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EXHIBIT 6.10
CONSULTING AGREEMENT
CONSULTING AGREEMENT made this 30th day of October, 2000 by and between
ULTRASTRIP SYSTEMS, INC., a Florida corporation ("Ultrastrip"), and T.A.S.T.
CORPORATION, a New Jersey corporation ("T.A.S.T.").
RECITAL:
Ultrastrip wishes to engage T.A.S.T. as a business development consultant and
T.A.S.T. is willing to accept such engagement on the terms and conditions herein
set forth.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, it is agreed as follows:
1. RESPONSIBILITIES. As an independent contractor, T.A.S.T. shall devote time
and attention to procuring coatings removal orders from Cammell Laird Company in
the United Kingdom and Dubai Drydocks in the Middle East for Ultrastrip's
robotic hydroblasting contract services division. In addition, upon request of
Ultrastrip, T.A.S.T. shall assist in the development of business relations
between Ultrastrip and shipyards worldwide. Services shall be rendered by
T.A.S.T. without any direct supervision by Ultrastrip. T.A.S.T. shall devote
such time as is necessary to fulfill such duties.
2. COMPENSATION. As compensation for services rendered hereunder, T.A.S.T. shall
be issued fifty thousand (50,000) shares of Ultrastrip's common stock. T.A.S.T.
acknowledges (a) that it shall acquire and hold said shares for investment
purposes only and not with a view to the distribution or transfer thereof and
(b) that said shares are "restricted" under federal securities laws and may not
be resold unless they are registered with the Securities and Exchange Commission
or qualify for an exemption from such registration. In the event that any entity
first introduced to Ultrastrip by T.A.S.T. orders robotic hydroblasting services
from Ultrastrip, T.A.S.T. shall receive two percent (2%) of such proceeds as a
commission, provided that T.A.S.T. shall have informed Ultrastrip in writing as
to the identities of such entities before soliciting them and obtained the
written approval of Ultrastrip to solicit them. In the event that any individual
or entity first introduced to Ultrastrip by T.A.S.T. invests in Ultrastrip,
T.A.S.T. shall receive five percent (5%) of such proceeds as a commission,
provided that T.A.S.T. shall have informed Ultrastrip in writing as to the
identities of any such parties before entering into any discussions about such
investment and obtained the written approval of Ultrastrip to commence such
discussions.
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3. EXPENSE REIMBURSEMENT. Ultrastrip shall reimburse T.A.S.T. for all travel and
related expenses incurred by T.A.S.T. in performing services hereunder upon
presentation of expense statements, vouchers or other evidence of payment,
provided that T.A.S.T. shall have received the express written consent of
Ultrastrip before the incurrence of any expense in excess of five hundred
dollars ($500). Ultrastrip has advanced to T.A.S.T. the sum of ten thousand
dollars ($10,000) for anticipated expenses under this provision.
4. CONFIDENTIALITY COVENANT.
(a) PROPRIETARY INFORMATION.
(i) T.A.S.T. acknowledges that during the course of performing
services hereunder, Ultrastrip may disclose information which Ultrastrip
considers proprietary and secret ("Proprietary Information"). Any such
Proprietary Information shall be disclosed to T.A.S.T. in written or oral form
and marked "Proprietary Information" if in written form. If Ultrastrip is unable
to disclose such information initially in written form, it shall, within sixty
(60) days of first orally disclosing such information, provide T.A.S.T. with a
copy of such information in written form marked "Proprietary Information."
(ii) T.A.S.T. shall not disclose any Proprietary Information
to any person or entity other than representatives or agents of Ultrastrip.
T.A.S.T. shall treat all such information as the confidential and proprietary
property of Ultrastrip.
(iii) Information shall not be marked "Proprietary
Information" if it (A) is or becomes generally available to the public other
than by disclosure in violation of this Agreement; (B) was within T.A.S.T.'s
possession prior to being furnished to it by Ultrastrip hereunder; (C) becomes
available to T.A.S.T. on a non-confidential basis from a party which does not
have a confidentiality obligation to Ultrastrip respecting such information; or
(D) is independently developed by T.A.S.T. without reference to any information
received from Ultrastrip by T.A.S.T.
(iv) T.A.S.T. may disclose any Proprietary Information that is
required to be disclosed by law, government or court order. If disclosure is
required, T.A.S.T. shall give Ultrastrip advance notice so that Ultrastrip may
seek a protective order or take other action reasonable in light of the
circumstances.
