Exhibit 3(4)
XENOTECH RESEARCH PTY LTD
ACN 060 154 912
- and -
XENOTECH INC
and
XENOTECH AUSTRALIA PTY LTD
ACN 060 154 949
- and -
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CONSULTANCY AGREEMENT
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Solomon Brothers
Solicitors
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Tel: ▇▇▇ ▇▇▇▇
Fax: ▇▇▇ ▇▇▇▇
Ref: PFF
CONSULTANCY AGREEMENT
THIS AGREEMENT is made the day of 1995
BETWEEN
XENOTECH RESEARCH PTY LTD ACN 060 154 912 of ▇▇▇▇▇ ▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇
Park in the State of Western Australia ("the Company") of the first part;
- and -
XENOTECH INC of c/- ▇▇▇▇▇▇▇ & Co, 1600, ▇▇▇ - ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ and XENOTECH AUSTRALIA PTY LTD ACN ▇▇▇ ▇▇▇ ▇▇▇ of Suite 2, ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (together "the Guarantors") of the second
part;
- and -
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of ▇▇▇▇ ▇, ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ in the State
of Western Australia, ("the Consultant") of the third part;
RECITALS
A. The Company carries on the business of invention, research,
development, and licensing of a wide range of three dimensional
television products and processes and related technologies ("the
Business").
B. The Company is desirous of being assisted in invention, research,
development, manufacture and marketing tasks with respect to the
Business.
C. The Consultant carries on business, inter alia, as inventor, researcher
and developer in the fields comprised in the Business.
D. The Company wishes to make use of the particular skills and abilities
of the Consultant and wishes to appoint the Consultant to provide his
services with respect to the Business.
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NOW THIS DEED WITNESSETH AS FOLLOWS:
1. INTERPRETATION
1.1 In this Agreement the following expressions have the following
meanings:-
1.1.1 "Business Plan" means the Barrington Enterprises
business plan produced by Xenotech Australia Pty Ltd
("XA");
1.1.2 "Commencement Date" means the date this Agreement is
signed;
1.1.3 "the Company" means Xenotech Research Pty Ltd;
1.1.4 "the Consultant" means ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇;
1.1.5 "Consulting Fee" means the fee specified in clause
8.1;
1.1.6 "Deed of Compromise and Release" means the deed so
named and executed contemporaneously with this
Agreement by the Consultant and Xenotech;
1.1.7 "2D to 3D/DDC Deed of Assignment" means the deed so
named and executed contemporaneously with this
Agreement by the Consultant and the Company;
1.1.8 "2D to 3D/DDC Licence Agreement" means the deed so
named and executed contemporaneously with this
Agreement by the Consultant and the Company;
1.1.9 "Feasibility Report" means the Feasibility Study
Report for XA by Systems Intellect in July 1994;
1.1.10 "Fully Documented" means disclosed in detail by
writing, video tape or computer disc as appropriate
all information held or available.
1.1.11 "Intellectual Property" means copyright, know-how,
confidential information, concepts, expertise,
proposals for commercialisation, patents, patent
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applications, patentable concepts, designs and
trademarks;
1.1.12 "Related Corporation" means a corporation which is
deemed to be related to the Company by virtue of
Section 50 of the Corporations Law;
1.1.13 "Samsung Prototype" means the prototype referred to
in clause 2.1 of the Samsung Licence Agreement;
1.1.14 "Specified Services" means the services to be
provided by the Consultant pursuant to this Agreement
as provided in Clause 3;
1.1.15 "Task Completion" means the date upon which both the
Consultant and the Company declare in writing that
they are satisfied that the Samsung Prototype,
development of the Processes to a patentable stage
and the matters listed in paragraphs 3, 4 and 5 of
the Schedule have all been satisfactorily completed.
