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Exhibit: 10.27FT
CONSULTING AGREEMENT
This Consulting Agreement ("Contract") is entered into this 28th day of January,
1998 (the "Effective Date") by and between FUTECH EDUCATIONAL PRODUCTS, INC. an
Arizona corporation, having offices at 0000 Xxxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxx
00000 ("FUTECH"), and Xxxxxxx XxXxxxxxx., a Married man ("Consultant").
In consideration of the mutual premises, covenants and undertakings set forth
herein, the parties hereby agree as follows:
I. DEFINITIONS.
1.1 "TECHNOLOGY", as used in this Contract, means concepts, designs,
manufacturing methods, processes, flow charts, algorithms, computer hardware and
software, models, prototypes, automations, designs, "know how", data and
technical information whether in human or machine readable form, inventions
(whether or not patentable), works of authorship, mask works, products, and
related information and things developed by (or on behalf of) Consultant, alone
or in conjunction with others.
1.2 "CONFIDENTIAL INFORMATION" of a Providing Party, as used in this Contract,
means any and all Technology and/or information related to the products or
operations of the Providing Party, including but not limited to trade secrets,
"know how", business practices, financial and marketing information, the
identities of customers, vendors, suppliers, subcontractors, consultants, and
the existence or terms of contracts or agreements to which the Providing Party
is a party, (including all details and information contained in this Contract)
which is provided to the Recipient Party, or to which the Recipient Party
otherwise obtains access, pursuant to or as a result of this Contract Except
such information which: (a) at the time of this Contract is clearly publicly and
openly known; (b) after the date of this Contract becomes publicly and openly
known through no fault of the Recipient Party; (c) comes into the Recipient
Party's possession and lawfully obtained by the Recipient Party from a source
other than from the Providing Party, and not subject to any obligation of
confidentiality or restrictions on use; (d) is approved for release by written
authorization of the Providing Party
1.3 "FIELD OF PUBLISHING", and "PUBLISHING FIELD" as used in this Contract,
means books, sound pads, sound games (games that contain a book component
incorporating the Technology or are part of a book incorporating Technology) and
puzzles for children
II. SCOPE OF WORK.
2.1 Consultant shall employ its best efforts to perform the design, creation,
development, testing and/or support services requested by FUTECH for
modifications of and improvements to its existing technology and products, and
development of new technology and products applicable to the Field of Publishing
(the "Consulting Services"). Consultant shall deliver to FUTECH any related work
product (the
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"Deliverables") as may be set forth in a Description of Work from time-to-time
In the form of Exhibit "A" attached hereto. Consultant shall devote adequate
resources to continuing product development and modifications of and
improvements to FUTECH's existing technology and products, and development of
new technology and products applicable to the Field of Publishing to maximize
exploitation of
2.2. FUTECH shall provide Consultant access to, and use of, FUTECH's
Confidential information, Technology, products, facilities, and equipment to the
extent necessary for Consultant to fulfill its obligations under this Contract,
and solely for use in connection with Consultant's performance of Consulting
Services under this Contract. Consultant shall not employ or retain any other
person or entity to perform Consulting Services in connection with this Contract
without FUTECH's prior written consent. Any such person or entity employed or
retained by Consultant shall agree in writing to be bound to the terms of this
Contract. Consultant (and persons employed or retained by Consultant) shall
comply with FUTECH's rules and policies regarding access to, and use of, its
Confidential Information, facilities and equipment.
2.3 Except as provided in Section 1.2 or in Description of Work, Consultant
shall provide at its expense for its use all other facilities, services,
personnel, equipment, materials and supplies used in connection with this
Contract, and Consultant shall pay any and all expenses incidental to its
performance of this Contract. Consultant shall perform Consulting Services
hereunder in a timely and professional manner, using state-of-the-art
information, technology and materials, as appropriate. All tasks performed and
Deliverables provided by Consultant hereunder shall be completed in a
xxxxxxx-like manner, and shall conform to relevant industry standards and to
all other specifications and standards set forth in any Description of Work.
2.4 Consultant shall not remove anything comprising or embodying Confidential
Information of FUTECH, whether created or developed by Consultant or FUTECH,
from FUTECH's premises without FUTECH's express written consent.
