CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made on August _____, 2003 between CAMINOSOFT
CORPORATION ("CaminoSoft"), with its principal place of business at 000
Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Attention: President,
and XXXXXX XXXXXXXX ("Consultant") at 0000 Xxxxxxx Xxxxxx, Xxxxxxx Xxxx,
Xxxxxxxxxx 00000.
1. Term of Consulting Agreement: This Agreement will become effective on
August ___, 2003, and will continue in effect for a period of two (2) years
unless terminated earlier or extended in writing.
2. Services to be Performed by Consultant. Consultant shall act as a
consultant to the Chairman of the Board and Chief Executive Officer. In
addition, XXXXXX XXXXXXXX shall remain a Director of the company, subject to
annual re-election by shareholders.
3. Status as Independent Consultant. Consultant enters into this
Agreement, and will remain throughout the term of this Agreement, as an
independent consultant. Consultant agrees that he is not an employee, partner,
agent or principal of CaminoSoft while this Agreement is in effect. Consultant
agrees that he is not entitled to the rights and/or benefits afforded
CaminoSoft's employees, including disability or unemployment insurance, workers'
compensation, medical insurance, sick leave, or any other employment benefit.
4. Compensation. As compensation for participation as a consultant,
Consultant shall be paid Two Thousand Five Hundred Dollars ($2,500.00) per
month, plus normal and reimbursable expenses approved by CaminoSoft, and regular
outside Director's compensation. In the event Consultant introduces a potential
acquisition of or financing for CaminoSoft, Consultant shall be entitled to a
five percent (5%) finders fee (based on the total value of each such
transaction) paid to the Consultant or his designee on each approved deal.
Any options or warrants previously granted to Consultant shall remain in
full force and effect during the term of the contract, as if Consultant remained
an employee.
5. Termination of Consulting Services. This Agreement may be terminated by
either CaminoSoft or Consultant upon ninety (90) days written notice. In the
event the Agreement is terminated by CaminoSoft, Consultant shall be entitled to
any unpaid compensation and reimbursement for expenses through the balance of
the term of this Contract. In the event the Contract is terminated by
Consultant, Consultant shall be entitled only to compensation earned through the
date of termination.
6. Conflict of Interest. Consultant shall not engage in any activity which
would constitute a conflict of interest. Consultant agrees that during the term
of this Agreement and for six (6) months thereafter, Consultant shall not
compete either directly or indirectly with CaminoSoft nor serve in any capacity
for any business entity that competes either directly or indirectly with
CaminoSoft without the written consent of CaminoSoft.
7. Confidentiality. Consultant will have access to and become acquainted
with various trade secrets consisting of devices, inventions, processes,
compilations of information, records and specifications which are owned by
CaminoSoft and readily used in the operation of the business. Consultant shall
not disclose any of the aforesaid trade secrets directly or indirectly or use
them in any way, either during the term of this Agreement or at any time
thereafter, except as required in the course of duties as a Consultant. All
files, records, documents, drawings, specifications, designs, program listings,
disks, tapes, equipment ("Documentation") and similar items relating to the
business of CaminoSoft, whether prepared by CaminoSoft or otherwise, coming into
the Consultant's possession, shall remain the exclusive property of CaminoSoft
and shall not be disclosed to any person outside of the Advisory Board.
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8. California Law. This Agreement will be governed by and administered in
accordance with the laws of the State of California.
9. Binding Effect. This Agreement is binding upon and shall inure to the
benefit of the successors and assigns of the parties hereto.
10. Mediation/Arbitration. The parties agree that any and all disputes
arising out of the terms of this Agreement or its interpretation shall attempt
to be resolved through mediation. Either party may demand mediation by sending
written notices by first-class mail to the addresses set forth above. Should the
parties fail to resolve any dispute through mediation, all disputes between the
parties related to or arising out of this Agreement shall be subject to binding
arbitration in Los Angeles County before the American Arbitration Association.
The parties agree that the prevailing party in any arbitration shall be entitled
to injunctive relief in any court of competent jurisdiction to enforce the
arbitration award. The parties agree that the prevailing party in any
arbitration shall be awarded its reasonable attorneys' fees and costs. The
parties hereby agree to waive their right to have any dispute between them
resolved in a court of law by judge or jury.
11. The Entire Agreement. This Agreement represents the entire agreement
and understanding between the company and Consultant concerning the subject
matter of this Agreement and supercedes and replaces any and all prior
agreements and understandings between the parties concerning the subject matter
of this Agreement and the Consultant's relationship with the company, with the
exception of stock options and/or warrant agreements.
12. No Oral Modification. This Agreement may only be amended in writing
signed by Consultant and the President of the company.
13. Notices. All notices are to be sent to the addresses set forth above
by first-class mail.
14. Approval of Board of Directors. This Agreement was approved by the
Board of Directors of CaminoSoft. Consultant abstained from participation in the
approval of this Agreement.
CAMINOSOFT CORPORATION
By: ___________________________________
Name: ___________________________________
Title: ___________________________________
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XXXXXX XXXXXXXX
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