1.1.16 "the Technologies" means the autostereoscopic three
dimensional television display system under
development by the Company and any improvements or
alterations of any kind to that system together with
all parts, attachments, accessories and any patent
relating thereto and all other inventions,
developments, products, processes, systems, methods,
techniques and concepts referred to in the Listing
Application, the Feasibility Report, the Business
Plan and the Report by the Company to XA headed
"Project Options and Strategies", and all
developments, advances, improvements and alterations
of any kind thereto together with all parts,
attachments and accessories and any patent relating
thereto;
1.1.17 "Term" shall mean the period described in Clause 4.;
1.1.18 "2D to 3D/DDC Upgrades" means fully documented
upgrades to the technology of each of the Processes
so as to keep Xenotech as far as possible at the
technological forefront within the industry with
respect to those technologies;
1.1.19 "writing" includes typewriting, printing,
lithography, photography and other
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modes of representing or reproducing words in a
visible form and "written" has a corresponding
meaning;
1.1.20 "Xenotech" means the Company, Xenotech Australia Pty
Ltd and Xenotech Inc ("XI") together;
1.1.21 "2D to 3D Process and DDC Process" have the meanings
given in the Deed of Compromise & Release;
1.1.22 "the Processes" means the 2D to 3D Process and the
DDC Process together
1.1.23 "gross annual income receipts" in clauses 8.5 and 8.6
means, subject to clause 8.14, all receipts by
Xenotech in any twelve month period from the date of
this deed which comprise assessable income of
Xenotech for the purposes of the Income Tax
Assessment ▇▇▇ ▇▇▇▇ as amended without deduction for
any costs or expenses incurred by Xenotech in
generating the said receipts.
1.2 A reference in this Agreement to a party includes a reference
to a party's successors and permitted assigns.
1.3 Words and expressions denoting the singular number shall mean
and include the plural and vice-versa. Any gender shall mean
and include all genders.
1.4 Words and expressions denoting individual persons shall mean
and include companies and associations of persons whether or
not incorporated.
1.5 References to any statutory enactment or law shall mean and
shall be construed as reference to that enactment or law as
amended or modified or re-enacted from time to time and to all
regulations thereunder and to the corresponding provisions of
any similar enactment or law of any other relevant
jurisdiction.
1.6 References to recitals, clauses, sub-clauses, paragraphs or
schedules, whether by letter or number, are references to
recitals, clauses, sub-clauses, paragraphs or Schedules of
this Agreement. Schedules of this Agreement are incorporated
in the Agreement.
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1.7 Headings shall not affect the construction or interpretation
of this Agreement.
1.8 References in this Agreement to money are references to the
currency of Australia.
1.9 Where a day appointed or specified by this Agreement for the
payment of any money falls on a Saturday, Sunday or a day
appointed as a bank holiday for the whole day the day so
appointed or specified shall be deemed to be the day preceding
the day so appointed or specified which is not in turn a
Saturday, Sunday or day so appointed as a holiday for the
whole day.
1.10 If for any reason any provision or part of any provision of
this Agreement is unenforceable and cannot be construed so as
to be enforceable the remaining provisions hereof or part of
any provision shall nevertheless be carried into effect.
2. APPOINTMENT OF CONSULTANT
2.1 The Company hereby appoints the Consultant to provide the
Specified Services during the Term.
2.2 The Consultant hereby accepts such appointment.
2.3 The Consultant shall carry out the Specified Services during
the Term.
3. SPECIFIED SERVICES
The Consultant shall provide such services to the Company, and any
Related Corporation, as the Company may from time to time direct in
relation to development of the Technologies ("the Specified Services")
which services shall until otherwise agreed between the parties be
those services stated in the Schedule hereto under the heading "Job
Description". The Company may from time to time by a director
authorised by the Board give directions in writing to the Consultant in
respect of the manner of provision of the Specified Services but no
such direction shall invalidate or affect anything done by the
Consultant prior to such a direction being given.
4. TERM OF APPOINTMENT
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The Consultant's appointment under this Agreement shall be:
4.1 with respect to the 2D to 3D/DDC Upgrades, for a period of 5
years commencing on the date of this Agreement;
4.2 with respect to the Specified Services, other than 2D to
3D/DDC Upgrades, for a period commencing on the date of this
agreement and ending on 18 April 1996 provided however that
the period shall automatically be extended for a further 12
months from 18 April 1996 and from each succeeding anniversary
of that date unless either the Company or the Consultant give
to the other written notice of termination not less than sixty
(60) days prior to 18 April and provided further that both the
Consultant and the Company shall be at liberty at the election
of either of them to terminate this agreement with respect to
provision of the Specified Services other than the 2D to
3D/DDC Upgrades at any time, by one months prior written
notice after Task Completion.
