DEVELOPMENT FEE AGREEMENT
THIS AGREEMENT is entered into this 10th day of March in the year 2004 by and
between Xxxxxxx Xxxxxxxx, hereinafter referred to as (AM) and Nanosignal,
hereinafter referred to as (NNOS), jointly and together hereinafter referred to
as "The Parties". The recitals, general terms and conditions of this Agreement
are as follows;
RECITLES;
WHEREAS, NNOS and AM have entered into a Consulting Agreement for Independent
Consultant with Non-Competition Clause dated March 10th, 2004;
WHEREAS, AM has entered into an agreement with NNOS for purposes of assigning
all rights, title and interest in the medical waste remediation process and data
storage and transfer.
WHEREAS, under the terms and conditions of the consulting agreement by and
between NNOS and AM, AM is to receive compensation in consideration of services
rendered;
NOW THEREFORE, The Parties hereby agree as follows;
I. COMPENSATION STRUCTURE: The Parties hereby agree that, for and in
consideration, AM shall within seven business days after execution of the
March 10th, 2004 receive the following NNOS stock compensation;
5,000,000 S-8 Free Trading Common Shares
II. INJUNCTIVE RELIEF: The Parties hereby acknowledge that breach of the
provisions of this Agreement would result in irreparable injury and
permanent damage to the Parties, which prohibitions or restrictions The
Parties acknowledge are both reasonable and necessary under the
circumstances, singularly and in the aggregate, to protect the interests of
The Parties. The Parties recognize and agree that the ascertainment of
damages in the event of a breach of the provisions of this Agreement would
be difficult, and that money damages alone would be an inadequate remedy
for the injuries and damages which would be suffered by The Parties from
breach of this Agreement by The Parties. The Parties therefore agree: (i)
that, in the event of a breach of the provisions of this Agreement, the
damaged Party, in addition to and without limiting any of the remedies or
rights which it may have at law or in equity or pursuant to this Agreement,
shall have the right to injunctive relief or other similar remedy in order
to specifically enforce the provisions hereof; and (ii) to waive and not to
(A) assert any defense to the effect that the
Parties have an adequate remedy at law with respect to any such breach or
(B) require that the Party being sued post a bond or any other security.
Nothing contained herein shall preclude either of The Parties from seeking
monetary damages of any kind, including reasonable fees and expenses of
counsel and other expenses, in a court of law.
4. NOTICES. All notices required and given herewith shall be addressed to the
Company or Consultant at the designated address as shown below, and shall be
effective
5. MISCELLANEOUS:
i. This Agreement shall be governed by, construed under, and enforced and
interpreted in accordance with the laws of the State of Nevada.
ii. This Agreement constitutes the entire agreement between the parties and
supersedes any prior understanding or agreement among them respecting the
subject matter hereof.
iii. This Agreement may not be modified or amended except by subsequent
instrument in writing signed by the parties hereto. No term or condition of
this Agreement shall be deemed to have been waived, nor shall there be any
estoppel against the enforcement of any provision of this Agreement, except
by written instrument of the party charged with such waiver or estoppel.
iv. If any term or provision of this Agreement is held illegal, invalid or
unenforceable, such illegality, invalidity or unenforceability will not
affect the legality, validity or enforceability of the remainder of this
Agreement.
THE PARTIES AGREEMENT TO ALL OF THE ABOVE IS EVIDENCED BY THEIR SIGNATURES
HEREINBELOW;
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
/s/ Xxxxx Xxxxx
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Nanosignal: Xxxxx Xxxxx, Chairman/CEO
CONSULTING AGREEMENT FOR INDEPENDENT CONSULTANT WITH NON-COMPETITION CLAUSE
AGREEMENT made this 5th day of March, 2004 between Xxxxxxx Xxxxxxxx (the
"Consultant"), residing at 0000 Xxxxx Xxxxx #0000 Xxx Xxxxx, XX 00000.
Nanosignal Corporation (the "Company"), having its principal place of business
at 000 Xxxxx Xxxxxx Xxxx., Xxxxx 000 Xxxxxxxxxx, XX 00000
IN CONSIDERATION of the Company's retaining the Consultant for independent
consulting Services, and of a thirty (30) day notice of termination provision,
it is agreed as follows:
1. Independent Consulting Services
Whereas the Consultant will work with its technology partners to develop secure
methods of storage and transport of data related to SLICES[TM] image processing
software and its applications regarding facilities and their patient's
recordings and alternative mediums of information sharing. The Company hereby
retains the Consultant and the Consultant hereby agrees to perform Consulting
services upon the terms and conditions contained herein and at consulting fees
as shall be agreed upon from time to time by the parties hereto. This Agreement
shall commence on the date hereof and shall remain in effect for an indefinite
time until terminated by either party giving the other party notice of
termination at least thirty (30) days prior to the effective date of
termination.
2. Independent Contractor
Whereas the Consultant will Research, Develop, and Manufacture Technologically
innovative flash based products that could be assigned to the Company's product,
inline with its strategic goals regarding the deployment of SLICES[TM] image
processing product. The Consultant acknowledges that he is solely an independent
contractor and consultant. The Consultant further acknowledges that he does not
consider himself to be an employee of the Company, and is not entitled to any
Company employment rights or benefits. The Consultant shall not be supervised by
the Company. The Consultant shall provide his own invoices for payment, on his
own letterhead.