(v) Upon termination of this Agreement, T.A.S.T. shall
promptly return to Ultrastrip all materials containing Proprietary Information
as well as data, records, reports and other property furnished by Ultrastrip to
T.A.S.T., together with all copies of any of the foregoing. Notwithstanding such
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return, T.A.S.T. shall continue to be bound by the terms of the confidentiality
provisions contained in this Agreement for a period of five (5) years after
termination of this Agreement.
(b) DATA OWNERSHIP. Ownership of data generated by T.A.S.T. while
performing duties under this Agreement is vested exclusively in Ultrastrip.
(c) ABSENCE OF CONFLICT. T.A.S.T. represents and warrants that its
performance of the provisions of this Section 4 does not and will not breach any
agreement to keep in confidence Proprietary Information acquired by it in
confidence or in trust. T.A.S.T. further represents and warrants that it has not
entered into and shall not enter into any agreement, either written or oral, in
conflict with its ability to assign specific rights as described herein or with
its ability to perform the duties as described herein.
5. ADDITIONAL COVENANTS. T.A.S.T. acknowledges that Ultrastrip would be
irreparably harmed if it fails to comply with the obligations listed below.
Accordingly, in consideration of the benefits inuring to T.A.S.T. hereunder, and
as an inducement to Ultrastrip to enter into this Agreement, T.A.S.T. hereby
covenants and agrees that during the Term and for a period of five (5) years
from the date of termination or expiration of the Term or any extension thereto,
it will not:
(a) disclose to any third party Proprietary Information obtained during
the Term of this Agreement without the express written permission of Ultrastrip
unless expressly required to do so by a regulatory agency or by a court order;
(b) solicit, entice or induce any employee of Ultrastrip to terminate
his or her employment or engage in any competitive business;
(c) solicit, entice or induce any vendor, investor, customer or
distributor of Ultrastrip to terminate or diminish its relation with Ultrastrip;
or
(d) otherwise damage, disparage or interfere with Ultrastrip's
business.
T.A.S.T. acknowledges that the foregoing covenants will not prevent it from
conducting its primary business or consulting for other companies. They are
designed to prevent a competitive business from gaining unfair advantage from
T.A.S.T.'s knowledge of Proprietary Information or otherwise damaging or
interfering with Ultrastrip's business.
6. TERMINATION. This Agreement shall commence on the date of mutual execution
hereof and remain effective until terminated by either party (the "Term").
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T.A.S.T. may terminate this Agreement upon sixty (60) days' prior written
notice. T.A.S.T.'s covenants and agreements under Sections 4 and 5 hereof shall
survive the termination or expiration of the Term. T.A.S.T. acknowledges that
legal remedies for the breach or threatened breach of such covenants and
agreements would be inadequate and therefore agrees that Ultrastrip shall be
entitled to injunctive relief, in addition to any other available rights and
remedies, in case of any breach or threatened breach.
Ultrastrip may terminate this Agreement upon written notice for breach hereof by
T.A.S.T., if Ultrastrip enters into bankruptcy or receivership proceedings, or
in the event of a merger or consolidation in which Ultrastrip is not the
survivor.
7. MISCELLANEOUS.
(a) In the event that there is any dispute between the parties hereto,
the parties agree to submit the matter to binding arbitration in Stuart, Florida
in accordance with the commercial rules of the American Arbitration Association
then applicable before a panel of three (3) arbitrators. The decision of the
panel of arbitrators shall be final, binding and conclusive upon the parties
hereto and judgment thereon may be entered in any court having jurisdiction. The
costs of such arbitration shall be paid or reimbursed by the non-prevailing
party.
(b) This Agreement contains the entire understanding between the
parties concerning the subject matter hereof.
(c) This Agreement may not be assigned or conveyed. The consulting
obligations set forth herein are the personal obligations of T.A.S.T.
(d) This Agreement may be changed only by an agreement in writing
signed by the party against whom enforcement of any waiver, change, modification
or discharge is sought.
(e) Any notices, demands, directions or requests required or desired to
be given hereunder to a party hereto shall be in writing and shall be given or
made by first-class mail to the respective address written below. Each party may
designate a different address by notice in writing to the other party.
(f) This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their successors.
(g) This Agreement shall be construed in accordance with and governed
by the laws of the State of Florida.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above written.
ULTRASTRIP SYSTEMS, INC.
By: /s/ Xxxxxx X. XxXxxxx
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Xxxxxx X. XxXxxxx, President
Address: 0000 X.X. Xxxxxx Xxxxxxx
Xxxxxx, XX 00000
T.A.S.T. CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, President
Address: 000 Xxxxxxxxx Xxxxx
X. Xxxxxxxx, XX 00000
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