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EXHIBIT 10.3
CONSULTING AGREEMENT
This Agreement is entered into as of November 1, 1997 by and between
Unico, Inc. (the "Company") with a principal place of business at 00000 Xxxxxxx
Xxxxx, Xxxxx X, Xxxxxxx, Xxxxxxxxxx, and Xxx Xxxxxx ("Consultant"), with a
principal place of business at 0000 Xxxxxxxxxxx Xxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx.
W I T N E S S E T H
WHEREAS, the Company has entered into an agreement wherein and whereby
the Company has acquired Starlicon International Corporation ("Starlicon")
effective June 26, 1998 (the Acquisition");
WHEREAS, it is the desire of the Company to effectuate all steps
necessary to bring about a smooth transition in combining the business
operations of the Company and Starlicon;
WHEREAS, it is the desire of the Company to engage the services of the
Consultant to render consultation and management services in connection with
assisting the Company in effectuating a smooth transition in combining the
business operations of the Company and Starlicon.
WHEREAS, it is the desire of the Consultant to consult with the Board
of Directors, the officers of the Company, and the administrative staff, and to
undertake for the Company the direction of certain functions in effectuating a
smooth transition in combining the business operations of the Company and
Starlicon.
NOW THEREFORE in consideration of the promises set forth below and
other good and valuable consideration, receipt of which is hereby acknowledged,
the Company and Consultant agree as follows:
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ARTICLE 1.
TERM OF CONTRACT
1.01. This agreement will become effective November 1, 1997, and will continue
in effect for a period of one (1) calendar year unless terminated earlier.
ARTICLE 2.
SERVICES TO BE PERFORMED BY CONSULTANT
2.01. Specific Services. Consultant agrees to act as a systems liaison for
solving internal problems generated or otherwise caused by the business
combination. Consultant will conduct an industry review, engage in strategic
planning, conduct due diligence related to business opportunities, and perform
tasks called for by management.
2.02. Method of Performing Services. Consultant will determine the method,
details, and means of performing the above-described services.
2.03. Status of Consultant. Consultant enters into this agreement, and will
remain throughout the term of the agreement, as an independent contractor.
Consultant agrees that he is not and will not become an employee, partner,
agent, or principal of the Company while this agreement is in effect. Consultant
agrees is not entitled to the rights or benefits afforded to the Company's
employees, including disability or unemployment insurance, workers'
compensation, medical insurance, sick leave, or any other employment benefit.
Consultant is responsible for providing, at his own expense, disability,
unemployment, and other insurance, worker's compensation, training, permits, and
licenses for himself and for his employees and subcontractors.
2.04 Payment of Income Taxes. Consultant is responsible for paying when due all
income taxes, including estimated taxes, incurred as a result of the
compensation paid by the Company to Consultant for services under this
agreement. On request, Consultant will provide the Company with proof of timely
payment. Consultant agrees to indemnify
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the Company for any claims, costs, losses, fees, penalties, interest, or damages
suffered by the Company resulting from Consultant's failure to comply with this
provision.
2.05 Use of Employees or Subcontractors. Consultant may, at Consultant's own
expense, use any employees or subcontractors as Consultant deems necessary to
perform the services required of Consultant by this Agreement. The Company may
not control, direct, or supervise Consultant's employees or subcontractors in
the performance of those services.
ARTICLE 3
COMPENSATION
3.01 Compensation. In consideration for the services to be performed by the
Consultant, the Company agrees to pay Consultant 130,000 shares of free trading
stock of the Company. The Company agrees to expeditiously take all steps
necessary to register such shares by means of a Form S-8 Registration Statement.
Upon execution of this Agreement, the absolute entitlement to 65,000 of the
above-references 130,000 shares shall vest in the Consultant as a retainer. The
balance of the shares shall vest in the Consultant the earlier of i) completion
of the services described in Article 2 or ii) the expiration of the term set
forth in Article 1.
ARTICLE 4.
OBLIGATIONS OF CONSULTANT
4.01. Minimum Amount of Service. Consultant agrees to devote a minimum of 35
hours per month to performing the above-described services.
4.02. Non-Exclusive Relationship. Consultant may represent, perform services
for, and contract with as many additional clients, persons, or companies as
Consultant, in his sole discretion, sees fit.
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4.03. Time and Place of Performing Work. Consultant may perform the services
under this agreement at any suitable time and location he chooses.
4.04. Tools, Materials, and Equipment. Consultant will supply all tools,
materials, and equipment required to perform the services under this agreement.
4.05. Workers' Compensation. Consultant agrees to provide workers' compensation
insurance for Consultant's employees and agents and agrees to hold harmless and
indemnify The Company for any and all claims arising out of any injury,
disability, or death of any of Consultant's employees or agents.