5. CONSULTANT RESPONSIBLE TO BOARD OF COMPANY
The Consultant shall in all respects comply with the reasonable written
directions given to him by the Company in relation to development of
the Technologies.
6. CONSULTANT TO BEHAVE DILIGENTLY
6.1 The Consultant shall perform all of his obligations hereunder
and conduct all operations in a good, professional,
workmanlike and commercially reasonable manner with a standard
of diligence, competence and care appropriate in the
circumstances and in accordance with generally accepted
practices appropriate to the activities undertaken.
6.2 In the discharge of his duties the Consultant will:
6.2.1 observe and comply with all reasonable written
resolutions, regulations and directions from time to
time made or given by the Board of Directors of the
Company or its authorised nominee director in
relation to development of the Technologies;
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6.2.2 use his best endeavours at all time to promote and
develop the Business;
6.2.3 subject to clause 8.1 below, be free to devote his
time, energy and expertise, in such manner as he sees
fit provided however that any matter requiring urgent
attention in order to protect the interests of the
Company in relation to development of the
Technologies shall be given priority over the
Consultant's other interests so long as this does not
cause undue hardship to the Consultant.
7. EXCLUSIVE SERVICE
7.1 The Consultant shall not without the written consent of the
Company during the Term (including without limiting the
generality of the foregoing via corporate body, trust or other
entity) in any capacity engage in, or provide services to any
third party engaged in, any trade, business or occupation
which competes with the Business insofar as it relates to the
development of the Technologies.
7.2 Subject to clause 7.1 nothing herein contained shall prevent
or be deemed to prevent the Consultant providing or agreeing
to provide consulting services to any other person or entity
as he herein agrees to provide to the Company or prevent the
carrying on of business.
8. REMUNERATION OF CONSULTANT
8.1 In consideration for carrying out the Specified Services,
other than the regular 2D to 3D/DDC Upgrades, for 35 hours per
week, or such other hours as are mutually agreed between the
parties in writing, during the first 8 months of the Term or
until Task Completion and thereafter such hours per week as
the Consultant considers appropriate, the Consultant shall be
paid during the Term Sixty dollars ($60) per hour worked ("the
Consulting Fee"). Hours worked beyond 35 hours per week
require the prior written approval of the Company.
8.2 The Consultant shall keep and submit to the Company at the end
of each week daily timesheets recording the time spent by the
Consultant in fulfilling his duties under this agreement such
timesheets to be in such form and contain such information as
the
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Company may reasonably specify from time to time.
8.3 The Consulting Fee shall be paid by monthly instalments in
arrears by not later than seven days after the end of each
calendar month.
8.4 The Consulting Fee shall be reviewed by the parties on 18
April 1996 then annually at the expiry of each successive year
of the Term and the Consulting Fee shall be increased by a
percentage not less than the percentage increase in the
Consumer Price Index for the previous twelve months period.
8.5 In consideration for the services of the Consultant in
providing the assistance referred to in item 5 of the Schedule
with respect to the 2D to 3D Process and in using his best
endeavours to provide the 2D to 3D Upgrades fully documented,
the Company shall pay to the Consultant a fee of $500,000.00
("the 2D to 3D Upgrade Fee") payable in maximum instalments of
$100,000.00 per annum out of the total gross annual income
receipts by Xenotech from commercial exploitation of the 2D to
3D Process ("the 2D to 3D Receipts") payable over 5 years or
until such time as the total 2D to 3D Upgrade Fee has been
paid in full, provided that the Consultant shall not be
entitled to receive more than $100,000.00 per annum in part
payment of the 2D to 3D Upgrade Fee and in the event that the
2D to 3D Receipts by Xenotech are less than $200,000.00 in any
particular year, the Consultant shall be entitled to receive
50% of the amount of such receipts.
