Consulting Agreement Intesec Group LLC & LMIC Manufacturing 1 of 6
EXHIBIT 10.12
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement ("Agreement") is made and effective this
November 19, 2003, by and between InteSec Group LLC, XX Xxx 000, Xxxxxxxxx, XX
00000 a New Jersey Limited Liability Company ("Consultant") and LMIC
Manufacturing, Inc., 0000 Xxxxxxxx Xxxxx Xxxx, Xxxxxxxxxx, XX 00000 ("Company").
Now, therefore, Consultant and Company agree as follows:
1. ENGAGEMENT.
Company hereby engages Consultant, and Consultant accepts engagement to provide
to Company the following services:
InteSec Group LLC is being hired to provide:
o One year, November 24, 2003 to November 23, 2004 Marketing Consulting
Services. These services will be performed at InteSec Group LLC, on the
road or at the Companies facilities.
o Provide support for the Company in their GSA contract.
o Provide support in marketing to the Federal, State and Local Government
listed clients and others.
o Aide in the determination and methods for obtaining Federal and listed
client business.
o Gather Marketing and Sales information.
o Create in the government product and brand recognition an awareness of
LMIC.
o Provide support in developing reseller, integrator and partnering
relationships.
o Provide strategy and program development with integrators, government
contractors and the federal government.
o Provide support of bid or proposal strategy.
o Provide support for bid development.
o Provide support for contract negotiation.
o Provide support for contract management.
o Provide support for equipment / services price proposals.
2. TERM.
Consultant shall provide services to Company pursuant to this Agreement for a
term commencing on November 24, 2003 and ending on November 23, 2004.
3. PLACE OF WORK.
Consultant shall render services primarily at the InteSec Group LLC facilities
or on the road, but will, upon request, provide the services at Company offices
or such other places as reasonably requested by Company as appropriate for the
performance of particular services. The Company will reimburse expenses
associated with travel to these locations.
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4. TIME.
Consultant's organization daily schedule and hours worked under this Agreement
on a given day shall generally be subject to Consultant's discretion, provided
that Consultant and Company anticipate that Consultant shall work on average 50
hours per month in the performance of services pursuant to this Agreement.
Company relies upon Consultant to devote sufficient time as is reasonably
necessary to fulfill the spirit and purpose of this Agreement.
5. PAYMENT.
Company shall pay Consultant, either in cash or equity or mix at Company's
choice. The mix of stock shall not exceed $8,000 per month. The price per share
that will be the divisor for calculation of the number of shares to be issued
for the per-month stock payment will be the average value of the share price at
the closing of the last five days of the month. The $8,000 monthly stock payment
will be divided by the per share divisor. The $16,000 payment (all reference to
payments, cash payments, or equity payment in this agreement can be satisfied by
a mix of cash and equity at the Company's election, the minimum cash payment
shall be $8,000) per month for services, plus a 8% commission on the first 20
million (0-20 million) of sales, 7% on sales form $20-40 million, and 6% for
sales above the total of $40 million for assigned government and agreed accounts
for goods sold due to the Consultant's efforts. The Consultant will also be
reimbursed for expenses; expense payment terms are Net 15 Days. Assigned
accounts are listed in Attachment 1, to be revised from time to time. The
Consultant will continue be paid on contracts closed after November 15, 2003 or
assigned accounts from November 15, 2003 a sum of 4% of goods and services sold
for a period of twelve (12) months after termination of this Agreement. All
services rendered by Consultant, and all cost associated with Consultant are
directly related to government related businesses and are considered direct cost
and used in the calculation of overhead to the government as a cost of doing
business.
(a) Commission Entitlement;
(i) Commissions of an 8% commission on the first 20 million (0-20
million) of sales, 7% on sales from $20-40 million, and 6% for sales above
the total of $40 million of Actual Cash Collections shall be paid to the
Consultant for sales to Clients assigned by the company during the term of
this agreement. Commissions of 4% shall be paid for a period of 18 months
after the term of this Agreement. After the term of this contract the
Consultant will be paid In accordance with the provisions of this Section
5(a), the Company shall calculate a Commission Entitlement (as defined
below) for the Consultant, provided that this Agreement has not been
terminated prior to any of the dates utilized in such calculations as set
forth herein.
(ii) An assigned customer is created by attachment to this document
or submission by the Consultant of a letter or email identifying Contracts
that have been initiated and are being negotiated by the Consultant for
the Company. The company will respond with an email or written document
within 5 days with confirmation of assignment or the account will be
assigned or the fact that this account is not available.
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(iii) Only an authorized officer of the Company can sign a contract
or customer agreement. The consultant will present contracts or customer
agreements for signature.
(iv) As used in this Section 5, the following term has the indicated
meaning:
"Actual Cash Collections" of the Company for any period with
respect to a assigned Customer means the difference between (A) the
gross cash collections actually received by the Company from such
assigned Customers during such period and (B) all sales, use or
similar taxes and third party commissions payable by the Company for
such period with respect to such period and any discounts or
allowances accrued by the Company during such period with respect to
such assigned Customer.
(v) Within fifteen (15) days after the end of each calendar month,
the Company shall calculate an amount for such calendar month that equals
the percentages provided under Section 5(a)(i) of the Actual Cash
Collections of the Company and shares to be paid from all Agreements
resulting from introductions or to assigned Clients during such calendar
month (the "Commission Entitlement");
(vi) The Company shall satisfy any Commission Entitlement Subject to
the provisions of Section 5(a)(iv):
(A) Within thirty (30) days after the end of each calendar
month, the Company shall pay or issue to Consultant the Commission
Entitlement in a cash payment.
