Exhibit 99.3
CONSULTING AGREEMENT
This consulting agreement is made and entered into effective the 26th day
of July, 2002, by and between Xxxxx X. Xxxxxx (on behalf of Computer Products
Unlimited, Inc. ("Consultant") and AuGRID Corporation (the "Corporation").
I. EMPLOYMENT
It is the desire of the Corporation to engage the services of Consultant to
perform for the Corporation certain consulting services regarding various
matters relating to the development of the Corporation's Internet presence to
include online commerce, hosting, search engine placement and customer relations
management. In addition, Consultant will provide guidance in IT infrastructure
for Corporation.
II. TERM OF EMPLOYMENT
The respective duties and obligations of the parties to this consulting
agreement shall commence on July 26, 2002, and shall continue thereafter until
July 26, 2003. Upon expiration of this consulting agreement, Consultant shall
return to the Corporation any and all equipment, documents, materials, and any
other "Confidential Information" (as defined below), which Consultant received
from the Corporation.
III. DUTIES OF CONSULTANT
Duties
Consultant will host and maintain the Corporations Internet site; redevelop
the current website to reflect Corporations business and provide an e-commerce
engine for future Internet based sales. In addition, Consultant will develop a
search engine placement strategy, which will place Corporations web site into
over 1200 search engines to gain predominance over Corporations competitors.
Consultant shall be available to consult with the board of directors, the
officers, and the administrative staff of the Corporation at reasonable times
concerning content for web site and guidance with regards to Corporations IT
infrastructure.
Independent Contractor
With respect to the services to be performed by Consultant under this
consulting agreement, Consultant shall be an independent contractor of the
Corporation and shall not be deemed an employee.
Engaging in Other Employment
Consultant shall be available at reasonable times for the services provided
for in this consulting agreement, but shall devote only such time to the affairs
of the Corporation as the Consultant, in his sole judgment, shall deem
necessary. Consultant may represent, perform services for, and be employed by
such additional persons or companies as the Consultant, in his sole discretion
may desire.
IV. WORK FOR HIRE
It is the intention of the parties to this consulting agreement that all
rights, included, without limitation, copyright in any reports, surveys,
marketing, promotional, and collateral materials prepared by Consultant pursuant
to the terms of this consulting agreement, or otherwise, for the Corporation
(the "Work") shall vest in the Corporation. The parties expressly acknowledge
that the Work was specially ordered or commissioned by the Corporation, and
further agree that it shall be considered a "work made for hire" within the
meaning of the copyright laws of the United States, and that the Corporation is
entitled as author to the copyright and all of the rights to the Work,
throughout the world, including, but not limited to, the right to make such
changes in the Work and such uses of the Work, as the Corporation may determine
in its sole and absolute discretion.
V. CONFIDENTIAL INFORMATION
For the purposes of this agreement, "Confidential Information" shall mean
the information described below, which is disclosed by the Corporation to
Consultant in any manner, whether orally, visually, or in tangible form,
including, but not limited to, documents, devices, computer readable media,
trade secrets, formulae, patterns, inventions, processes, customer lists, sales
records, pricing lists, margins, and other compilations of confidential
information, and all copies of such confidential information. Tangible materials
that disclose or embody Confidential Information shall be marked or identified
by the Corporation as "confidential." Confidential Information that is disclosed
orally or visually shall be identified by the Corporation as confidential at the
time of disclosure.
VI. NON-DISCLOSURE PERIOD
Except as expressly permitted by the terms of this agreement, Consultant
shall maintain in confidence and not disclose the Confidential Information for a
period of three years from the date of disclosure (the "Non-Disclosure Period"),
using a fiduciary degree of care to protect the Confidential Information.
VII. LIMITED DISCLOSURE
Consultant shall disclose the Confidential Information only to those of its
employees, third parties, and agents in the normal course of business who have a
need-to-know such information for the reasonable purposes of this agreement, and
who additionally are under a contractual obligation with Consultant to protect
the Confidential Information.
VIII. LIMITS ON CONFIDENTIAL INFORMATION
For the purposes of this agreement, Confidential Information shall
not include any information which Consultant can prove:
a) was in Consultant's possession, or known to Consultant without
confidentiality restriction, prior to disclosure by the
Corporation,
b) was generally known in the trade or business in which
the Corporation is engaged at the time of disclosure to
Consultant, or becomes generally known in the trade or business
after such disclosure, through no act of Consultant,
c) has come into the possession of Consultant without
confidentiality restrictions from a third-party, and such third-
party is under no obligation to the Corporation to maintain the
confidentiality of such information, or
d) was developed by or for Consultant independently without reference
to the Confidential Information.
If a particular portion or aspect of the Confidential Information shall
become subject to any of the above-mentioned exceptions, the parties expressly
agree that all other portions or aspects of the Confidential Information shall
remain subject to all of the provisions of this agreement.