8.6 In consideration for the services of the Consultant in
providing the assistance referred to in item 5 of the Schedule
with respect to the DDC Process and in using his best
endeavours to provide the DDC Upgrades fully documented the
Company shall pay to the Consultant a fee of $500,000.00 ("the
DDC Upgrade Fee") payable in maximum instalments of
$100,000.00 per annum out of the total gross annual income
receipts by Xenotech from commercial exploitation of the DDC
Process ("the DDC Receipts") payable over 5 years or until
such time as the DDC Upgrade Fee has been paid in full,
provided that the Consultant shall not be entitled to receive
more than $100,000.00 per annum in part payment of the DDC
Upgrade Fee and in the event that the DDC Receipts by Xenotech
are less than $200,000.00 in any particular year, the
Consultant shall be entitled to receive 50% of the amount of
such receipts.
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8.7 Liability to pay the 2D to 3D Upgrade Fee and the DDC Upgrade
Fee ("the Upgrade Fees") or any outstanding balance of the
Upgrade Fees shall survive termination of this Agreement and
shall continue so long as Xenotech is reasonably able to
commercially exploit the 2D to 3D and DDC Processes and
receives remuneration for the same.
8.8 Xenotech shall use its best endeavours to commercially exploit
the 2D to 3D and DDC Processes so as to achieve payment by the
Company to the Consultant of the Upgrade Fees within 5 years
from the date of this Agreement or as soon as practicable
after the 5 years.
8.9 In the event that in any particular year the 2D to 3D Receipts
for that year exceed $200,000.00, the amount by which the said
receipts exceed $200,000.00 shall, for the purposes of this
clause, be added to and treated as part of the 2D to 3D
Receipts in the following year, to which the Consultant is
entitled to 50% subject to the limit of $100,000.00 per annum.
8.10 In the event that in any particular year the DDC Receipts for
that year exceed $200,000.00, the amount by which the said
receipts exceed $200,000.00 shall, for the purposes of this
clause, be added to and treated as part of the DDC Receipts in
the following year, to which the Consultant is entitled to 50%
subject to the limit of $100,000.00 per annum.
8.11 The Company is to maintain records of all 2D to 3D Receipts
and DDC Receipts and shall make those records available for
inspection by the Consultant for the purpose of calculating
the amount of the annual Upgrade Fees payable to him.
8.12 Subject to the provisions of the 2D to 3D/DDC Deed of
Assignment and the 2D to 3D/DDC Licence Agreement in the event
that the Consultant develops improvements or alterations to
the Processes the beneficial right to same is automatically
vested in the Company and such improvements or alterations
shall be disclosed by the Consultant to the Company fully
documented as part of the 2D to 3D/DDC Upgrades.
8.13 Payment by the Company of any part of the Upgrade Fees payable
to the Consultant shall be made on a quarterly basis provided
however that the Consultant shall not be entitled to receive
payment of any amount greater than 50% of the 2D to 3D
Receipts
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and the DDC Receipts in any quarter and subject to the maximum
specified in clauses 8.5 and 8.6.
8.14 Any capital funds raised primarily in relation to either the
2D to 3D or DDC processes received by Xenotech, any Related
Corporation or company in which Xenotech has a relevant
interest, which are in excess of those required by it for the
purposes of meeting the costs reasonably expected to be
incurred in developing the Process or Processes to a
commercially exploitable stage, including reasonable marketing
costs and a costs contingency provision of up to 10%, are
deemed to form part of gross annual income receipts as defined
for the purposes of this Agreement.
8.15 Xenotech or any other entity to which Clause 8.14 applies
shall produce a business plan for the purposes of any capital
raising in relation to the Process or Processes. The
Consultant shall be entitled to have full access, in advance
of any such capital raising, to such business plan, all other
documentation to be used by that entity for the purposes of
that capital raising and any other documentation relevant to
the determination of the costs reasonably expected to be
incurred as referred to in Clause 8.14.
9. ANNUAL LEAVE
9.1 The Consultant shall be entitled to suspend his services for
up to 4 weeks within any 12 month period during the Term
accumulated at the rate of 0.416 days per 35 hours worked and
to be taken at such times as may be selected by the Consultant
and approved by the Company such approval not to be
unreasonably withheld.