2.5 Consultant shall perform Consulting Services hereunder at FUTECH's premises
or at such other location as may be agreed upon by the parties.
III. PROJECT SCHEDULE ACCEPTANCE: CHANGES.
3.1 Consultant shall perform all Consulting Services and deliver all
Deliverables according to any project schedule set forth in any Description of
Work.
3.2 Acceptance testing of Consulting Services and Deliverables, if necessary,
shall be conducted by FUTECH to ensure compliance with the specifications and
acceptance criteria set forth in any Description of Work. During testing and
until Consultant's work has been accepted by FUTECH, Consultant shall continue
to perform Consulting Services as
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requested by FUTECH and make all necessary modifications and corrections to
Deliverables within the scope of work described in any Description of Work.
3.3 Upon acceptance by FUTECH of the Consulting Services and Deliverables,
Consultant shall deliver to FUTECH any Deliverables and other materials
comprising or embodying Technology including, if applicable, fully-commented
source code and final copies of related software in machine-readable and
executable object code and all related documentation. If applicable, Consultant
shall submit to FUTECH preliminary drafts of all required documentation for
review and approval by FUTECH according to the schedule set forth in any
Description of Work.
3.4 Consultant acknowledges that FUTECH may change the specifications and
project schedule set forth in any Description of Work from time to time upon
timely notice to Consultant. Consultant shall use its best efforts to abide by,
and to perform in accordance with, such changed specifications and project
schedule.
IV. RIGHTS TO TECHNOLOGY,
4.1 Subject to the terms and conditions of this Contract, Consultant hereby
grants to FUTECH, for the term of this Contract, a worldwide, paid-up, exclusive
license, with right of sublicense, under any and all intellectual property
rights it may have or hereafter acquire, to make, have made, use, and sell,
products in the Field of Publishing incorporating, embodying, or comprising
Technology, and to use the Technology in connection with making such products in
the Field of Publishing.
4.2 No license to intellectual property rights of FUTECH are granted to
Consultant under this Contract, except insofar as necessary for Consultant to
perform hereunder. Consultant shall not take any action, or make any omission,
which tends to impair or diminish FUTECH's rights in its intellectual property.
4.3 Consultant shall, during the term of this Contract, as appropriate, promptly
communicate to FUTECH all Technology which relates to this Contract made or
conceived by Consultant acting alone or in conjunction with others.
4.4 During the term of this Contract, in addition to the license of Paragraph
4.1, FUTECH shall have a Right of First Refusal with respect to all Technology
(whether or not in the Field of Publishing), as follows:
(a) Before Consultant offers rights to Technology to any third party, such
rights to Technology shall initially be offered to FUTECH. The initial offer to
FUTECH, unless earlier rejected, shall remain open for a period of not less than
fifteen (15) days.
(b) If the response to the initial offer is a counter-offer, and the counter
offer is rejected, before any proposed agreement with any third party on terms
not clearly more favorable to Consultant than the counter-offer is entered, the
proposed agreement shall be
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provided to FUTECH, who shall then have a period of three (3) business days from
receipt of such proposed agreement in which to match the terms of the proposed
agreement.
(c) If a proposed agreement is provided to FUTECH in the form of a letter of
intent, failure to exercise the right to match the terms on the basis of the
letter of intent shall be deemed an express waiver of the right with respect to
any definitive agreement conforming to the letter of intent.
4.5 At FUTECH's request and expense, during the term of this Contract,
Consultant shall obtain, maintain, perfect, and protect intellectual property
rights in the Technology, including maintaining confidentiality, and/or filing,
prosecuting, maintaining and enforcing Patent rights in the Technology, as
appropriate. Futech may, at its sole discretion, decline to pay the costs of
obtaining, prosecuting or maintaining patent protection of an item of Technology
in one or more countries. If Futech declines to pay the costs of obtaining,
prosecuting or maintaining patent protection of an item of Technology in one or
more countries, Consultant may pursue and maintain such patent protection at its
own expense, and such item of Technology shall be excluded from the License and
Right of First Refusal hereunder with respect to those countries.
