Exhibit 10.12
THE CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST
IN ACCORDANCE WITH RULE 406 UNDER THE SECURITIES ACT OF 1933, AND RULE 24b-2,
UNDER THE SECURITIES EXCHANGE ACT OF 1934. REDACTED PORTIONS OF THIS EXHIBIT ARE
MARKED BY AN ***.
REPRESENTATION AGREEMENT
This document sets forth the terms of the Agreement between UltraStrip Systems,
Inc. and its Subsidiaries, (individually and collectively "Client") and Xxxxxx
X. Xxxxxxx, ("Consultant"). The effective date of this Agreement shall be
December 1, 2005, and will extend through November 30, 2006. Thereafter, the
contract will automatically be extended for one year increments unless
terminated by either party. This Agreement may be terminated by either party
upon 30 days prior written notice.
SCOPE OF SERVICES
The scope of the work to be performed under this Agreement is to provide general
government relations and strategic planning services as developed from time to
time by Consultant and the principals of Client. The focus of these Services may
include referrals for sale of the Client products and services or "Transactions"
(defined as the sale or acquisition of businesses, assets or technologies of the
Client)
COMPENSATION
(1) Sales Commission
Commission is earned on each sale transaction, by UltraStrip Systems, Inc.
and its Subsidiaries, produced by the Consultant through either direct
introduction or substantial influence due to the Consultant's career history or
other personal influence, at the rate of *** of the Client's invoice to the
Customer when the invoice is collected. The Client will reimburse the Consultant
for customary business expenses upon presentation of appropriately documented
expense vouchers. The initial contact being pursued by the Client in association
with the services of the Consultant is *** which is registered herein as the
prospect of the Consultant. Specific registration with the Client, of contacts
and prospects, acceptable to both parties, will be maintained to document the
focus of marketing efforts and commissions earned.
(2) Stock Options
The Consultant will be granted options to purchase 1,000,000 shares Common
Stock of UltraStrip Systems, Inc. @ $1.00 per share. The term of these options
expires in five years from the date of grant. This Option grant vests 500,000
shares immediately with the remaining balance vesting on the first anniversary
of this Agreement unless the Agreement is terminated prior to the first
anniversary by either party.
(3) Transactions
Upon the closing and collection of an initial funding Transaction,
produced by the Consultant through either direct introduction or substantial
influence due to the
Consultant's career history or other personal influence, on behalf of UltraStrip
Systems, Inc. and its Subsidiaries the Client will pay the Consultant ***
commission. Upon the closing of a Transaction in the minimum amount of ***, or;
upon approval of the UltraStrip Systems, Inc. Board of Directors, the Company
will grant to the Consultant Options to purchase *** shares of the Company's
Common stock at an exercise price of market value at the date of grant, vesting
***, unless terminated earlier under provisions herein,. Term of these options
is ***.
WORK LOCATION
The Consultant may operate from Vienna, Virginia or such other place as may be
mutually agreed upon by the parties.
RELATIONSHIP WITH OUTSIDE COMPANIES
The Consultant may operate within existing employment arrangements and
commitments devoting time to the Company's interests as necessary to achieve the
result described by this Agreement.
MISCELLANEOUS
(1) Consultant will maintain accurate records of all expenses incurred on behalf
of Client and, during the term of this Agreement and for one year thereafter.
Client may examine such records upon reasonable notice and during normal
business hours. This does not include Consultant salary data, overhead or other
internal Consultant costs or non-billable expenses.
(2) Consultant acknowledges his responsibility, both during and after the term
of this Agreement, to use all reasonable efforts to preserve the confidentiality
of any proprietary information of Client, or data developed by Consultant on
behalf of Client, except as required by law. It is understood that Consultant is
not responsible for the acts of Client or representations made by Client upon
which Consultant relies in providing services under this Agreement.
(3) In the event that Consultant or any party acting on behalf of Consultant (a
"Consultant Party") receives a subpoena or summons requesting that the
Consultant Party produce documents or records concerning this matter, the
Consultant Party will immediately notify Client. Client may, within the time
permitted for the Consultant Party to respond to any such requests, initiate
such legal action seeking a protective order or other relief as Client deems
appropriate to protect information from disclosure. If Client takes no action
within the time permitted for the Consultant Party to respond or if Client's
actions do not result in a judicial order preventing the Consultant Party from
supplying or disclosing the requested information or testifying, the Consultant
Party may comply with the request. Client agrees to reimburse and pay the
Consultant Party for all costs and expenses incurred by the Consultant Party in
connection with any such summons or subpoenas, including reasonable attorney's
fees and time spent by Consultant's personnel, billed at their regular rates.
(4) Consultant may not engage in any activities, directly or indirectly, that
promotes competition with the Client for a period of 24 months after termination
of this agreement.
(5) If disputes related to payment of fees or expenses occur and result in legal
fees or costs for Consultant, Client will pay legal fees and costs incurred by
Consultant in connection with the collection of fees and/or expenses.
(6) Client agrees that during the term of this Agreement and for a period of one
year after its termination, Client will not solicit or hire any employee of
Consultant, either directly or indirectly, without written authorization of
Consultant.
(7) This Agreement represents the entire Agreement of the parties and may be
amended only by a writing signed by all parties. Any changes, amendments or
modifications to the terms hereof shall in writing signed by both parties. It
shall be governed by and construed in accordance with the laws of the State of
Virginia.
ACCEPTED:
ULTRASTRIP SYSTEMS, INC. AND XXXXXX X. XXXXXXX
ITS SUBSIDIARIES
___________________________ ____________________________
Xxxxx X. Xxxxxxx III
Chief Financial Officer
Date: November 30, 2005 Date: November 30, 2005
