Ergovision, Inc., Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000
Phone: 000-000-0000 Fax: 000-000-0000
March 16, 1999
Xxxxx X. Xxxxxxxxx
00 Xxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Xxx:
The following will constitute our consulting agreement (the "Consulting
Agreement") between Ergovision, Inc. (the "Company") and Xxxxx X. Xxxxxxxxx (the
"Consultant").
1. Retention. The Company retains the Consultant as an adviser of the Company to
provide services of two days per month (the "Consulting Services") for the
period (the "Consulting Period") commencing on the date hereof and terminating
on March 31, 2000. The Consultant accepts such engagement and agrees to provide
the Consulting Services, in connection with the operation of the Company's
business.
2. Compensation. As full and complete compensation for Consultant's services for
the Consulting Period the Company shall simultaneously grant a stock option to
Consultant for 150,000 shares of the Company's Common Stock at an exercise price
of $1.00 per share that is immediately exercisable and shall be for a term of 3
years from the date hereof. The Consultant shall also receive additional stock
options, each for a term of 3 years, during the Consulting Period for a total of
60,000 shares of the Company's Common Stock, at the rate of 5,000 shares each
month at an exercise price equal to closing ask price on the first trading day
of each month commencing April 1, 1999.
3. Consulting Time. During the Consulting Period of this Agreement Consultant
covenants and agrees that Consultant will provide the necessary consulting time
to carry out his Consulting Services for the Company or persons or organizations
whom or which the Company may designate.
4. Confidential Information. The Consultant agrees that any and all confidential
information, including know-how and trade secrets, that may be imparted to
Consultant by the Company shall be maintained confidential and secret, and the
Consultant agrees not to use or disclose the same to others except to officers
and duly authorized employees and representatives of the Company except with the
prior written consent and approval of the Company.
5. Termination. The Company may terminate this Consulting Agreement for Cause.
As used herein, "Cause" shall mean the breach by the Consultant in any material
respect of any covenant or agreement contained herein. If the Company terminates
this Consulting Agreement for Cause, or this Consulting Agreement is terminated
as the result of the death, disability, or resignation of the Consultant,
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the Company's only obligation shall be to pay the compensation referenced in
Section 2 hereof until such date.
6. Status. The Consultant shall for all purposes hereunder be deemed an
independent contractor and not an employee or agent of the Company. The
Consultant hereby covenants and agrees that he will not do any act or incur any
obligation on behalf of the Company of any kind whatsoever, except as authorized
by the Company.
7. Notices. All notices required and allowed hereunder shall be in writing, and
shall be deemed given if delivered personally or sent by certified mail, return
receipt requested, first class postage and registration fees prepaid, and
correctly addressed to the party for whom intended at its address set forth on
the first page or to such other address as has been most recently specified for
a party by notice to all other parties.
8. Return of Company Property. Consultant agrees that following the termination
of this Consultant Agreement for any reason, Consultant shall return all
property of the Company which is then in or thereafter comes into Consultant's
possession, including, but not limited to, documents, contracts, agreements,
plans, photographs, books, notes, electronically stored data and all copies of
the foregoing as well as any other materials or equipment supplied by the
Company to the Consultant.
9. Assignment. The Consultant's obligations under this Consultant Agreement may
not be assigned or transferred to any other person, firm, or corporation without
the prior written consent of the Company.
10. Amendment, Modification or Waiver. No amendment, modification or waiver of
any condition, provision or terms of this Consultant Agreement shall be valid or
of any effect unless made in writing and signed by both parties. Any waiver by
any party of any default of another party shall not affect or impair any rights
arising from any subsequent default. Nothing herein shall limit the remedies and
rights of the parties hereto under and pursuant to this Consultant Agreement.
11. Entire Agreement. This Consultant Agreement contains the entire
understanding of the parties hereto with respect to the transactions
contemplated hereby and supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
12. Captions, Headings, or Titles. All captions, headings or titles in the
sections of the Consultant Agreement are inserted for convenience of reference
only and shall not constitute a part of this Agreement or a limitation of scope
of the particular sections to which they apply.
13. Counterparts. This Consultant Agreement may be signed in counterparts and
shall become effective as if executed in a single, complete document as of the
date hereof upon its execution by both parties. Facsimile
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signatures of the undersigned parties will have the same force and effect as
original signatures.
14. Governing Law. This Consulting Agreement and the rights and obligations of
the parties hereunder and any other instruments or documents issued hereunder
shall be construed, interpreted and enforced in accordance with the laws of the
State of New York, exclusive of its choice-of-law principles.
If the foregoing is in accordance with your understanding of the agreement
between us, will you kindly signify same by signing this Consultant Agreement in
the space provided below.
Sincerely,
Agreed and Accepted ERGOVISION, INC.
as of the above date
/s/ Xxxxx X. Xxxxxxxxx /s/ Xxxx X. Xxxxx
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Xxxxx X. Xxxxxxxxx Xxxx X. Xxxxx, President
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