V. CONTRACT PRICE PAYMENT.
5.1 FUTECH shall pay to Consultant a flat fee of $300,000 per year, together
with any adjustments or other consideration described in any Description of Work
(the "Contract Price") for the Consulting Services and Deliverables provided
under this Contract. FUTECH shall pay the Contract Price in equal monthly
installments.
5.2 Consultant shall be solely responsible for income, franchise, employment
withholding or other taxes based upon Consultant's income or gross receipts.
5.3 All cash payments shall be by FUTECH's check payable to Consultant's order.
Consultant shall not assign or encumber its rights or obligations under this
Contract without FUTECH's prior written consent.
VI. INDEMNIFICATION.
6.1 Consultant shall indemnify and hold FUTECH harmless from all expenses,
liabilities and damages, including attorneys' fees, relating to any willful or
negligent act or omission or any breach of this Contract by Consultant or anyone
acting at its direction.
VII. NO CONFLICTING AGREEMENTS.
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7.1 Consultant represents and warrants that it has not entered (and agrees that
it will not enter) into any agreement (including but not limited to an
employment or non-competition agreement), whether express, implied, oral or
written, which poses an impediment to Consultant's performance under this
Contract.
VIII. CONFIDENTIALITY NON-COMPETITION
8.1 During the term of this Contract and thereafter, neither party shall use or
disclose to any third party, except as provided herein, Confidential Information
of the other party. The parties acknowledges that any unauthorized disclosure or
use of Confidential Information will cause irreparable injury to the Party
providing the Confidential Information. Consultant acknowledges, however, that
Futech (and its sublicensees) are authorized to make, have made, use, and sell,
products in the Field of Publishing incorporating, embodying, or comprising
Technology. To the extent that Technology is, pursuant to this Contract and in
good faith, and with due concern for maintaining confidentiality to the extent
possible, embodied or reflected in a product sold or otherwise distributed to
the public by Futech or its sublicensee, and such products may inherently
disclose, or make accessible by reverse engineering, that which is to that point
otherwise Confidential Information, such disclosure is authorized.
8.2 Consultant acknowledges that in order for Consultant to perform its services
under this Contract FUTECH will impart to Consultant significant Confidential
Information. Consultant further acknowledges that Futech is participating in a
Joint Venture (JV) with a third party (Golden Books Publishing Company), that
Futech is granting a sublicense to the JV, and is undertaking certain
obligations in connection with those transactions which are intended to be
fulfilled through this Contract. To protect the integrity of FUTECH's
Confidential Information, and in recognition of the obligations undertaken by
FUTECH in reliance on the services to be provided hereunder and rights and
licenses granted herein, Consultant shall not, without prior written consent
from FUTECH's President, perform or engage to perform consulting services for
any manufacturer or supplier of a product or service in the Field of Publishing,
or that otherwise directly relate to the subject matter hereof, at any time
during the term of this Contract and for a period one year thereafter. In
furtherance of the limitations under this Section 8.2, Consultant shall notify
FUTECH not less than one month prior to Consultant engaging to provide
consulting services for any such third party; provided, however, that no such
notice shall be required beyond one year after termination of this Contract.
8.3 Details of this Contract, including all matters discussed in any Description
of Work, constitute Confidential Information, and are not to be discussed with
persons other than FUTECH's President and other FUTECH employees designated by
FUTECH's President. Consultant shall not publicize its contractual relationship
with FUTECH or the nature of its work for FUTECH, and shall not use FUTECH's
name for reference or other purposes, without the prior written consent of
FUTECH.
8.4 Articles VI (Indemnification), and VIII (Confidentiality; Non-competition)
shall survive termination (for any reason) of this Contract.
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8.5 At any time upon FUTECH'S request, all documents and things which relate to
or embody Confidential Information, including all copies thereof, then in
Consultant's possession or control, or the possession or control of its
employees, agents or subcontractors, whether prepared by Consultant or others,
and all equipment and materials provided or paid for by FUTECH, shall be
promptly delivered to FUTECH. Upon termination of this Contract, Consultant
agrees to promptly return all documents and things which relate to or embody
Confidential Information, and Consultant shall not retain any copies thereof.