3. Confidentiality
The Consultant recognizes and acknowledges that the services the Company
performs for its clients are confidential and to enable the Company to perform
these services, its clients furnish to the Company confidential information
concerning their business affairs, finances, properties, methods of operation
and other data; that the good will of the Company depends, among other things,
upon its keeping such services and information confidential and that
unauthorized disclosure of the same would irreparably damage the Company; and
that by reason of his duties hereunder, the Consultant may come into possession
of information concerning the services performed by the Company for its clients
or information furnished by its clients to the Company, even though the
Consultant does not himself take any direct part in or furnish the services
performed for those clients. All such information concerning clients of the
Company and services rendered by the Company to such clients is hereinafter
collectively referred to as "Confidential Information."
4. Non-Disclosure
The Consultant agrees that, except as directed by the Company, he will not at
any time during or after the term of this Agreement disclose any Confidential
Information to any person whatsoever, or permit any person whatsoever to examine
and/or make copies of any reports or any documents prepared by him or that come
into his possession or under his control by reason of his consulting services,
and that upon
termination of this Agreement he will turn over to the Company all documents,
papers and other matter in his possession or under his control that relate to
the clients of the Company.
5. Injunctive Relief
The Consultant acknowledges that disclosure of any Confidential Information by
him will give rise to irreparable injury to the Company or the owner of such
information, inadequately compensable in damages. Accordingly, the Company or
such other party may seek and obtain injunctive relief against the breach or
threatened breach of the foregoing undertakings, in addition to any other legal
remedies which may be available. The Consultant further acknowledges and agrees
that in the event of the termination of this Agreement his experience and
capabilities are such that he can obtain a consulting arrangement or employment
in business activities which are either (1) of a different or non-competing
nature with his activities as a consultant for the Company, or (2) are carried
on in a different geographic location; and that the enforcement of a remedy
hereunder by way of injunction will not prevent him from earning a reasonable
livelihood. The Consultant further acknowledges and agrees that the covenants
contained herein are necessary for the protection of the Company's legitimate
business interests and are reasonable in scope and content.
6. Mutual Non-Competition
If this Consulting Agreement with the Company terminates for any reason, the
Consultant and Company will not, for a period of two years from the date of
termination, have any business dealings whatsoever, either directly or
indirectly through associates with any customer or client of the Parties or its
subsidiaries or any person or firm with whom the Parties has made contact in
connection with his consulting activities for the Company; and the Consultant
and Company will keep in strictest confidence, both during the term of this
Agreement and subsequent to termination of this Agreement, and will not during
the term of this Agreement or thereafter disclose or divulge to any person, firm
or corporation, or use directly or indirectly, for his own benefit or the
benefit of others, any information which in good faith and good conscience ought
to be treated as confidential information including, without limitation,
information relating to the software developed by the Consultant, information as
to sources of, and arrangements for, hardware supplied to customers or clients
of the Company or Consultant, submission and proposal procedures of the Company
or Consultant, customer or contact lists or any other confidential information
or trade secrets respecting the business or affairs of the Company or Consultant
which the Parties may acquire or develop in connection with or as a result of
the performance of his services hereunder. In the event of an actual or
threatened breach by the Consultant or Consultant of the provisions of this
paragraph, the Company or Consultant shall be entitled to injunctive relief
restraining the Company or Consultant from the breach or threatened breach.
Nothing herein shall be construed as prohibiting the Consultant or Company from
pursuing any other remedies available to the both for such breach or threatened
breach, including the recovery of damages from the Both parties.
(See attached Non Circumvent Agreement)
7. Enforceable
The provisions of this Agreement shall be enforceable notwithstanding the
existence of any claim or cause of action of the Consultant against the Company
whether predicated on this Agreement or otherwise.
8. Governing Law
This Agreement shall be construed in accordance with the laws of the State of
Nevada.
9. Entire Agreement
This Agreement contains the entire agreement of the parties relating to the
subject matter hereof. Any notice to be given under this Agreement shall be
sufficient if it is in writing and is sent by certified or registered mail to
the Consultant at his address as the same appears on the books and records of
the Company or to the Company at its principal office, attention of the
President, or otherwise as directed by the Company, from time to time.
IN WITNESS WHEREOF, the Parties hereto, by their respective officers duly
authorized, have caused tills Agreement to be duly executed and delivered as of
the date first above written.
PARTY A
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/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
MAILING ADDRESS:
0000 Xxxxx Xxxxx #0000
Xxx Xxxxx, XX 00000
CONTACT INFORMATION:
PHONE: 000.000.0000
FAX: 000.000.0000
Primary Email: xxxxxxxxxxxxx@xxxxxxxxxxxx.xxx
PARTY B
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/s/ Xxxxx X. Xxxxx
---------------------------------------
Xxxxx X. Xxxxx
MAILING ADDRESS:
000 Xxxxx Xxxxxx Xxxx., Xxxxx 000
Xxxxxxxxxx, XX 00000
CONTACT INFORMATION:
PHONE: 000.000.0000
Primary Email: xxxxxxx@xxx.xxx