IX. NO REPRODUCTION
Consultant agrees not to reproduce or copy the Confidential Information, by
any means whatsoever, except as may be reasonably required to accomplish
Consultant's intended purpose with regard to the Confidential Information. Upon
termination of this agreement, Consultant's right to use the Confidential
Information shall immediately terminate. Further, upon such termination, or upon
written demand by the Corporation at any time, Consultant shall promptly return
to the Corporation, or destroy, at the Corporation's option, all tangible
materials that disclose or embody any Confidential Information.
X. PROPRIETARY RIGHTS LEGEND
Consultant shall not remove any proprietary rights legend from the
Confidential Information, and shall, upon the Corporation's reasonable request,
add any proprietary rights legend to materials disclosing or embodying the
Confidential Information.
XI. COURT-ORDERED DISCLOSURE
In the event that Consultant is ordered to disclose the Corporation's
Confidential Information pursuant to a judicial or governmental request,
requirement, or order, Consultant shall promptly notify the Corporation in
writing and shall take reasonable steps to assist the Corporation in contesting
such request, requirement, or order, or in otherwise protecting the
Corporation's rights prior to such disclosure.
XII. NO WARRANTIES
Consultant acknowledges that the Confidential Information may still be
under development, may be incomplete, and that such information may relate to
products that are under development or are planned for development. THE
CORPORATION MAKES NO WARRANTIES REGARDING THE ACCURACY OF THE CONFIDENTIAL
INFORMATION. THE CORPORATION ACCEPTS NO RESPONSIBILITY FOR EXPENSES, LOSSES, OR
ACTIONS INCURRED OR UNDERTAKEN BY CONSULTANT AS A RESULT OF CONSULTANT'S RECEIPT
OR USE OF THE CONFIDENTIAL INFORMATION. THE CORPORATION MAKES NO WARRANTIES OR
REPRESENTATIONS THAT IT WILL IN FACT INTRODUCE ANY PRODUCT OR SERVICE RELATING
TO THE CONFIDENTIAL INFORMATION.
XIII. NO LICENSE
Except as may be expressly specified within this agreement, the Corporation
grants no license to Consultant under any copyright, patent, trademarks, trade
secret, or other proprietary right, to use, utilize, or reproduce the
Confidential Information.
XIV. SECURITIES LAW
Consultant hereby expressly acknowledges that the Confidential Information
is likely to include material nonpublic information pursuant to the securities
laws of the United States. Being advised that the Corporation is specifically
relying upon Rule 100(b)(2)(ii) of Regulation FD, in providing the Confidential
Information to Consultant, Consultant expressly agrees that he will not use the
Confidential Information in violation of United States securities laws, and
specifically agrees to keep the Confidential Information in confidence.
XV. COMPENSATION
As compensation for services rendered under the terms of this consulting
agreement, Consultant shall be entitled to receive from the Corporation 125,000
shares of the Corporation's common stock, to be delivered to Consultant as soon
as practicable after registration of those shares on Form S-8 under the
Securities Act of 1933 and delivery of the required prospectus documents.
Consultant shall be responsible for paying its costs and expenses incurred
in connection with the performance of its duties pursuant to the terms of this
consulting agreement.
XVI. GENERAL
This agreement shall be construed under and in accordance with the laws of
the State of Nevada, and all obligations of the parties created under the
contract are performable in Tarrant County, Nevada.
The parties covenant and agree that they will execute such other and
further instruments and documents as are or may become necessary or convenient
to effectuate and carry out the obligations of the parties in accordance with
this agreement.
This agreement shall be binding upon and inure to the benefit of the
parties and their respective heirs, executors, administrators, legal
representatives, successors, and assigns where permitted by this agreement.
This agreement supersedes any prior understandings or oral agreements
between the parties respecting the subject matter contained in this agreement.
All agreements, warranties, representations, and indemnifications contained
in this agreement, specifically including, but not limited to, the provisions of
articles V-XIV above shall survive the termination of this consulting agreement.
This consulting agreement shall be deemed a personal services contract with
regard to the Consultant, and Consultant may not assign any or all of his or her
interest in this agreement without the written consent of the Corporation.
EXECUTED this 26th day of July, 2002.
CONSULTANT:
/s/ Xxxxx X. Xxxxxx
Computer Products Unlimited, Inc.
Xxxxx X. Xxxxxx
00 Xxxxx Xxxxxx, XXX 000
Xxx Xxxx, Xxx Xxxxxx 00000
AuGRID Corporation:
by: /s/ X. X. Xxxxxxx
-----------------
X. X. Xxxxxxx, Chief Executive Officer
0000 X. 00 Xxxxxx, Xxxxxx Xxxxx
Xxxxxxxxx, Xxxx 00000