8.6 The parties agree that a violation of any of the provisions of Article IV
(Rights to Technology) , Article VII (No Conflicting Agreements) or this Article
VIII (Confidentiality; Non-competition) will cause irreparable injury to the
aggrieved party and that the aggrieved party shall be entitled, in addition to
any other rights and remedies it may have, at law or in equity, to injunctive
relief enjoining and restraining such violations or threatened violations.
IX. TERM AND TERMINATION.
9.1 This Contract shall be for a term of three (3) years from the date hereof,
and shall automatically renew for a period of two (2) years (the "Renewal Term")
if neither party provides written notice to the other of its intent not to renew
at least ninety (90) days prior to expiration of the initial term.
9.2 FUTECH shall have the right to terminate this Contract at any time with
Cause - (as hereafter defined) upon notice to Consultant. If termination is
without Cause, FUTECH shall provide Consultant with ten (10) days written notice
of termination. A termination shall be with "Cause" if any of the following
events of default occur:
(a) Consultant materially breaches or defaults in performance of its obligations
under this Contract; or
(b) Consultant becomes bankrupt, insolvent, or makes an assignment for the
benefit of creditors, reorganizes or files any application or petition seeking
relief under any federal or state law generally affecting the rights of
creditors that makes FUTECH insecure in the protection of its Confidential
Information unless FUTECH shall receive adequate assurances of future
performance that include protection of the Confidential Information; or
(c) FUTECH determines, in its sole discretion, that Consultant is unable to
fulfill its obligations under this Contract and, upon request, Consultant is
unable to provide reasonable assurances of future performance.
9.3 Consultant shall have no right to suspend performance or terminate this
Contract in the event of any breach or default, or alleged breach or default, by
FUTECH. In the event of a claim by Consultant that FUTECH has breached or
otherwise defaulted on its
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obligations hereunder, FUTECH and consultant shall negotiate in good faith to
cure such alleged breach or default to the satisfaction of each party. If FUTECH
and Consultant are unable to resolve such dispute after negotiating in good
faith, Consultant's remedies shall be limited to seeking an award of damages
pursuant to Article IX.
9.4 If this Contract is terminated Consultant shall be paid for work
performed prior to termination.
X. CHOICE OF LAW, DISPUTE RESOLUTION
10.1 This Agreement is made under, and shall be governed by and construed in
accordance with the laws of the United States and the internal laws of the State
of Arizona, without reference to principles of conflicts of law. Any controversy
or claim arising out of or relating to this Agreement shall be settled in
accordance with the binding dispute resolution procedure set forth in this
Article X (the "Dispute Resolution Procedure"):
10.2 The parties shall arbitrate disputes in accordance with the Arbitration
Rules of the American Arbitration Association (AAA) insofar as they are not
modified by the following provisions. In the event that these modifications are
in conflict with the rules then in effect of the AAA, these modifications shall
take precedence.
10.3 All controversies or claims arising out of or relating to this Contract, or
the breach thereof, shall be subject to resolution pursuant to this section.
However, judicial proceedings may be brought without need for prior arbitration:
by either party, for interim relief pending resolution pursuant to this section
of the Contract; or by Consultant for nonpayment by Futech of undisputed fees.
10.4 To initiate the Dispute Resolution Procedure, the aggrieved party shall
first provide written notice to the other party specifying the issues in dispute
and its position on those issues and identifying, with particularity, the
individuals believed to be most directly involved in the dispute, all
individuals believed to have personal knowledge of facts pertinent to the
dispute, and all relevant documents and things. Such notice must be given while
the Contract is in effect or within three years after the termination of this
Contract, or the aggrieved party's right to redress is entirely waived.
10.5 Within 14 days of receipt of the notice, the receiving party shall make
written response specifying its position on the issues in dispute, and
identifying, with particularity, the individuals believed to be most directly
involved in the dispute, all individuals believed to have personal knowledge of
facts pertinent to the dispute, and all relevant documents and things. The
parties shall in good faith attempt to negotiate a solution to the controversy
for a further period of 14 days after the written response. If no written
response is filed or the dispute is not resolved during the negotiation period,
the aggrieved party shall file a demand for arbitration in writing with the
other party and with the AAA.
