1
[OPTIVA LETTERHEAD]
CONSULTING AGREEMENT
THIS AGREEMENT is entered into this 1st day of May, 1998 between
Xxxxx Xxxxxx ("Consultant") and Optiva Corp. ("Optiva").
WHEREAS Optiva desires to utilize Consultant's services, and Consultant
has expertise of use to Optiva;
NOW, THEREFORE, it is mutually agreed as follows:
1. Confidential Information and Materials. Consultant will or has already
entered into a CONFIDENTIALITY AGREEMENT with Optiva, and affirms his/her
willingness to uphold the terms of that agreement.
2. Status of Parties. It is agreed and understood that Consultant is an
independent contractor and is not an employee, partner, or joint venture of
Optiva. To the extent permitted by law, Consultant shall have the sole and
absolute discretion in judgment in the manner and means of carrying out his
business activities. Optiva shall not be liable for any obligations incurred by
Consultant, nor does Consultant have the authority to bind Optiva in any manner
without its specific written permission.
Optiva is not supplying a place of work for Consultant. Consultant
warrants that he/she maintains an independent business and has the resources
required to complete the projects.
Consultant warrants that he/she is under no disability that would prevent
him/her from entering into the agreement, from providing the services required
hereunder, or from completely complying with all provisions herein. Consultant
is responsible for all fees and expenses of his business.
3. Services to be Rendered. Consultant shall provide such technical assistance
and related services as required by Optiva during the term of this agreement.
Consultant warrants that he/she will use best efforts to complete such work on a
timely basis, devoting as much work as is agreed and necessary.
4. Fees. Optiva agrees to pay Consultant for actual hours authorized and
expended at a rate of $85.00 / hour starting ______________ through
and including ____________________. Consultant shall submit invoices to Optiva
every month (accompanied by time reports). If Optiva disagrees with the amount
of the invoice or time reports, it shall so advise Consultant with five (5)
days.
-1-
2
5. Term and Termination. This agreement shall be in full force and effect from
the date of its execution until completion of any such projects. Optiva may
terminate this agreement at any time for cause upon written notice to
Consultant. Such cause shall include but not be limited to failure by Consultant
to provide quality services or failure by Consultant to devote a satisfactory
amount of time to the projects. This Agreement may be terminated by either party
without cause upon giving seven (7) days written notice. Upon termination,
Optiva shall promptly pay Consultant all fees earned prior to termination.
6. New Developments. "New Developments" are defined as any and all improvements,
inventions, discoveries, ideas and other things, whether patentable or not, that
are made or conceived by Consultant (whether alone or with others), and that
relate to or arise out of the services performed for Optiva.
Consultant agrees to promptly disclose to Optiva any New Developments, and
that such New Developments shall be and remain the sole and exclusive property
of Optiva, and that Consultant shall, at Optiva's request and without further
compensation, do all things reasonably necessary to insure Optiva's ownership of
such New Developments.
7. Indemnity. Consultant agrees to indemnify and hold Optiva harmless from all
claims, demands, and liabilities, including costs and attorney's fees, to which
Optiva is subjected by reason of any breach by Consultant of this Agreement.
Optiva agrees to indemnify and hold Consultant harmless from all claims,
demands, and liabilities, including costs and attorney's fees, to which
Consultant is subjected by reason of any breach by Optiva of this Agreement.
8. Miscellaneous. This Agreement is not assignable. Amendments to this Agreement
shall be made in writing and be signed by each of the parties. This Agreement
shall be governed by the laws of the State of Washington.
OPTIVA CORP. CONSULTANT
Xxxxx Xxxxxx
by: /s/ Xxxxx Xxxxxxxx by: /s/ Xxxxx Xxxxxx
__________________ ___________________
its: President & CEO
__________________ ___________________
Address: 0000 XX 00xx Xxxxxx
Xxxxx Xxxx, XX 00000
Date: May 5, 1998 Telephone: 000-000-0000
-2-
