EXHIBIT 99.11
CONSULTING AND SCIENTIFIC AGREEMENT
AGREEMENT made this 11 day of January, 1999, by and between XXXXX
XXXXX, having an address at 000 Xxxx Xxx, Xxxxxxxxxx, Xxx Xxxxxx 00000
hereinafter referred to as the "Consultant", and R-TEC TECHNOLOGIES, INC., whose
principal place of business is located at 00 Xxxxxxx Xxxxx, Xxxxxxxxx, Xxx
Xxxxxx 00000, hereinafter referred to as "Company".
WHEREAS, the Company desires to engage the services of the Consultant
to perform for the Company consulting services regarding scientific experiments
and research on reactive paints as an independent contractor and not as an
employee; and
WHEREAS, Consultant desires to consult with the Board of Directors, the
officers of the Company, and the administrative staff, and to undertake for the
Company consultation as to the direction of certain functions in said
development of reactive paints.
NOW, THEREFORE, it is agreed as follows:
1. Term. The respective duties and obligations of the contracting parties shall
be for a period of twelve (12) months commending on January 1, 1999, and may be
terminated by either party giving thirty (30) days' written notice to the other
party at the addresses stated above or at an address chosen subsequent to the
execution of this agreement and duly communicated to the party giving notice.
2. Consultations. Consultant shall be available to consult with the Board of
Directors, the officers of the Company, and the heads of the administrative
staff, at reasonable times, concerning matters pertaining to the organization of
the scientific staff, the fiscal policies of the Company, the relationship of
the Company with its employees or with any organization representing its
employees, and, in general, the important problems of concern in the business
affairs of the Company. Consultant shall not represent the Company, its Board of
Directors, its officers or any other members of the Company in any transactions
or communications nor shall Consultant make claim to do so.
3. Liability. With regard to the services to be performed by the Consultant
pursuant to the terms of this agreement, the Consultant shall not be liable to
the Company, or to anyone who may claim any right due to any relationship with
the Corporation, for any acts or omissions in the performance of services on the
part of the Consultant or on the part of the agents or employees of the
Consultant, except when said acts or omissions of the Consultant are due to
willful misconduct or gross negligence. The Company shall hold the Consultant
free and harmless from any obligations, costs, claims, judgments, attorneys'
fees, and attachments arising from or growing out of the services rendered to
the Company pursuant to the terms of this agreement or in any way connected with
the rendering of services, except when the same shall arise due to the willful
misconduct or gross negligence of the Consultant and the Consultant is adjudged
to be guilty or willful misconduct or gross negligence by a court of competent
jurisdiction.
CONSULTING AND SCIENTIFIC AGREEMENT - PAGE TWO
4. Compensation. The Consultant shall receive at least monthly from the Company
for the performance of the services to rendered to the Company pursuant to the
terms of the agreement $1,000.00 per month for work performed by the Consultant;
however; in no event shall the compensation paid to the Consultant by the
Company be less than $1,000.00. In addition, the Company shall reimburse the
Consultant per diem for any reasonable out of pocket expenses incurred by the
Consultant pursuant to the terms of this agreement. The Consultant shall submit
itemized statements of hours of services performed and expenses incurred during
any particular month by the fifth (5th) day of the next succeeding month. The
amount shall be paid to the Consultant by the fifteenth (15th) day of the latter
month.
5. The Laws of the State of New Jersey shall apply to this Agreement.
6. All data, findings, research, patents, trademarks, experiments or ideas
obtained while working on any of the company's projects are the sole property of
the company and considered trade secrets.
7. The undersigned consultant agrees not to discuss, reveal or disclose any
information on present projects, future projects or past projects with anyone
other than the designated corporate officers. The undersigned consultant agrees
not to disclose or reveal any findings, research or experiments with any person
outside the project and not designated by the company.
8. The undersigned consultant agrees to never reveal or disclose any of the
above information, findings, research or experiments to anyone not designated by
the company after termination or expiration of this agreement.
9. The undersigned consultant understands that any disclosure of the company's
trade secrets, research, experiments, future projects and ideas could cause the
company to suffer a financial loss.
CONSULTING AND SCIENTIFIC AGREEMENT - PAGE THREE
I have read the above agreement and understand its terms and
conditions.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement
on the ____ day of January, 1999.
WITNESS: "R-TEC TECHNOLOGIES, INC."
By: /s/ By:/s/XXXX X. XXXXX
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XXXX X. XXXXX,
Vice President and
General Counsel
WITNESS:
By: By:/s/XXXXX XXXXX
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XXXXX XXXXX,
CONSULTANT
