PATH1 NETWORK TECHNOLOGIES INC.
0000 Xxxxxx Xx., Xxxxx 000
Xxx Xxxxx, XX. 00000
000-000-0000
Date: September 25, 2002
PATH1 NETWORK TECHNOLOGIES INC. ("COMPANY") and XX. XXXXX XXXXXXXXX
("CONSULTANT") agree as follows:
2. Services and Fees: The Description of Work, which is Exhibit A to
this Contract, describes the services that CONSULTANT will perform and the fees
that COMPANY will pay in return.
3. Term: CONSULTANT will begin work on OCTOBER 1, 2002 ("START DATE")
and, unless terminated sooner, the Contract will end one year from the above
date or as otherwise or additionally stated herein ("END DATE").
4. Reporting:
(A) Consultant: At least once a month, CONSULTANT will report to
COMPANY on the status of the work, prospect introductions and expenses incurred
on behalf of COMPANY.
(B) Form and Delivery: The form of reporting shall be in writing.
Delivery shall be by provided by email.
5. Company Point of Contact : Until further written notice CONSULTANT
shall communicate with Xxxxxxxxx Xxxx, CEO ("CONTACTS") at COMPANY for
performance activities of this Contract.
6. Termination:
(A) Either party may terminate this Contract at any time by giving
written, thirty days (30) notice to the other party.
(B) Following termination of this Contract, COMPANY will continue to
pay CONSULTANT, according to Exhibit A, for and on any and all executed and
performing contracts\agreements\documents\instruments upon which there remains a
condition of payment in cash or in options.
7. Relationship of Parties: Notwithstanding any other statement in or
any implication of any other statement in this Contract, CONSULTANT is an
independent contractor, not an employee of COMPANY. No employment relationship
is created or implied by this Contract for Consulting Services and:
(A) CONSULTANT, as used in this Contract, means the person or entity
(other than COMPANY) that signs this Contract and all its employees and agents.
(B) CONSULTANT shall retain independent professional status throughout
this Contract and shall use his own discretion in performing the tasks assigned.
(C) CONSULTANT is not a COMPANY employee and is ineligible for any
COMPANY employee benefits.
(D) CONSULTANT will report as income to the appropriate government
agencies all compensation received pursuant to this Contract and will pay all
applicable taxes. COMPANY will not make deductions from its fees to CONSULTANT
for taxes, insurance, bonds or any other subscription of any kind.
8. Confidentiality: CONSULTANT acknowledges having signed the COMPANY
Nondisclosure Agreement which is hereby acknowledged to apply to the services
contemplated by this Contract, and hereby affirms his or her commitment to
observe the terms of that Agreement and to abide by the terms of any agreement
between COMPANY and third parties pertaining to the release or use of
information provided by those parties. Breach of the Confidentiality Agreement
shall be considered a material breach of this Contract.
9. Non Exclusivity and No Conflict: Both parties agree that this
Contract is non- exclusive and that either party may enter into similar
Contracts.
10. CONSULTANT Employees and Agents:
(A) CONSULTANT will require each of its employees and agents who work
under this Contract or who have access to COMPANY Confidential Information to
sign a "Letter of Agreement for CONSULTANT's Employees and Agents", if so
requested by COMPANY.
(B) CONSULTANT will require each of its employees and agents who work
under this Contract to follow COMPANY'S work rules while on COMPANY premises or
representing or acting on behalf of the COMPANY.
11. Miscellaneous:
(A) Assignment. CONSULTANT may not assign or delegate, respectively,
its rights or obligations under this Contract without COMPANY's written consent.
(B) Attorneys' Fees. If any legal action is necessary to enforce this
Contract, the prevailing party shall be entitled to reasonable attorneys' fees
and expenses in addition to any other allowable relief.
(C) Governing Law. California law shall govern and enforce this
Contract, without regard to conflict of law principles.
(D) Severability. If any provision of this Contract is found by a
court of competent jurisdiction to be unenforceable for any reason, the
remainder of this Contract shall continue in full force and effect.
(E) Arbitration. At the option of either party, any dispute, other
than an action for equitable relief arising from an alleged breach of
confidentiality, arising from or with respect to this Contract shall be decided
by arbitration by the American Arbitration Association in San Francisco,
California, in accordance with its Commercial rules and conduct discovery in
accordance with the Federal Rules of Civil Procedure. At the request of either
party, the proceedings will be conducted in secrecy.
