USA TECHNOLOGIES, INC.
000 XXXXX XXXXXX
XXXXX, XXXXXXXXXXXX 19087
August 6, 1999
Xx. Xxxxxx XxXxxxx
Principal
Vista Marketing Research
00 Xxxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Dear Xxx:
This is to acknowledge and confirm the following terms of our
Consulting Agreement. The term of this agreement shall be for a six month
period, from August 1, 1999 through January 31, 2000. We are very pleased to be
a client of Vista Marketing Research.
(1) During the term hereof, Vista Marketing Research shall provide such
software development and technology development services to the Company as shall
be requested from time to time by the Company.
(2) It is understood and agreed that none of the services to be
rendered by Vista Marketing Research on behalf of the Company shall be in
connection with the offer or sale of any securities of the Company in a capital
raising transaction or directly or indirectly promoting or maintaining a market
for the Company's securities.
(3) Compensation
(a) The Company shall issue to Xxxxxx XxXxxxx, in his individual
name, in full payment for the consulting services to be rendered by Vista
Marketing Services, a total of 10,000 shares of fully vested, nonassessable,
free trading Common Stock of the
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Company. Upon the effective date of the registration statement described in
Paragraph 3(b) below, the Company shall issue such stock to you. This issuance
of the Company's stock shall be the only consideration that you are entitled to
under this Consulting Agreement.
(b) Promptly after the date of this Consulting Agreement, the
Company will cause a registration statement on Form S-8 to be filed with the
Securities and Exchange Commission for the purpose of registering 10,000 shares
of Common Stock of the Company issuable to Xxxxxx XxXxxxx pursuant to Paragraph
3(a) above.
(4) Vista Marketing Research also hereby represents that it is not
prohibited from entering into this Consulting Agreement or from performing its
obligations hereunder by any law, regulation, contract, decree, order or
agreement.
(5) Vista Marketing Research and the Company hereby acknowledge that
Vista Marketing Research is an independent contractor. In this regard, Vista
Marketing Research shall not hold itself out as, nor shall it take any action
from which others might infer, that it is a partner, agent or joint venturer of
the Company.
(6) Neither you nor Vista Marketing Research will directly or
indirectly disclose to any other person, firm or corporation, nor use for your
own benefit during or after the term of this Consulting Agreement, any trade
secrets or other information designated as confidential by the Company which is
acquired by you in the course of performing services hereunder. Trade secrets
can include, but are not limited to, products or services under development,
production methods and processes, sources of supply, customer lists, marketing
plans, information concerning the filing or pendency of patent applications and
information concerning the issuance of any securities of the Company. You and
Vista Marketing Research hereby agree that all inventions, technology, software,
or developments made by or developed by you or Vista Marketing Research, in
whole or in part, shall be considered work made for hire and the sole property
of the Company and neither Vista Marketing Research nor you shall have any
right, title or interest thereto whatsoever. The foregoing shall cover all
derivative works thereto.
(7) This Consulting Agreement sets forth the entire understanding of
the parties relating to the subject matter hereof,
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and supersedes and cancels any prior communications, understandings and
agreements between the parties. This Consulting Agreement cannot be modified or
changed, nor can any of its provisions be waived, except by written agreement
signed by all parties.
(9) This Consulting Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania. Any dispute arising out of this Consulting
Agreement shall be adjudicated in the courts of the Commonwealth of Pennsylvania
or in the federal courts located within the Commonwealth of Pennsylvania.
Please indicate your acceptance of the terms of this Consulting
Agreement by signing below where indicated and returning it to me.
USA TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
-------------------------
Xxxxxx X. Xxxxxx, Xx.
Chief Executive Officer
ACCEPTED:
VISTA MARKETING RESEARCH
By: /s/ Xxxxxx XxXxxxx
------------------
Xxxxxx XxXxxxx,
Principal
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