, no
later than one (1) business day after given to Consultant, by
facsimile transmission to Xxxxxx Xxx Xxxxxxx, Esq. at (561)
691-0066, and notice to Xx. Xxxxxxx shall be deemed effective
upon receipt of the fax confirmation of transmission.
IN WITNESS WHEREOF, the parties have executed this Contract on the date first
written above.
COMPANY: ULTRASTRIP SYSTEMS, INC.
By: ____________________________
Print Name: _____________________
Its: _____________________________
CONSULTANT: _________________________________
XXXXXX XXXXXXX
11
