[View Systems, Inc. letterhead]
Consultant Agreement / Purchase Agreement
This Agreement is made effective as of May 24, 2002 by and between:
View Systems, Inc., of Xxxxxxxxx, XX 00000, and
&
Xxxx Xxxxxx
In this Agreement, the party who is contracting to be receiving services shall
be referred to as "View", and the party who will be providing the services
shall be referred to as "Xxxxxx".
Whereas Xxxxxx has a background in research and development of electronic
technology products. View desires to have services provided by Xxxxxx.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Xxxxxx has been performing and shall perform
the following services for View: Research & Development.
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be
performed and the specific hours to be worked by Xxxxxx shall be determined by
Xxxxxx. View will rely on Xxxxxx to work as many hours as may be reasonably
necessary to fulfill Xxxxxx'x obligations under this Agreement. Xxxxxx will
report to the CEO during this engagement.
3. PAYMENT. View grants Xxxxxx 435,000(1) shares of common stock for
performing the above duties and assigning license agreement number (99-LA-
005). View agrees to register(2) the shares for resale, at its expense. This
registration obligation includes View's obligation to (i) use its best efforts
to register or qualify the shares acquired upon exercise of the warrants for
offer or sale under state securities or blue sky laws of such jurisdictions as
Xxxxxx shall reasonably request and do any and all other acts and things which
may be necessary or advisable to enable Xxxxxx to consummate the proposed
sale, transfer or other disposition of such securities in any jurisdiction;
and (ii) furnish to Xxxxxx any prospectus included in any such registration
statement, and all amendments and supplements to such documents, in each case
as soon as available and in such quantities as Xxxxxx may from time to time
reasonably request.
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(1) These shares shall include the purchase of the license agreement number
from INEEL (99-LA-005)
(2) This registration will occur in an S-8 filing
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4. NEW PROJECT APPRONGUYEN. Xxxxxx and View recognize that Xxxxxx'x
Services will include working on various projects for View. Xxxxxx shall
obtain the approNguyen of View prior to the commencement of a new project.
5. TERM/TERMINATION. This Agreement may be terminated by either party
upon 30 days notice to the other party.
6. RELATIONSHIP OF PARTIES. It is understood by the parties that
Xxxxxx is an independent contractor with respect to View, and not an employee
of View. View will not provide fringe benefits, including health insurance
benefits, paid vacation, or any other employee benefit, for the benefit of
Xxxxxx.
7. DISCLOSURE. Xxxxxx is required to disclose any outside activities
or interests, including ownership or participation in the development of prior
inventions, that conflict or may conflict with the best interests of View.
Prompt disclosure is required under this paragraph if the activity or interest
is related, directly or indirectly, to:
- a product or product line of View
- a manufacturing process of View
- a customer or potential customer of View
- a product or system design of View
- a distributor, reseller or OEM of View
8. INDEMNIFICATION. Xxxxxx agrees to indemnify and hold View harmless
from all claims, losses, expenses, fees including attorney fees, costs, and
judgments that may be asserted against View that result from the acts or
omissions of Xxxxxx, Xxxxxx'x employees, if any, and Xxxxxx'x agents.
9. ASSIGNMENT. Xxxxxx'x obligations under this Agreement may not be
assigned or transferred to any other person, firm, or corporation without the
prior written consent of View.
10. NONSOLICITATION. During the term of this Agreement, and for 12
months thereafter, Xxxxxx shall not solicit or hire View's employees to work
for it, nor shall he solicit View's customers to sell products substantially
similar to View's products. During the term of this Agreement, and for 12
months thereafter, Xxxxxx shall not compete, directly or indirectly with View,
in producing, selling and distributing products that are substantially similar
to View's products.
11. CONFIDENTIALITY. View recognizes that Xxxxxx has and will have the
following information:
- inventions
- products
- prices
- costs
- discounts
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- future plans
- business affairs
- trade secrets
- technical information
- customer lists
- product design information
- copyrights
and other proprietary information (collectively, "Information") which are
Nguyenuable, special and unique assets of View and need to be protected from
improper disclosure. In consideration for the disclosure of the Information,
Xxxxxx agrees that he will not at any time or in any manner, either directly
or indirectly, use any Information for Xxxxxx'x own benefit, or divulge,
disclose, or communicate in any manner any Information to any third party
without the prior written consent of View. Xxxxxx will protect the
Information and treat it as strictly confidential. A violation of this
paragraph shall be a material violation of this Agreement.
12. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Xxxxxx
has disclosed (or has threatened to disclose) Information in violation of this
Agreement, View shall be entitled to an injunction to restrain Xxxxxx from
disclosing, in whole or in part, such Information, or from providing any
services to any party to whom such Information has been disclosed or may be
disclosed.
13. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions
of this Agreement shall remain in full force and effect after the termination
of this Agreement.
14. RETURN OF RECORDS. Upon termination of this Agreement, Xxxxxx
shall deliver all records, notes, data, memoranda, models, and equipment of
any nature that are in Xxxxxx'x possession or under Xxxxxx'x control and that
are View's property or relate to View's business.
15. NOTICES. All notices required or permitted under this Agreement
shall be in writing and shall be deemed delivered when delivered in person or
deposited in the United States mail, postage prepaid, addressed as follows:
IF for View:
View Systems, Inc.
Xxxxxxx Than, President
Or its Board of Directors
IF for Xxxxxx:
000 Xxxx 00xx Xx.
Xxxxx Xxxxx, XX 00000
Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.
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16. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties and there are no other promises or conditions in any other
agreement whether oral or written. This Agreement supersedes any prior
written or oral agreements between the parties.
17. AMENDMENT. This Agreement may be modified or amended if the
amendment is made in writing and is signed by both parties.
18. SEVERABILITY. If any provision of this Agreement shall be held to
be inNguyenid or unenforceable for any reason, the remaining provisions shall
continue to be Nguyenid and enforceable. If a court finds that any provision
of this Agreement is inNguyenid or unenforceable, but that by limiting such
provision it would become Nguyenid and enforceable, then such provision shall
be deemed to be written, construed, and enforced as so limited.
19. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to
enforce any provision of this Agreement shall not be construed as a waiver or
limitation of that party's right to subsequently enforce and compel strict
compliance with every provision of this Agreement.
20. APPLICABLE LAW. This Agreement shall be governed by the laws of
the State of Maryland.
Party receiving services:
View Systems, Inc.
By:/s/Xxxxxxx Than
Xxxxxxx Than
Chairman & CEO
Party providing services:
/s/Xxxx Xxxxxx 8/27/2002
Dr. LiemNguyen
Research and Development
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