Exhibit 10.21(11)
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is
entered into as of October 8, 2001 (the "Effective date"),
by and between IVG CORP. a Delaware corporation (the
"Company'), and Xxxxxx X. XxXxxxxxx, an individual
('Consultant"). Each of the Company and Consultant is refereed
to herein as a "Party" and are collectively referred to
herein as the "Parties,"
The Parties desire to enter into this Agreement in
order that Consultant may provide the consulting services,
as hereinafter set forth.
The Parties, intending to be legally bound, agree as
follows:
1. Engagement of Consultant.
1.1 Scope of Services. The Company engages the
Consultant to render consulting services, and the
Consultant agrees to render consulting services, to
the Company, as requested from time to time, on the
terms and conditions set forth herein. The scope
and nature of the consulting services will be
services in connection with the identification,
analysis and evaluation of possible merger and
acquisition opportunities for the Company, and such
other services as may be requested by the Board of
Directors and the Chief Executive Officer of the
Company from time to time.
1.2 Terms of Agreement. The Company will retain
the Consultant under the terms of this Agreement
for the period beginning on the Effective Date and
ending on the first anniversary of the Effective
Date (the "Consulting Period").
1. Consulting Fee. In payment in frill for the
consulting services rendered by Consultant under this
Agreement, the Company shall grant to Consultant an
option to purchase 3,000,000 shares of the Company's
common stock, which shall be issued to Consultant
pursuant to that certain Stock Option Agreement,
attached hereto as Exhibit A (the "Consulting Fee")
3. Expenses. In addition to the Consulting Fee,
Consultant shall be reimbursed by the Company for all
reasonable out-of-pocket disbursements incurred by
Consultant in connection with the performance of his
services under this Agreement, including but not
limited to travel expenses and legal and accounting
fees. Expenses in excess of $3,000 must be approved in
advance by the Chief Executive Officer of the Company.
4. Independent Contractor. The parties
acknowledge that Consultant is a skilled professional
consultant who will be rendering professional services
pursuant to this Agreement, Consultant will use his
professional judgment and expertise to accomplish the
details of his work. Consultant is, and shall for all
purposes be considered, an independent contractor, and
nothing in this Agreement shall be deemed to create or
imply an agency, partnership, joint venture or
employment relationship between Consultant and the
Company (or any affiliate of the Company). Consultant
acknowledges and agrees that he shall have no right or
authority to commit or obligate the Company in any way
to any third party or parties unless specifically
authorized to do so by an authorized officer of the
Company. It is understood that Consultant shall pay
all taxes, licenses, and fees levied or assessed on
Consultant in connection with or incident to the
performance of this Agreement by any governmental
agency, including, without limitation, unemployment
compensation insurance, old age benefits, social
security, or any other taxes upon wages of Consultant.
Consultant agrees to furnish the Company with the
information required to enable it to make necessary
reports and pay taxes.
5. Termination. This Agreement is terminable by
either the Company or Consultant upon 30 days prior
written notice to the other. Upon termination of this
Agreement for any reason, none of the Parties nor any
other person shall have any liability or further
obligation arising out of this Agreement, except for
any liability resulting from the breach of this
Agreement prior to termination; provided that
notwithstanding the termination of this Agreement
pursuant to the terms hereof or otherwise, the
Company's obligations to reimburse the Consultant for
all reasonable out-of- pocket disbursements under
Section 3 shall survive the termination of this
Agreement.
6. Confidentiality; Proprietary Information.
6.1 Confidentiality. Both during the Consulting
Period and thereafter, Consultant agrees that (i)
all information and data that Consultant receives
from the Company and all information and data that
Consultant generates or develops in the performance
of this Agreement shall be regarded as proprietary
information and property of the Company that shall
be held in strict confidence by Consultant and that
all of such information and data shall be promptly
returned to the Company upon termination or
expiration of this Agreement, and (ii) Consultant
will not, except as specifically requested by the
Company, use for any purpose or disclose to any
person any confidential information Concerning the
business of the Company. The term "confidential
information" includes, without limitation,
information not previously disclosed to, or known
by, the public with respect to products, processes,
facilities and methods, research and development,
trade secrets, know-how and other intellectual
property, marketing and business plans, prospects
and opportunities, customer lists and financial
information regarding the business of the Company.
6.2 Proprietary information. Consultant agrees
that all data, reports, processes, procedures, programs,
discoveries, formulae, improvements, technologies, designs,
inventions (collectively, "Inventions"), including new
contributions, developments, ideas, and discoveries,
whether or not patentable or copyrightable, conceived,
developed, invented, or made solely by the Consultant, or
jointly with other employees, agents or consultants of the
Company, as part of the consulting services shall be
conclusively deemed "work for hire" and are property of,
and belong to, the Company. Consultant assigns all right,
title and interest in such inventions to the Company.
7. Miscellaneous.
7.1 Notices. Unless otherwise provided in this Agreement, all
notices, approvals, or other communications purporting to affect the
rights of the Parties hereunder will be in writing and will be
delivered personally or by certified mail, return receipt requested, or
express courier (a) if to the Company, at 00000 Xxxxx Xxxxxxx, Xxxxx
000, Xxxxx Xxxx, Xxxxx 00000 and (b) if to Consultant, at the address
set forth on the signature page to this Agreement, or at such other
address as either Party notifies to the other Party in writing. Any
such notice or communication (i) sent by
