INDEPENDENT CONTRACTOR AGREEMENT
This agreement is entered into as of the 1st day of January, 2005 between
DynaSig Corporation ("the Company") and Xxxxxxx"Xxxx" Xxxx ("the Contractor")
whose representative will be self.
1. Independent Contractor: Subject to the terms and conditions of this
Agreement, the Company hereby engages the Contractor to perform the services set
forth herein, and the Contractor hereby accepts such engagement.
2. Duties, Term, and Compensation: The Contractor's duties will be to
provide engineering, sales, and marketing consulting services as requested by
the Company. In performance of the duties of this contract, Contractor will
report to the Company President. The term of this contract is from the day and
year first written above through June 30, 2006. As compensation for providing
these services, the contractor will be paid at a rate of $4,000 per month for
services rendered or predetermined fixed cost. For travel on behalf of the
company, expense reimbursement will be at an amount agreed upon between the
contractor and the company in advance.
3. Inventions: Only inventions, discoveries, developments and innovations
relating directly to the Company's products conceived by the Contractor during
this engagement relative to the duties under this Agreement shall be the
exclusive property of the Company; and the Contractor hereby assigns all right,
title, and interest in the same to the Company. Any inventions, discoveries,
developments and innovations conceived by the Contractor and utilized by him in
rendering duties to the company must be disclosed prior to their use and any
licensing to the company will be agreed upon prior to utilization.
4. Conflicts of Interest: Non-hire Provision: The Contractor represents that
he is free to enter into this Agreement, and that this engagement does not
violate the terms of any agreement between the Contractor and any third parties.
5. Restrictive Covenants: Contractor acknowledges that (1) the principal
business of the Company is the research and development of sensors and related
items both national and international in scope, (the "Business"); (2) the
Contractor has had and will have access to confidential information not readily
available to the public and has received / will receive substantial assistance
from the Company in developing information concerning the Company's goodwill and
customers; and (3) the Company would not retain the Contractor without the
agreements and covenants (collectively, the "Restrictive Covenants") contained
in this section 5. Accordingly, the Contractor covenants and agrees that:
5.1. Covenant Not To Compete: During the term of the Agreement the
Contractor shall not, directly or indirectly enter into competition with the
Company Business. This restrictive covenant applies whether the Contractor is
acting for his own account, as an individual, partner, officer, director,
employee, principle, agent, shareholder or in any other capacity.
5.2. Covenant Not To Disclose Confidential Information: The Contractor
acknowledges that during the engagement he will have access to and become
acquainted with various trade secrets, inventions, innovations, processes,
information, records and specifications owned or licensed by the Company and/or
used by the Company in connection with the operation of its business including
without limitation, the Company's business and product processes, methods,
customer lists, accounts and procedures. The Contractor agrees that he will not
disclose any of the aforesaid, directly or indirectly, or use any of them in any
manner, either during the term of this Agreement or at any time thereafter,
except as required in the course of the engagement with the Company. All files,
records, documents, blueprints, specifications, information, letters, notes,
media lists, original artwork, notebooks and similar items relating to the
business of the Company whether prepared by the Contractor or otherwise coming
into his possession, shall remain the exclusive property of the Company. The
Contractor shall not retain any copies of the foregoing without the Company's
prior written permission. Upon the expiration or earlier termination of the
Agreement, or whenever requested by the Company, the Contractor shall
immediately deliver to the Company all such files, records, documents,
specifications, information and other items in his possession or under his
control. The Contractor further agrees that he will not disclose the terms of
this Agreement to any person without the prior written consent of the Company.
6. Merger: This Agreement shall not be terminated by the merger or
consolidation of the Company into or with any other entity.
7. Demonstration Equipment: The Company may provide Contractor with a number
of items. All items shall remain the exclusive property of the Company.
Contractor will be responsible for maintaining the equipment in good condition
while in his possession. Upon the expiration or earlier termination of the
Agreement, or whenever requested by the Company, the Contractor shall
immediately deliver to the Company all such items.
8. Termination: This Agreement shall be terminated by either party upon 30
days written notice to the other party. In addition, if the Contractor is
convicted of any crime or offense, fails or refuses to comply with the written
policies or reasonable directives of the Company, is guilty of serious
misconduct in connection with performance hereunder, or materially breaches
provisions of this Agreement, the Company at any time may terminate the
engagement of the Contractor immediately and without prior written notice to the
Contractor. Any commissions, retainer payments, or other payments may be
withheld by the Company until any pending claims have been resolved. Any moneys
owed the Company by the Contractor shall be immediately due and shall be paid in
full 30 days from "Notice of Termination".
9. Independent Contractor: This Agreement shall not render the Contractor an
employee, partner, agent of, or joint venturer with the Company for any purpose.
The Contractor is and will remain an independent Contractor in his relationship
to the Company. The Company shall not be responsible for withholding taxes with
respect to the Contractor's compensation hereunder. The Contractor shall have
no claim against the Company hereunder or otherwise for vacation pay, sick
leave, retirement benefits, social security, worker's compensation, health or
disability benefits, unemployment insurance benefits, or employee benefits of
any kind.
10. Insurance: The Contractor will carry liability insurance relative to any
service that he performs for the Company. The Contractor agrees that the
Company is to be free from all liabilities and damages resulting from or arising
out of the Contractor's performance of services for the Company.
11. Choice of Law: The laws of the state of Arizona shall govern the
validity of the Agreement, the construction of its terms and the interpretation
of the rights and duties of the parties hereto.
12. Assignment: The Contractor shall not assign any of his rights under
this Agreement, or delegate the performance of any of his duties hereunder,
without the prior written consent of the Company.
13. Notices: Any and all notices, demands, or other communications required
or desired to be given hereunder by any party shall be in writing and shall be
validly given or made to another party if personally served, or if deposited in
the United States mail, First Class, postage prepaid. If such notice, demand or
other communication is given by mail, such notice shall be conclusively deemed
given five days after deposit thereof in the United States mail addressed to the
party to whom such notice, demand or other communication is to be given as
follow:
If to the Contractor: If to the Company:
Attn: Xxxxxxx X. Xxxx DynaSig Corporation
Address: 0000 X. Xxxxxx Xxxxxx Xx. 00000 X. 00xx Xx., Xxxxx 000
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
14. Modification or Amendment: No amendment, change or modification of this
Agreement shall be valid unless in writing signed by the parties hereto.
15. Entire Understanding: This document and any exhibit attached constitute
the entire understanding and agreement of the parties, and any and all prior
agreements, understandings, and representations are hereby terminated and
canceled in the entirety and are of no further force and effect.
16. Unenforceability of Provisions: If any provision of this Agreement, or
any portion thereof, is held to be invalid and unenforceable, then the remainder
of this Agreement shall nevertheless remain in full force and effect
IN WITNESS WHEREOF the undersigned have executed this Agreement as of the
day and year first written above. The parties hereto agree that facsimile
signatures shall be as effective as if originals.
Contractor: DynaSig Corporation:
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxx
------------------- ------------------
Its: ___self______ [title or position] Its: President
Tax ID: ###-##-####
Phone: 000-000-0000
Fax:
Email:xx@xxxxxxxxxxxxx.xxx