9.2 At the discretion of the Consultant part or all of the annual
period of suspension of service may be accrued from year to
year up to a maximum of 12 weeks entitlement at any time and
thereafter the Consultant's entitlement to any further accrued
suspension of services shall, unless the Company otherwise
determines, lapse.
9.3 The Consultant shall be entitled to take no more than 8 weeks
of such accumulated entitlement within any 12 month period
unless the Company determines otherwise.
9.4 The Consultant shall not be obliged to provide his services
during such period as he is disabled by illness from so doing
and supplies a certificate from a medical practitioner
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to this effect.
10. SUPERANNUATION
Except to the extent required by law the Company shall be under no
obligation to make any contribution or provision for superannuation
benefits with respect to the Consultant.
11. CONSULTANT'S COSTS
The Company (in addition to the Consulting Fee) shall be responsible
for all reasonable travelling and accommodation costs and other
reasonable out-of-pocket expenses incurred by the Consultant, with the
prior written approval of the Company, in carrying out the Specified
Services. It is a condition precedent to the entitlement of the
Consultant to the reimbursement of each such cost that the Consultant
produce to the Company vouchers receipts or other appropriate evidence
of the incurring of the cost or expense. Reimbursement is to be made to
the Consultant by the Company not later than 7 days after production by
the Consultant of the said vouchers, receipts or other appropriate
evidence of the cost incurred.
12. CONFIDENTIAL INFORMATION
12.1 The Consultant hereby covenants and agrees that all knowledge,
experience, know-how, expertise and information relating to
the Technologies ("the Trade Secrets") is valuable
confidential property of the Company and the Consultant shall
not, and shall ensure that no employee or agent of the
Consultant shall, either during the continuance of this
Agreement or for a period of 5 years thereafter, except in the
proper course of his duties under this Agreement and as a
director of Xenotech Inc or with the prior written consent of
the Company, use or divulge to any person, and shall use his
best endeavours to prevent the publication or disclosure of,
any trade secret of the Company or any information concerning
the Business, the Technologies or the finances of the Company
or any of its dealings transactions or affairs which may come
to the knowledge of the Consultant during the course of this
Agreement, and shall keep such Trade Secrets and information
confidential.
12.2 The following acts shall not constitute a breach of confidence
by the Consultant:
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12.2.1 disclosure to employees or agents or sub-contractors
of either party as may be necessary to effectively
carry out the terms of this Agreement (the party
engaging any such employee or agent or subcontractor
is to take reasonable precautions against any further
disclosure or non-authorised use by that employee or
agent or subcontractor);
12.2.2 disclosure to the extent required by any law
applicable to the Consultant or by any authority or
regulatory body having jurisdiction over the
Consultant;
12.2.3 disclosure to the extent that it can be shown that
the material disclosed had, at the time of disclosure
and through no wrongful act on the part of the
Consultant, his employees or agents, already come
within the public domain or had generally become
known within the relevant industry.
13. RIGHTS TO INTELLECTUAL PROPERTY
13.1 The Consultant hereby covenants and agrees with the Company that:-
13.1.1 copyright in all things in relation to development of
the Technologies produced by the Consultant in the
course of performing the Specified Services,
including without limitation information recorded on
computer disc or tape, audio tape or in writing,
shall vest in and become the property of the Company
immediately the thing is produced;
13.1.2 he shall use his best endeavours to ensure that all
information produced by the Consultant in the course
of performance of the Specified Services and recorded
on computer tape or disc shall be written in a
computer language which is compatible with the
computer equipment commonly used by the Company so
that it may be readily accessed by the Company using
computer equipment in the possession of the Company;
13.1.3 subject to the provisions of the 2D to 3D/DDC Licence
Agreement ownership of anything falling within the
definition of, or related to, the Technologies
developed, conceived or acquired by any means
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whatsoever by or on behalf of the Consultant during
the course of this Agreement shall be deemed to be
immediately vested in the Company and the Consultant
shall have no right or interest therein whatsoever
including any right to use in any way for the benefit
of the Consultant.
