DALLAS SEMICONDUCTOR
STANDARD CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is entered into this 2nd day of
February, 1999, by and between Litronic Corporation, a California corporation
having its principal place of business located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Consultant"), and Dallas Semiconductor Corporation, a
Delaware corporation having its principal place of business at ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ("Dallas").
1. Statement of Work
a. A statement of work describing the consulting services to be provided
by Consultant is attached hereto as Appendix A. The parties may agree to and
execute supplemental statements of work to describe additional consulting
services, each of which upon execution shall be deemed a part of this Agreement
(collectively with Appendix A, "Statements of Work"). Supplemental Statements of
Work shall be substantially in the form of Appendix B hereto. The consulting
services described in the Statement of Work in Appendix A, supplemental
Statements of Work executed by the parties, and any other consulting services
provided by Consultant to Dallas (the "Services") shall be governed by the terms
and conditions of this Agreement.
b. Each Statement of Work may contain such additional terms and conditions
as may be mutually agreed to by the parties, except that in the event of
conflict between the terms of the Statement of Work and the terms of this
Agreement, this Agreement shall govern and control.
2. Payment for Services
a. Fees, Price Protection. Dallas agrees to pay Consultant for the
Services in accordance with the Fee Schedule set forth in the Statement of Work.
The fees specified in the Statement of Work are the total fees and charges for
the Services and may not be increased during the term of this Agreement except
as the parties may agree in writing. Consultant represents that the price
stated for the Services performed hereunder is at least as favorable as that
charged to any other customer for the same or similar services.
b. Travel Expenses. Consultant shall be reimbursed for all reasonable
pre-approved travel expenses incurred in performance of the Services. Consultant
shall obtain the written approval of ▇▇▇▇▇ ▇▇▇▇▇, Director Software Engineering
or ▇▇▇▇▇▇▇ ▇▇▇▇▇, Vice President of Marketing and Product Development before
incurring such expenses. Dallas shall not be responsible for reimbursement of
travel expense or other expenses that have not been pre-approved.
c. Invoices. Consultant shall invoice Dallas in accordance to the fee
schedule in the Statement of Work. The invoice will detail the Services
performed and expenses incurred during the applicable period. Dallas will pay
the invoices within forty-five (45) days after receipt.
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d. Taxes. Consultant shall be responsible for the payment of all federal,
state, and local taxes of any kind which are attributable to the compensation
received by Dallas.
3. Obligations of Consultant
a. Performance of Services. Consultant agrees to diligently perform the
Services in a professional and ethical manner. Consultant may use any means
necessary and appropriate to perform the Services; provided, however, that in no
event shall Consultant take any action that may subject either Consultant or
Dallas to civil or criminal liability. Unless otherwise expressly set forth in
the Statement of Work, Consultant shall furnish at its own expense all
resources, equipment, tools, and supplies necessary for the performance of the
Services.
b. Independent Contractor/Authority. Consultant shall be an independent
contractor in all matters relating to the Services and this Agreement.
Consultant shall not have, and shall not act as or hold itself out as a sales
agent, distributor, officer, employee or representative of Dallas. Nor shall
Consultant have the authority or act as or hold itself out as having the
authority to legally bind Dallas to any agreement or sale or to make
representations and warranties on behalf of Dallas. Dallas shall have no
liability or responsibility with respect to income or other taxes or withholding
in connection with payments made to Consultant hereunder. Dallas shall not be
obligated to maintain any insurance for Consultant, including, without
limitation, medical, dental, life or disability insurance. To the extent that
Consultant employs others in providing services under this Agreement, Consultant
agrees to comply with all applicable workers' compensation laws, to provide
satisfactory evidence of such compliance to Dallas on request, and to indemnify
and hold harmless Dallas from any liability or obligation in connection
therewith.
c. Work on Dallas's Premises. Consultant will ensure that its employees
and agents will, whenever on Dallas's premises, obey all reasonable instructions
and directions issued by Dallas.
d. Key Personnel. The key personnel of Consultant shall be ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇ and any other person designated as key personnel in a Statement of
Work (the "Key Personnel"). The Key Personnel shall be responsible for the
performance of the Services and devote such time as is reasonably necessary for
the satisfactory performance of the Services. The Key Personnel is essential to
the Services offered pursuant to this Agreement and should the Key Personnel no
longer be active on Dallas's account or be employed by Consultant for whatever
reason, Dallas shall have the right to terminate this Agreement on seven (7)
days' written notice.
e. Compliance. Consultant will be responsible for compliance with all
applicable laws, rules, regulations, orders and ordinances of the United States
of America and any other state or country with jurisdiction over Consultant or
the Services, including without limitation all applicable import or export
regulations and all licensing, disclosure or permitting requirements.