4.06. Limited Liability. Consultant will not be liable to the Company, or to
anyone who may claim any right due to a relationship with the Company, for any
acts or omissions in the performance of services under the terms of this
agreement or on the part of the employees or agents of Consultant unless those
acts or omissions are due to willful misconduct. The Company will indemnify and
hold Consultant free and harmless from any obligations, costs, claims,
judgments, attorneys' fees, and attachments arising from, growing out of, or in
any way connected with the services rendered to the Company under the terms of
this agreement, unless Consultant is judged by a court of competent jurisdiction
to be guilty of willful misconduct.
4.07. Consultant's Qualifications. Consultant represents that he has the
qualifications and skills necessary to perform the services under this agreement
in a competent, professional manner, without the advice or direction of the
Company. This means Consultant is able to fulfill the requirements of this
agreement. Failure to perform all the services required under this agreement
constitutes a material breach of the agreement. Consultant has complete and sole
discretion for the manner in which the work under this agreement will be
performed.
4.08. Indemnity. Consultant agrees to indemnify, defend, and hold the Company
free and harmless from all claims, demands, losses, costs, expenses,
obligations, liabilities, damages, recoveries, and deficiencies, including
interest, penalties, attorneys' fees, and costs, that the Company may incur as a
result of a breach by Consultant of any representation or agreement contained in
this Agreement.
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4.09. Assignment. Neither this Agreement nor any duties or obligations under
this Agreement may be assigned by Consultant without the prior written consent
of the Company.
ARTICLE 5.
OBLIGATIONS OF THE COMPANY
5.01. Cooperation of The Company . The Company agrees to comply with all
reasonable requests of Consultant and provide access to all documents reasonably
necessary to the performance of Consultant's duties under this agreement.
5.02. Assignment. Neither this agreement nor any duties or obligations under
this agreement may be assigned by The Company without the prior written consent
of Consultant.
ARTICLE 6.
TERMINATION OF AGREEMENT
6.01 Expiration of Agreement. Unless otherwise terminated as provided in this
Agreement, this Agreement will continue in effect for a period of 6 calendar
months or until the services provided for in this Agreement have been fully
performed, whichever is sooner and shall then terminate unless renewed in
writing by both parties.
6.02 Termination on Occurrence of Stated Events. This Agreement will terminate
automatically on the occurrence of any of the following events:
(a) Bankruptcy or insolvency of either party.
(b) Sale of the business of either party.
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(c) Death of the Consultant.
ARTICLE 7.
GENERAL PROVISIONS
7.01. Notices. Any notices required to be given under this agreement by either
party to the other may be effected by personal delivery in writing or by mail,
registered or certified, postage prepaid with return receipt requested. Mailed
notices must be addressed to the parties at the addresses appearing in the
introductory paragraph of this agreement, but each party may change the address
by giving written notice in accordance with this paragraph. Notices delivered
personally will be deemed communicated as of actual receipt; mailed notices will
be deemed communicated as of the fifth day after mailing.
7.02. Entire Agreement of the Parties. This agreement supersedes any and all
agreements, either oral or written, between the parties with respect to the
rendering of services by Consultant for the Company and contains all of the
representations, covenants, and agreements between the parties with respect to
the rendering of those services. Each party to this agreement acknowledges that
no representations, inducements, promises, or agreements,
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orally or otherwise, have been made by any party, or anyone acting on behalf of
any party, which are not contained in this agreement, and that no other
agreement, statement, or promise not contained in this agreement will be valid
or binding. Any modification of this agreement will be effective only if it is
in a writing signed by the party to be charged.
7.03. Partial Invalidity. If any provision of this agreement is held by a court
of competent jurisdiction to be invalid, void, or unenforceable, the remaining
provisions will continue in full force and effect without being impaired or
invalidated in any way.
7.04. Payment of Moneys Due Deceased Consultant. If Consultant dies before
completing the services under this agreement, any moneys due Consultant from the
Company under this agreement as of the date of death will be paid to the
Consultant's executors, administrators, heirs, personal representatives,
successors, and assigns.
7.05. Arbitration. Any controversy between the parties to this agreement
involving the construction or application of any of the terms, covenants, or
conditions of this agreement will, on the written request of one party served on
the other, be submitted to arbitration. The arbitration will comply with and be
governed by the provisions of the California Arbitration Act, Sections 1280
through 1294.2 of the California Code of Civil Procedure.
The parties will each appoint one person to hear and determine the dispute. If
those two persons are unable to agree, then they will select a third impartial
arbitrator whose decision will be final and conclusive on both parties. The cost
of arbitration will be borne in a proportion the arbitrators determine.
7.06. Attorneys' Fees. If any legal action, including an action for declaratory
relief, is brought to enforce or interpret the provisions of this agreement, the
prevailing party will be entitled to reasonable attorneys' fees, which may be
set by the court in the same action or in a separate action brought for that
purpose, in addition to any other relief to which that party may be entitled.
7.07. Governing Law. This agreement will be governed by and construed in
accordance with the laws of the State of California.
Executed at _______________________, California, on ______________,
1998.
UNICO, INC.
By: /s/ WING PO XXXXX
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Wing Po Xxxxx, President
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CONSULTANT
/s/ XXX XXXXXX
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Xxx Xxxxxx
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