13.2 The Company may, at its complete discretion, reward the
Consultant as the Company deems appropriate for any invention
made or other outstanding contribution to the development of
the Technologies.
14. TERMINATION BY COMPANY
14.1 In addition to termination pursuant to clause 4.2 this
Agreement may be terminated by the Company by one month's
notice in writing to the Consultant if at any time during the
term of this Agreement:-
14.1.1 the Consultant is in the reasonable opinion of the
Company guilty of such grave misconduct in respect of
the provision of the Specified Services that the
Consultant must be deemed to have repudiated this
Agreement;
14.1.2 the Consultant is in default under the terms of this
Agreement and the Company has given the Consultant
notice in writing specifying the event or events of
default and the Consultant has failed to remedy
such default within 21 days of receipt of the notice.
15. TERMINATION BY CONSULTANT
15.1 The Consultant may, in addition to termination pursuant to
clause 4.2, terminate this Agreement pursuant to clause 14.1.2
as if "Company" is read as "Consultant" and vice versa.
15.2 The Consultant may terminate this agreement forthwith in the
event that XI, XA or the Company is placed into liquidation
other than voluntary liquidation for the purposes of
reconstructing the Xenotech Group.
16. The Company may not unreasonably restrict or hinder the Consultant in
his performance of
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the Specified Services.
17. UPON TERMINATION
17.1 The Consultant shall as soon as practicable and in any event
within 5 days of the date of termination of this Agreement
deliver up to the Company at the address of the registered
office for the Company all books, papers, audio, video and
computer tapes, computer discs and other documents of whatever
sort in the possession or control of the Consultant relating
to the Business or the affairs of the Company and each and
every other item of property of the Company. The said audio,
video and computer tapes and discs shall be delivered up with
all information recorded thereon as at the date of termination
intact and without erasure. Provided however that with respect
to those audio, video and computer tapes and discs brought
into existence by the Consultant, trading as Elite Research
and Development, prior to 24 June 1993 copies only are
required to be delivered up.
17.2 The Consultant's obligations and the Company's Rights
specified in clauses 8.12, 8.14, 8.15, 12.1, 13.1.1, 13.1.3
and 28 shall survive termination of this Agreement.
18. GUARANTEE
The Guarantors in consideration for the entry by the Consultant into
this Agreement hereby guarantee the performance by the Company of its
obligations to the Consultant with respect to the Consulting Fee and
the Upgrade Fees.
19. ARBITRATION
In the event of any dispute arising as to the interpretation or
application of this Agreement the dispute shall be first referred to an
independent arbitrator to be selected by mutual agreement between the
parties. In the absence of agreement the dispute shall be referred to
Queens Counsel, appointed by the President of the Law Society of
Western Australia, who shall act as an arbitrator.
20. ASSIGNMENT
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Neither the Consultant nor the Company may assign their rights and
obligations or any part thereof under this Agreement without the prior
written consent of all parties to the Agreement which consent shall not
be unreasonably refused.
21. PROPER LAW
This Agreement shall be governed by and construed according to the laws
of Western Australia and the parties hereby submit to the jurisdiction
of any competent court of Western Australia able to entertain claims
arising hereunder.
22. COSTS
All costs incidental to the preparation and stamping of this Agreement
shall be paid by the Company.
23. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between the parties
hereto with respect to the subject matter hereof, and supersedes and
replaces any and all prior agreements or understandings, written or
oral, express or implied, between the parties hereto concerning and
relating to any and all of the subjects and contents hereof.
24. VARIATION
This agreement shall not be changed or modified in any way except in
writing executed by both the Company and the Consultant.
25. AUTHORITY
Subject to the provisions of this Agreement, the Consultant shall not
without the consent of the Company at any time make any representation
that the Consultant has authority to represent or bind the Company.
