CONSULTING AGREEMENT
THIS AGREEMENT ("Agreement") is made as of the 1st day of November, 1996,
by and between XXXXXX INDUSTRIAL SOFTWARE INC., an Alberta corporation (the
"Company") and DIGITAL ELECTRONICS CORPORATION, a company organized under the
laws of Japan ("Digital Electronics").
W I T N E S S E T H:
WHEREAS, the Company is engaged of the business of developing and marketing
PLC configuration software, graphic operator software, client server program
management software and PC control software;
WHEREAS, Digital Electronics is engaged of the business of designing,
manufacturing and marketing products for the industrial automation industry on
an international basis; and
WHEREAS, the Company wishes to retain the services of Digital Electronics
for the purpose of consulting with the Company with respect to the development
of products for the industrial automation industry and the international
marketing and sale of its existing and future product offerings, and Digital
Electronics is willing to act in such capacity, all upon the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual promises
contained herein, the parties agree as follows:
1. ENGAGEMENT. The Company hereby retains Digital Electronics, and
Digital Electronics accepts such position, upon and subject to the terms and
conditions set forth herein.
2. TERM; TERMINATION. The Company agrees to retain Digital Electronics
for a period commencing on the date of this Agreement through November 1st, 1998
(the "Term"). Following the expiration of the Term, this Agreement will
automatically terminate be of no further force or effect.
3. DUTIES. Digital Electronics shall consult, assist and advise the
Company with respect to the development of products for the industrial
automation industry and the international marketing and sale of its existing and
future product offerings. Such services shall be available to the Company upon
request made to Digital Electronics by the President of the Company. Digital
Electronics shall devote such time, attention and energy as may be necessary to
respond to proper requests by the Company for services hereunder.
Notwithstanding anything to the contrary contained herein, Digital Electronics
shall not, by virtue of this Agreement, become involved in the management of,
nor otherwise have any management responsibility of any nature whatsoever with
respect to the Company.
4. INDEPENDENT CONTRACTOR. Digital Electronics and the Company agree
that Digital Electronics is an independent contractor. Digital Electronics
shall not hold itself out as, and shall not take any action from which others
might infer that it is, a partner, agent or joint venturer of the Company. In
addition, Digital Electronics shall take no action which binds, or purports to
bind, the Company.
5. COMPENSATION. The Company agrees to pay Digital Electronics as
follows: (a) $200,000.00 on the first anniversary of the date of this Agreement,
and (b) $200,000.00 upon the second anniversary of the date of this Agreement.
6. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original.
7. NOTICES. All notices, reports and payments made pursuant to this
Agreement shall be made in writing and shall be deemed sufficient if delivered
or mailed by registered mail as follows: if to Digital Electronics, at
0-0-00, Xxxxx-Xxxxxxx, Xxxxxxx-Xx, Xxxxx, Xxxxx, or such other address
Digital Electronics may hereafter designate in writing; if to the Company,
c/o Total Control Products, Inc., 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxx Xxxx,
Xxxxxxxx 00000, or such other address the Company may hereafter designate in
writing.
8. ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties hereto and supersedes any and all previous agreements,
written or oral among the parties relating to the subject matter hereof. No
amendment or modification of the terms of this Agreement shall be binding upon
any party unless reduced to writing and signed by both the parties hereto.
9. SEVERABILITY. In the event any provision of this Agreement is held
invalid, the remaining provisions shall not be affected thereby.
10. GOVERNING LAW. This Agreement shall be construed according to the
internal laws of the State of Illinois, without giving effect to its laws
governing the conflict of laws.
* * *
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
DIGITAL ELECTRONICS XXXXXX INDUSTRIAL
CORPORATION SOFTWARE INC.
By: /s/ X. Xxxx By: /s/ XXXXXXXX XXXX
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Name: XXXXX XXXX Name:
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Title: PRESIDENT Title:
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