CONSULTING SERVICES AGREEMENT
Exhibit
10.5
This
Agreement is made and entered into as of the 7th day of June 2019
between Xxxx Xxxxxx (“Consultant”) and ParkerVision,
Inc. (“Company”), a Florida corporation, having offices
at 0000 Xxxxxxxxxx Xxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx
00000.
In
consideration of the mutual promises made herein and for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
1. Engagement.
The Company hereby engages the Consultant, to act as special
advisor to the Chief Executive Officer with regard to the
Company’s business strategies
(“Services”).
It is understood and acknowledged by the parties
that the value of Consultant’s Services is not susceptible of
quantification and that, although Consultant shall be obligated to
render the Services contemplated by this Agreement upon the
reasonable request of the Company, Consultant shall not be
obligated to spend any specific amount of time in so doing.
Further, in rendering Services under this
Agreement, Consultant may use mailing lists, fax lists, email
lists, business and/or industry company lists which are proprietary
and owned by the Consultant.
2.
Retainer. At the
time of signing of this Agreement, the Company will deliver to
Consultant a non-refundable account retainer payment of 625,000
shares of the Company’s common stock (“Shares”).
The Company and Consultant have agreed that for the purposes
hereof, the aggregate value of the Shares is $60,000 (the
“Retainer Amount”). The Company and Consultant further
acknowledge and agree that the Retainer Amount will be credited
against Consultant’s monthly fee.
Consultant
acknowledges that (i) he is acquiring the Shares for its own
account, for the purposes of investment only and not with a view
to, or for sale in connection with, any distribution thereof in
violation of applicable securities laws; (ii) the Shares are not
registered under any federal or state securities laws and
certificates representing the Shares will be bear a legend
accordingly; (iii) he will not sell, convey, transfer or offer for
sale the Shares except in compliance with the terms of the
Securities Act of 1933, as amended, any applicable state securities
laws or pursuant to an exemption therefrom; (iv) he has access to
all reports that the Company has filed with the U.S. Securities and
Exchange Commission, and anything else which Consultant has
requested relating to the foregoing and has been afforded an
opportunity to obtain any additional information it deems necessary
or advisable to evaluate its acquisition of the Shares; (v) he
believes that it has been fully apprised of all facts and
circumstances necessary to permit it to make an informed decision
about acquiring the Shares; (vi) he has sufficient knowledge and
experience in business and financial matters and is capable of
evaluating the merits and risk of holding the Shares; (vii) he has
the capacity to protect its own interests in connection with the
acquisition of the Shares; (viii) he may be required to hold the
Shares for an indefinite period; and (ix) it can bear the loss of
the entire value of the Shares.
3.
Consultant will be
paid a fee for Services of $10,000 per month over the
Term.
4. Financial and Other
Materials. The Company agrees
to furnish to Consultant all of its publicly available disclosure
and filing materials, financial statements, business plans,
promotional materials, annual reports and press releases when
generally made available to the public. In addition, the Company
will provide to Consultant such other public information about the
Company which Consultant reasonably requests in order to provide
the service obligations under this Agreement.
5. Company
Representations. The Company
hereby represents and warrants that all services, opinions and
advice (written or oral) given by Consultant to the Company in
connection with Consultant’s engagement under this Agreement
are intended solely for the benefit and use of the
Company.
6. Company
Information. The Company
recognizes and confirms that, in providing the services to the
Company, Consultant will use and rely on data, material and other
information furnished to Consultant by the Company, without
independently verifying the accuracy, completeness or veracity of
same. With permission by the Company, Consultant may disseminate
through the use of postal, courier, print, Internet and web media
and advertisement, data, material or other information furnished to
him by the Company.
7. Confidentiality.
Consultant will hold in confidence any confidential information
that the Company provides either orally or in writing to Consultant
pursuant to this Agreement. Notwithstanding the foregoing,
Consultant shall not be required to maintain confidentiality with
respect to information (i) which is or becomes part of the public
domain not due to the breach of this Agreement by Consultant; (ii)
of which he had independent knowledge prior to disclosure; (iii)
which comes into the possession of Consultant in the normal and
routine course of his own business from and through independent
non-confidential sources; or (iv) which is required to be disclosed
by Consultant by laws, rules or regulations. If Consultant is
requested or required to disclose any confidential information
supplied to him by the Company, Consultant shall, unless prohibited
by law, promptly notify the Company of this request(s) so that the
Company may seek an appropriate protective
order.
8. Business
Activities. The Company
acknowledges that Consultant or his affiliates are in the business
of providing business and corporate development consulting advice
to others. Nothing herein contained shall be construed to limit or
restrict Consultant in conducting any business, or in rendering any
advice to others, provided that Consultant complies with the
requirements of Section 7 (Confidentiality) of this
Agreement.
9. Term.
This Agreement shall commence on the date hereof and will continue
through the six-month anniversary of the date of the Agreement (the
“Term”). This Agreement may not be terminated prior to
the end of the Term.
10. Indemnification.
(a) The
Company agrees to indemnify and hold harmless Consultant, its
employees, agents, representatives and controlling persons from and
against any and all losses, claims, damages, liabilities, costs and
expenses of or resulting from any suits, actions, investigations or
other proceedings (collectively, “Damages”), including,
without limitation, reasonable attorney fees and expenses, as and
when incurred, if such Damages were directly or indirectly caused
by, relating to, based upon or arising out of any action or
omission by the Company, or the rendering by Consultant of services
pursuant to this Agreement, so long as it is not finally determined
in any judicial proceeding that Consultant shall not have engaged
in intentional or willful misconduct, or shall have acted grossly
negligent, in connection with the services provided which form the
basis of the claim for indemnification. This paragraph shall
survive the termination of this Agreement.
11. Independent
Contractor. Consultant shall
perform its services hereunder as an independent contractor and not
as an employee or agent of the Company or any affiliate thereof.
Consultant shall have no authority to act for, represent or bind
the Company or any affiliate thereof in any manner, except as may
be expressly agreed to by the Company in writing from time to
time.
12. Cooperation.
The parties agree to execute and
deliver such documents and instruments, whether expressly provided
for herein or not, as may be necessary or appropriate to effectuate
any of the provisions of this Agreement.
13. Miscellaneous.
This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof. No provision of this
Agreement may be amended, modified or waived, except in a writing
signed by both parties. If any provision of this Agreement is found
to be invalid or unenforceable, the remainder of the Agreement or
the application of the provision to persons or circumstances other
than those as to which it is held invalid or unenforceable, will
not be affected thereby, and each provision of this Agreement will
be valid and be enforced to the fullest extent permitted by law.
This Agreement shall be binding upon and inure to the benefit of
each of the parties and their respective successors, legal
representatives and assigns. This Agreement may be executed in
counterparts. Notices under this Agreement will be sufficient if in
writing and sent by certified mail or through a reputable overnight
carrier such as Federal Express to the address of the recipient
stated above and will be deemed given on the date sent. This
Agreement shall be construed and enforced in accordance with the
laws of the State of Florida without giving effect to conflict of
laws and any dispute arising here from shall be resolved
exclusively by the Courts located in Orlando
Florida.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed on the day and year first above
written.
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ParkerVision, Inc |
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Xxxx
Xxxxxx
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By:
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/s/ Xxxxxxx
Xxxxxx
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By: /s/
Xxxx Xxxxxx
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Name: Xxxxxxx X.
Xxxxxx
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Title:
Chief Executive Officer
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