26. NOTICES
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Any notice, offer, request, payment or demand required or permitted to
be given under the Agreement shall be in writing and shall be deemed
sufficiently served if delivered in person or by telex or telegraph or
facsimile or sent by security postage prepaid (and air mail if sent
from outside the State of the addressee) and addressed in the case of
the parties to their addresses aforesaid or to the latest address a
party shall have specified in a written notice given to the other
party. Notices given or payments made by security post as aforesaid
shall be deemed to have been given or made three (3) days after posting
and in the case of telex or telegraph or facsimile will be deemed to
have been given or made on the next business day in Western Australia
following the day of transmission. A notice, offer, request or demand
may be signed by a director, secretary, manager of or solicitor for a
party giving notice.
27. SEVERANCE
In the event of any part of this Deed being or becoming void or
unenforceable whether due to the provisions of any statute or otherwise
then that part shall be severed from this Deed to the intent that all
parts that shall not be or become void or unenforceable shall remain in
full force and effect and be unaffected by any such severance.
28. Xenotech may not dispose of any right title or interest in the
Processes to any natural person for other than arms length
consideration and in relation to a Related Corporation or other entity
in which Xenotech holds a relevant interest may not dispose of any such
right, title or interest unless that corporation or other entity shall
have first entered into a deed binding it to perform the obligations
with respect to the Processes which Xenotech owes to the Consultant
under this Agreement.
DULY EXECUTED as at the date of this Deed.
THE COMMON SEAL of XENOTECH )
RESEARCH PTY LTD )
ACN 060 154 912 was hereunto affixed )
by authority of the Directors in the )
presence of: )
Director:
Director/Secretary:
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XENOTECH INC
Per __________________
Per __________________
THE COMMON SEAL of )
XENOTECH AUSTRALIA PTY LTD )
ACN 060 154 949 was hereunto affixed )
by authority of the Directors in the )
presence of: )
Director:
Director/Secretary:
SIGNED BY the said )
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ )
in the presence of: )
Witness:
Address:
Occupation:
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THE SCHEDULE
JOB DESCRIPTION
TITLE: PROJECT TECHNICAL DIRECTOR
1. During the first eight months of the Term:
(a) To conduct ongoing invention, into the Technologies and plan
and design research and development programs and steps with
respect to the Technologies.
(b) By means of 1(a) to assist to expedite the completion of the
Samsung prototype as rapidly and effectively as possible with
a view to ensuring that XA can receive the $750,000 fee due to
it from Samsung upon successful completion of the prototype.
(c) By means of 1(a) to use his best endeavours to assist to
expedite the research, development and commercialisation of
the 2D to 3D and DDC Processes.
(d) To monitor the work of other research staff of the Company and
to provide advice and reports to the Project Manpower Manager
as to research and development steps to be taken.
(e) Within the context of 1(a) attending to the implementation of
decisions of the Board of Directors of the Company in relation
to the development of the Technologies.
2. During the Term:
(a) As requested by the Company, and provided the Consultant is
given reasonable notice and that the request does not cause
undue hardship to the Consultant, to conduct or assist in
negotiations in order;
(i) to attract investment funds into, or venture partners
with the Company;
(ii) to promote, market or sell products, know-how and
licences available from the Company;
(iii) to contract the services of qualified staff or
consultants as needed and on such terms and
conditions as agreed by the Board of Directors.
(b) To use his best endeavours to provide regular 2D to
3D/DDC Upgrades.
3. Within 2 days of the date of this deed provide to the Company in
writing details of a proposal developed by the Consultant for
expediting the research and development, at nominal cost to Xenotech,
of the 2D to 3D Process.
4. Within 28 days of the date of this deed provide to the Company in
writing a concept disclosure describing the underlying principles for
the Processes, Macro 3D, 3D transmission using standard TV Bandwidth,
Split Screen 3D, PQE his concept for a multiviewer autostereoscopic
display system and his concept for a very compact computer-monitor
sized autostereoscopic display.
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5. To co-operate fully with the patent attorneys appointed by the Company
to assist in drafting as soon as practicable the specifications in
relation to the 2D to 3D Process, DDC Process, Macro 3D (as described
in the Listing Application the Feasibility Report and the Business
Plan) and split screen 3D (as described in the Report by the Company to
XA headed "Project Options and Strategies") for any patentable products
arising with respect to those processes.
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