(F) Complete Understanding; Modification. This Contract and the
attached exhibits constitute the full and complete understanding and agreement
of the parties relating to the subject matter hereof and supersede all prior
understandings and agreements relating to such subject matter. Any waiver,
modification, or amendment of any provision of this Contract shall be effective
only if in writing and signed by the parties. The provisions of this Contract
shall prevail over any conflicting provisions in a purchase order, acceptance
notice or other document.
Path 1 Network Technologies Inc. Xx. Xxxxx Xxxxxxxxx
By: /s/ Xxxxxxxxx Xxxx By: /s/ Xxxxx Xxxxxxxxx
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signature signature
Name: Xxxxxxxxx Xxxx Name: Xxxxx Xxxxxxxxx
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print name print name
Title: CEO Title:
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EXHIBIT A
DESCRIPTION OF THE WORK AND COMPENSATION
CONTRACT\ENGAGEMENT FOR CONSULTING AND BUSINESS DEVELOPMENT SERVICES
between Path1 ("COMPANY") and XX. XXXXX XXXXXXXXX.
1. Services to be Provided: CONSULTANT shall render such services as
may be necessary to complete in a professional manner the work described below.
2. Description of Work: CONSULTING and BUSINESS DEVELOPMENT:
CONSULTANT will introduce COMPANY to prospective business customers, clients,
agents, distributors, VARs, alliance partners and joint venture partners for the
purpose of COMPANY sale, agreement or contract for its products and services or
distribution or alliance, and to provide such other services as the parties
agree may be of value to COMPANY. CONSULTANT will assist COMPANY as requested
for the purpose of seeking additional funding sources as may be needed by
COMPANY from time to time. CONSULTANT will also advise the COMPANY on strategic
and technical issues and will be available as a spokesperson for COMPANY as
reasonably may be requested from time to time. CONSULTANT will work with COMPANY
to establish appropriate meeting times and organize contacts, follow-ups and
initiate discussions regarding agreements and contracts with prospects.
3. Compensation: In consideration for the services rendered in
connection with this Engagement, the COMPANY shall pay CONSULTANT the following:
a) HOURLY FEES: CONSULTANT shall perform up to twenty hours of
services a month at the hourly rate of $250. Payments will be made on a monthly
basis, in arrears, with 15-day payment terms.
b) OPTIONS: CONSULTANT shall receive an option to purchase 75,000
shares of COMPANY's common stock at fair market value upon the execution of this
Agreement and approval of COMPANY's board of directors. The options will have a
cliff and vest in full at six months from the date of grant.
4. Additional Performance Payments: CONSULTANT shall receive options
representing 4% of the total value of any financing arranged by CONSULTANT at
the request of the COMPANY. The options will be fully vested when delivered and
will be at the same strike price as the shares representing the underlying
financing. If the financing is debt-based, the Options will be at the closing
price of COMPANY's common stock on the day of closing of the financing
agreement. Additionally, the parties agree to discuss any appropriate additional
"finder's fee", either in options, cash or a mixture thereof, that may from time
to time be desirable for extraordinary results in establishing strategic
opportunities that CONSULTANT brings to COMPANY, through partnerships, sales, or
otherwise as the case may be.
5. Reporting: CONSULTANT is to report prospective customer\partner
introductions monthly as well as providing a summary of the month's activities
and follow on action items to be coordinated.
6. Expenses: Other than the Travel/PerDiem/Miscellaneous expenses
authorized by the COMPANY in advance, the COMPANY is under no obligation to pay
or reimburse CONSULTANT for any business expenses incurred in connection with
the performance of any of the services contemplated by this Agreement. All
authorized expenses will be reported by CONSULTANT and all remuneration due
CONSULTANT will be due and payable within fifteen (15) days of COMPANY receipt
of report and underlying receipts. Any travel by consultant will be in
accordance with the prevailing policies of COMPANY with regard to travel by its
executives.
Path 1 Network Technologies Inc. Xx. Xxxxx Xxxxxxxxx
By: /s/ Xxxxxxxxx X. Xxxx By:
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Signature Signature
Name: Xxxxxxxxx X. Xxxx Name: Xx. Xxxxx Xxxxxxxxx
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Chief Executive Officer
Date: 9/26/02 Date: 9/26/02
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