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6. Rights in Data and Works
a. Works. During the performance of the Services or using the facilities
or resources of Dallas or using the Confidential Information of Dallas,
Consultant may create certain original works of authorship, such as reports,
databases, files, displays, designs, computer programs, models, photographs, and
Consultant may conceive, invent or reduce to practice certain ideas, know-how,
technology, methods, processes, or inventions, whether patentable or not (the
"Works"). Consultant shall promptly disclose to Dallas all Works.
b. Ownership. Consultant agrees that Dallas shall own all rights and
title in and to the Works, including rights under patent law, trade secret law
and copyright law. Consultant agrees that the Works shall be considered "works
made for hire" under applicable copyright law, to the extent possible. To the
extent not deemed works made for hire and with respect to all other proprietary
rights it may have to the Works, Consultant hereby assigns to Dallas all rights
in and to Works and derivatives and improvements thereof, including all rights
under patent law, copyright law, trade secrets and other proprietary rights.
Consultant waives and/or release all rights of restraint and moral rights in the
Works. Consultant further agrees to assist Dallas in every proper way, at
Dallas' expense, to obtain and from time to time enforce patents, copyrights,
trademarks or other proprietary rights in such Works in any and all countries,
and Consultant will execute all documents for use in applying for and obtaining
such rights and enforcing them as Dallas may desire, together with any
assignments of them to Dallas or persons designated by it.
7. Warranties
Consultant warrants the following with respect to Services performed:
a. Non-Infringement of Third Party Rights. The Services and Works will not
violate or in any way infringe upon or misappropriate the rights of third
parties, including property, contractual, employment, or any proprietary rights,
including, trademark, copyright or patent rights.
b. Performance. Consultant shall perform the Services in a good and
workmanlike manner in accordance with industry standards.
8. Termination
a. Commencement and Renewal. This Agreement shall commence on the date set
forth above and shall remain in effect for one year or for the duration that
Services are performed for Dallas by Consultant, whichever event occurs later.
b. Termination. Either party, upon giving thirty days prior written notice
to the other party, may terminate this Agreement or any particular Statement of
Work. Dallas shall remit to Consultant any undisputed amounts due and owing for
Services rendered prior to the
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termination of the Agreement or the particular Statement of Work.
c. Obligations Upon Expiration or Termination. Upon expiration or
termination of this Agreement or a particular Statement of Work, Consultant
shall promptly return to Dallas all Confidential Information and disclose all
Works. Expiration or termination of this Agreement shall not relieve either
party of its obligations regarding Confidential Information under Section 5.
9. Other Provisions
a. General Indemnity. Consultant specifically agrees to indemnify and
hold Dallas harmless with respect to any liabilities, claims or demands,
including attorneys' fees, with respect to injuries to persons or damage to
property resulting from Consultant's acts or omissions, and with respect to any
costs, expenses, claims, assessments, penalties, additions to tax, damages and
losses, including attorneys' fees, arising from any default or other breach of
this Agreement by Consultant. Such right to indemnity under this Agreement shall
be in addition to, rather than to the exclusion of, the rights of Dallas at law
or in equity.
b. Applicable Law. This Agreement will be governed by the laws of the
State of Texas and controlling U.S. Federal law, without regard to its choice of
law provisions. Any action to enforce this Agreement must be brought in the
courts of Dallas County, Texas, and Consultant consents to the exclusive
personal jurisdiction and venue in such courts.
c. Severability. If any provision of this Agreement is found to be
invalid or unenforceable, the unenforceable provision shall be deemed modified
to the limited extent required to permit its enforcement in a manner most
closely approximating the intention of the parties as expressed herein.
d. Entire Agreement/Modification. This Agreement (i) is the complete
agreement of the parties concerning the subject matter hereof; and (ii) may not
be modified or amended except by a written instrument signed by both parties
hereto. A waiver by either party of any term or condition of this Agreement in
any instance shall not constitute a waiver of such term or condition for the
future, or of any subsequent breach thereof.
e. Nonassignment. Consultant shall not assign, delegate or subcontract
the whole or any part of this Agreement without Dallas's prior written consent.