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10.6 The initiation of arbitration by written notice as specified above shall
toll any statute of limitations or time limitation on damages applicable to the
dispute. The parties will continue to comply with all provisions and
requirements of this Agreement pending the outcome of arbitration.
10.7 The dispute shall be submitted to and a decision rendered by a single
neutral arbitrator who is (a) agreeable to both parties, or (b) if agreement
cannot be reached within 21 days of initiation of the proceedings, chosen
pursuant to AAA rules, from a panel of arbitrators familiar with U.S. Federal
Rules of Civil Procedure and Federal Rules of Evidence, and the design and
manufacture of technology based products (the "Arbitrator"). Except as otherwise
provided herein, all decisions and awards shall be made by the Arbitrator.
10.8 It shall be the Arbitrator's responsibility to exert management initiative
and control over the arbitration, including discovery and scheduling, so that a
just decision is reached as quickly as possible and at minimum expense to the
parties. The Arbitrator will manage and schedule proceedings, make orders and
issue subpoenas for discovery, establish protective orders to maintain
confidentiality of proprietary information, decide discovery and evidentiary
disputes, and shall enforce his orders by assessing costs and/or fines and/or by
directing findings on issues where appropriate. Final decisions of the
Arbitrator shall be binding. Any time period set forth herein may be shortened,
or extended by agreement of the parties and the arbitrator.
10.9 After the arbitration notice has been filed, the parties shall, before the
hearing thereof, cooperate in discovery and mandatory disclosure of all matters
relevant to such dispute, to the extent and in the manner provided by the
Federal Rules of Civil Procedure, including making their employees, agents, and
experts available for depositions. Discovery and disclosure shall be completed
within three months after filing of the notice of arbitration.
10.10 Within thirty (30) days of the close of the discovery period or such other
time period as agreed to by the parties and Arbitrator, the panel shall meet and
hold a hearing in Phoenix, Arizona, or such other location agreed to by the
parties and the Arbitrator. The panel shall meet and hold a hearing in Phoenix,
Arizona, or such other location agreed to by the parties and the Arbitrator.
Either party and/or the Arbitrator can by written notice at least five (5)
working days in advance of the hearing require attendance at the hearing of any
individual having personal knowledge of facts pertinent to the dispute. The
hearing shall, in general, be governed by the U.S. Federal Rules of Civil
Procedure and Federal Rules of Evidence, except that the signed written
statements submitted by the parties shall be used in Lieu of direct testimony.
10. 11 Within 10 working days of the end of the hearing, each party may serve on
each other and the arbitrator a post-hearing brief of no more than 15 pages in
length. Within 10 working days of service of the other party's post hearing
brief, a party may file a reply brief. The reply brief shall be limited to 5
pages in length and shall address only the issues and arguments raised in the
other party's post hearing brief.
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10.12 The arbitrator shall consider the record, and parties' briefs and, within
20 working days of the hearing, provide to the parties, by express courier, a
tentative ruling (the "Tentative Ruling"). The Tentative Ruling shall be in
writing and shall state the arbitrator's decision and with particularity, the
arbitrator's reasoning for the decision. No issues or arguments that are not
fairly presented in the record shall be considered by the arbitrator. The
decision shall be based solely upon the evidentiary record and the Tentative
Ruling shall not raise issues or arguments not addressed in by the parties.
10.13 Either party may, if it desires, within 10 working days of receipt of the
Tentative Ruling, serve on the Arbitrator and on the other party, by express
courier, a statement of exceptions ("Statement of Exceptions"). The Statement of
Exceptions shall be limited to 10 pages in length and shall address only issues
and arguments raised in Tentative Ruling or omitted in the Tentative ruling but
raised in the parties' position statements and relevant to the decision.
10.14 If the other party serves a Statement of Exceptions, a party may, within 5
working days of receipt of the Statement of Exceptions, serve, by express
courier, on the arbitrator and on the other party, a response (the "Response").
The Response shall be limited to 10 pages in length and shall address only the
issues and arguments raised in the Statement of Exceptions.