(B) Any equity issued as compensation will be restricted
common shares under SEC Rule 144, with standard registration rights,
piggy back registration rights and tag along rights.
(vii) The Consultant acknowledges that the Consultant will be solely
responsible for calculating and paying all applicable federal, state and
local income taxes with respect to any and all payments.
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5.1 EXPENSES.
Consultant will be reimbursed for pre-approved travel and lodging expenses. This
pre-approval can be verbal or in the form of an email from the Company to
Consultant upon appropriate e-mail request from Consultant.
6. CONFIDENTIALITY.
During the term of this Agreement, and thereafter for a period of two (2) years,
Consultant shall not, without the prior written consent of Company, disclose to
anyone any Confidential Information. "Confidential Information" for the purposes
of this Agreement shall include Company's proprietary and confidential
information such as, but not limited to, customer lists, business plans,
marketing plans, financial information, designs, drawing, specifications,
models, software, source codes and object codes. Confidential Information shall
not include any information that:
A. Is disclosed by Company without restriction,
B. Becomes publicly available through no act of Consultant;
C. Is rightfully received by Consultant from a third party.
7. TERMINATION.
This agreement can be terminated by mutual agreement or:
A. This Agreement may be terminated by the Company as follows:
i. Breach or default of any obligation of Consultant pursuant to Section 6,
Confidentiality, of this Agreement.
ii. The company decides to cancel the agreement after 180 days, with 60 days
prior notice.
iii. Breach or default by Consultant of any other material obligation in this
Agreement, which breach or default is not cured within fifteen (15) days
of written notice from the Company.
B. Consultant may terminate this Agreement as follows:
i. Breach or default of any material obligation of Company, which breach or
default is not cured within fifteen (15) days of written notice from
Consultant.
ii. If Company files protection under the federal bankruptcy laws or any
bankruptcy petition or petition for receiver is commenced by a third party
against Company, any of the foregoing of which remains undismissed for a
period of sixty (60) days.
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8. INDEPENDENT CONTRACTOR.
Consultant is and throughout this Agreement shall be an independent contractor
and not an employee, partner or agent of Company. Consultant shall not be
entitled to nor receive any benefit normally provided to Company's employees
such as, but not limited to, vacation payment, retirement, health care or sick
pay. Company shall not be responsible for withholding income or other taxes from
the payments made to Consultant. Consultant shall be solely responsible for
filing all returns and paying any income, social security or other tax levied
upon or determined with respect to the payments made to Consultant pursuant to
this Agreement.
9. TOOLS AND SUPPLIES.
Unless otherwise agreed to by Company in advance, Consultant shall be solely
responsible for procuring, paying for and maintaining any computer equipment,
software, paper, tools or supplies necessary or appropriate for the performance
of Consultant's services hereunder.
10. CONTROLLING LAW.
This Agreement shall be governed by and construed in accordance with the laws of
the State of Maryland.
11. HEADINGS.
The headings in this Agreement are inserted for convenience only and shall not
be used to define, limit or describe the scope of this Agreement or any of the
obligations herein.
12. FINAL AGREEMENT.
This Agreement constitutes the final understanding and agreement between the
parties with respect to the subject matter hereof and supersedes all prior
negotiations, understandings and agreements between the parties, whether written
or oral. This Agreement may be amended, supplemented or changed only by an
agreement in writing signed by both of the parties.
13. NOTICES.
Any notice required to be given or otherwise given pursuant to this Agreement
shall be in writing and shall be hand delivered, mailed by certified mail,
return receipt requested or sent by recognized overnight courier service as
follows:
If to Consultant:
InteSec Group LLC
XX Xxx 000
Xxxxxxxxx XX 00000
ATT: Xxxx X Xxxxxxx, Managing Member
If to Company:
LMIC Manufacturing, Inc.
0000 Xxxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx, President & CEO
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14. SEVERABILITY.
If any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the
date first above written.
InteSec Group LLC LMIC Manufacturing, Inc.
By: /s/Xxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxxx
--------------------------- ---------------------------
Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx
Managing Member President & CEO
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Attachment 1
Assigned Accounts, for Domestic US-based contracts only
(or their surviving entities if merged or acquired)
1. United States Federal, State and Local Governments (50 States)
2. National Guard (50 States)
3. Lockheed Xxxxxx
4. Boeing
5. Amtrak
6. Computer Science Corporation (CSC)
7. Tyco / ADT
8. Xxxx Industries
9. Northrop Grumman (TRW)
10. US Army
11. US Navy
12. US Air Force
13. US Secret Service
14. National Security Agency (NSA)
15. Central Intelligence Agency (CIA)
16. Department of Energy (DOE)
17. Department of Transportation (DOT)
18. Federal Aviation Administration (FAA)
19. Federal Bureau of Investigation (FBI)
20. Bureau of Printing and Engraving
21. US Department of State
22. NY/NJ Port Authority
23. Xxxxxxxxxxxx Xxxxxxxxxxxxxx Xxxxxxxxx xx Xxx Xxxx (XXX)
24. EDS
25. E-Systems
26. L-3 Communications Corporation
27. Electric Fuel Corporation
Excluded are:
1. All non US domestic contracts
2. Existing relationship with:
a. National Security Agency, Fort Xxxxx, Maryland
x. Xxxxxxxx Grumman (TRW), BWI Airport Plant
c. Subcontract with the US Army through Voxtek, a division of Marine
Acoustics
d. Subcontract with the Naval Research Lab through DePaul
