Exhibit 4.8
PSi Technologies Holdings, Inc. and Firebird Consulting Group, LLC
Consulting Agreement
This Consulting Agreement entered into effective as of August 9, 1999
("Effective Date"), by and between PSI Technologies Holdings Inc., a corporation
having its principal place of business at XXX Xxxxxxx, Xxxxxx, Xxxxx Xxxxxx,
Xxxxxxxxxxx and Firebird Consulting Group, LLC, specifically Xxxxxxx Xxxxx
(Consultant), an Arizona corporation having its principal place of business at
0000 X. Xxxxxxx, Xxxxx, XX 00000.
IT IS AGREED:
1. Responsibilities of Consultant
Consultant will provide advisory service to The President and Board of
Directors of PSI Technologies. He will attend regular Board meetings
expected to be held every two months. He will advise the Board of
Directors on Investment and Operations. He will provide recommendations on
growth investments particularly related to expansion into new countries.
From time to time at the request of the President or Board of Directors he
may be requested to do site analysis. He will provide recommendations on
operations excellence.
2. Term and Termination
Term: The term of this Agreement shall be for one year from the effective date,
and renewable, by mutual agreement, on a yearly basis after that.
Termination: Either party may terminate this Agreement at its convenience, for
any or no reason whatsoever, upon thirty (30) days' prior written notice to the
other. In such event, Consultant shall continue to provide services until the
termination date, unless otherwise advised by PSI Technolgies.
3. Survival
Section 5 shall survive termination or expiration of this Agreement for a period
of six (6) months from the effective date of such termination or expiration.
Section 6 shall survive termination or expiration of this Agreement for a period
of twenty-four (24) months from the effective date of such termination or
expiration.
4. Consulting Fees
PSI Technologies shall pay to Consultant an amount equal to the lesser of (i)
one thousand US dollars ($1,000) per day or (ii) two hundred US dollars ($200)
per hour for performance of responsibilities. Billable time will include
international travel time.
Upon termination of the Agreement, payments under this paragraph shall cease,
provided however, that Consultant shall be entitled to payments for billable
time that occurred prior to the date of termination and for which Consultant has
not yet been paid. Consultant shall be entitled to
reimbursement from PSI Technolgies for related expenses. All travel expenses
must be documented using Firebird Consulting Group's standard form.
5. Indemnification
Consultant shall indemnify, defend and hold PSI Technolgies harmless from any
expenses, damages, costs, or losses resulting from any suit or proceeding
brought for infringement of patents, trademarks, copyrights or other
intellectual property or for unfair competition arising from compliance with
designs, specifications or instructions.
6. Confidentiality
Consultant recognizes that PSI Technologies has and will have copyrights,
business affairs, future plans, trade secrets, process information, technical
information, and other proprietary information (collectively, "Information")
which are valuable, special and unique assets of PSI Technologies. Consultant
agrees that he will not at any time or in any manner, either directly or
indirectly, use any Information for the Consultant's own benefit, or divulge,
disclose or communicate in any manner any Information to any third party without
the prior written consent of PSI Technologies. Consultant will protect
Information and treat it as strictly confidential.
7. General
This Agreement constitutes the complete understanding and agreement with respect
to the subject matter hereof, and supersedes all prior understandings and
agreements relating to its subject matter. This Agreement may not be waived,
modified or amended unless mutually agreed upon in writing. This Agreement, nor
any rights or obligations, may be assigned by Consultant without written consent
of PSI Technologies. This Agreement shall be governed by the laws of the State
of Arizona.
Agreed to this 9th day of August, 1999
PSi Technologies Holdings, Inc. Firebird Consulting Group LLC
/s/ Xxxxxx X. Xxxxx, Xx. /s/ Xxxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Xx. Xxxxxxx X. Xxxxx
Chairman & CEO President
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