Any subcontract made by Consultant with the consent of Dallas shall incorporate
by reference all the terms of this Agreement. Consultant agrees to guarantee the
performance of any subcontractor used in performance of the Services.
f. Notices. Any notice or other communication required or permitted under
this Agreement shall be given in writing and delivered by hand or by registered
or certified mail, postage prepaid and return receipt requested, to the
following persons (or their successors
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pursuant to due notice):
If to Dallas: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Contracts Administrator
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇.▇▇▇▇▇▇ @ ▇▇▇▇▇▇▇.▇▇▇
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If to Consultant: ▇▇▇▇ ▇▇▇▇▇▇
Litronic Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇.▇▇▇▇▇▇ @ ▇▇▇▇▇▇▇▇.▇▇▇
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IN WITNESS WHEREOF, and in acknowledgment that the parties hereto have read and
understood each and every provision hereof, the parties have executed this
Agreement on the date first set forth above.
Dallas:
/S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇, V.P. marketing
2-12-99
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DATE
CONSULTANT:
/S/----------------
--------------------------------
SIGNATURE
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Printed Name
V.P. Sales & Marketing
--------------------------------
TITLE
2/9/99
---------------------------------------------
DATE
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APPENDIX A
STATEMENT OF WORK
1. Effective Date and Term
This Statement of Work shall be effective as of the 2nd day of February, 1999
and shall terminate on the 2nd day of February, 2000.
2. Services
Consultant shall provide consulting services for Dallas Semiconductor. These
Services are to include:
1. Travel. Consultant shall travel to Dallas' headquarters in Dallas,
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Texas for one business day tentatively February 11th at Dallas' expense.
Subject to Article 3(para. 2) Dallas may elect to reserve and pay for airfare
and lodging in advance. Litronic representatives shall review, with Dallas'
representatives in Dallas, issues which are at hand to assist Dallas in writing
a Microsoft Crypto Service Provider API, which shall later be integrated into
NetSign and NetSign Pro(TM) (collectively "Consultant's Products"). VALUE:
$2,500.
2. Telephone Consultation. Consultant shall provide eight (8) hours of
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on-call consultation with Dallas. VALUE: $2,500.
3. Integration. Conditional upon Dallas' delivering a PKCS-l l API and at
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Dallas' sole discretion a PC/SC API (collectively "Materials"), Consultant,
shall successfully integrate the Materials into Consultant' s Products, as proof
of concept, and deliver the integrated Consultant's Products to Dallas for
evaluation. This Article (2)(para. 3) Integration, shall not exceed a period of
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greater than forty-five (45) calendar days. In the event this Article (2)(para.
3) is not completed, Consultant shall forfeit and return $5,000 payable to
Dallas Semiconductor, which shall become due immediately. VALUE: $2,500.
3. Payment Schedule
This Supplemental Statement of Work is a fixed price contract with three
equal installments of $2,500; payable upon execution of this; Appendix A:
Consultant shall be reimbursed for reasonable travel and communication
expenses, upon receipt of proper documentation. Consultant shall obtain the
prior approval of Dallas for all travel expenses.
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4. Other Provisions
Upon successful and satisfactory integration of Materials, subject to
completion of Article 2 of Materials into Consultant's product, Consultant will
be granted a non-exclusive, non transferable, fully-paid-up license in and to
the Materials by Dallas Semiconductor.
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APPENDIX B
SUPPLEMENTAL STATEMENT OF WORK
This Supplemental Statement of Work is entered into as of this __________
day of ____________, ________,, by and between a Litronic Corporation, a
California corporation, having a place of business located at, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Consultant"), and Dallas Semiconductor
Corporation, a Delaware corporation having a principal place of business at ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ("Dallas").
1. Relationship to Agreement
This Supplemental Statement of Work is subject to all the terms and
conditions of the Consulting Agreement between Dallas and Consultant
("Agreement").
2. Effective Date and Term
This Supplemental Statement of Work shall be effective as of the date first
written above and shall terminate on ________________.
3. Services
4. Payment Schedule
This Supplemental Statement of Work is:
_____ a fixed price contract ("FP"); or
_____ a time and materials Contract ("T&M").
Check one line above. If FP, such price shall be $_________; payable according
to the following fee schedule:
If T&M, Consultant agrees that the aggregate time costs shall not exceed $ (at
the
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applicable daily rate), and materials cost will not exceed $______________.
[Consultant shall be reimbursed for all reasonable out-of-pocket expenses not
exceeding an allotment of $___________ per week incurred in performance of the
Services. Consultant shall obtain the written approval of Dallas before
incurring expenses in excess of this allotment.]
5. Other Provisions
IN WITNESS WHEREOF, and in acknowledgment that the parties hereto have read
and understood each and every provision hereof, the parties have executed thus
Supplemental Statement of Work on the date first set forth above.
AGREED:
Dallas:
__________________________
SIGNATURE
__________________________
NAME
__________________________
TITLE
CONSULTANT:
__________________________
SIGNATURE
__________________________
NAME
__________________________
TITLE
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