10.15 Upon written request of any party, or the Arbitrator, served on both
parties and the Arbitrator as applicable by facsimile or express courier, within
5 working days of receipt of the Tentative Ruling, a hearing shall be held
(which may be by telephone conference call upon agreement of the parties) within
20 working days of the request. At such a hearing, if held, only issues or
arguments that are fairly presented in the Statement of Exceptions and/or
Response shall be considered, and no new evidence shall be considered. Unless
otherwise agreed by the parties, the hearing shall be conducted as follows:
(a) First the party submitting the Statement of Exceptions, and then the
Responding party, in secession, shall make an oral presentation of its position
and rebuttal of the other party's position. No issues or arguments That are not
fairly presented in the Statement of Exceptions and/or Response shall be raised
or made, and no reference to shall be made to any new evidence. Each
presentation shall be limited to 15 minutes.
(b) A period, limited to one half hour, shall then be provided for the
arbitrator to ask questions regarding party's positions.
10.16 The arbitrator shall consider the Statement of Exceptions and Response,
if any, and, within 40 working days of service of the Tentative Ruling, render a
Final Ruling and a written award. The final ruling shall state the arbitrator's
decision and with particularity, the arbitrator's reasoning for the decision,
and may comprise as much or as little of the Tentative Ruling as the arbitrator
deems appropriate. The written award shall specify the final judgment of the
Arbitrator without any reasons in support of the award. The award
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shall be final and binding on the parties as to each other. The Arbitrator shall
have the power to award any remedy provided under the applicable laws. Judgment
upon the award maybe entered and enforced in any court having jurisdiction
thereof at the request of either party.
10.17 The party demanding arbitration shall pay the arbitration management fees
of the AAA. Initially, the parties shall each pay 50% of the fees of the
Arbitrator, and shall each bear their own costs of arbitration. However, at the
time of the award, the Arbitrator shall direct the losing party to pay the other
party its reasonable legal fees and other costs of arbitration unless the
circumstances call for a different result.
XI. ASSIGNMENT: RELATIONSHIP OF PARTIES.
11.1 Neither party may not assign or subcontract this Contract without the prior
written consent of the other party.
11.2 Consultant is acting as an independent contractor in its performance under
this Contract. Neither Consultant nor any of its employees shall represent that
it is an employee or agent of FUTECH in performing hereunder.
XII. NOTICES.
12.1 AU notices arid other written communications required to be given under
this Contract shall be in writing and shall be deemed to have been duly given if
delivered to the addressee in person, mailed by registered or certified mail,
return receipt requested, or transmitted via telecopy to the number below:
If to Consultant:
Xxxxxxx XxXxxxxxx.
Fax: 000-000-0000
If to FUTECH: FUTECH EDUCATIONAL PRODUCTS, INC.
0000 X. 00xx Xxxxxx #000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxx Xxxxx, President
Fax:(000) 000-0000
Either party may change the address at which notice is to be given by notifying
the other party in writing. Notices shall be deemed delivered upon delivery, if
personally delivered, three (3) days after deposit in the United States mail, if
mailed, and upon receipt of acknowledgment, if delivered by telecopy.
XIII. MISCELLANEOUS.
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13.1 Entire Agreement. This Contract constitutes the full and entire
understanding and agreement between the parties with regard to the subject
hereof and this Contract supersedes, merges and renders void every other prior
written and/or oral understanding or agreement relating to the subject hereof
among or between the parties hereto.
13.2 Amendment. This Contract shall not be altered or amended except by a
written agreement signed by the parties hereto.
13.3 Severability. In the event any term or provision of this Contract is
declared to be invalid or illegal for any reason, this Contract shall remain in
full force and effect and the same shall be interpreted as though such invalid
and illegal provision were not a part thereof The remaining provisions shall be
construed to preserve the intent and purpose of this Contract and the parties
shall negotiate in good faith to modify the provisions held to be invalid or
illegal to preserve each party's anticipated benefits thereunder.
13.4 Titles and Subtitles. The titles of articles and sections of this Contract
are for convenience of reference only and are not to be considered in construing
this Contract.
13.5 Counterparts. This Contract may be executed in any number of counterparts,
each of which shall be an original, but all of which together shall constitute
one instrument.
13.6 Delays or Omissions. No delay or omission to exercise any right, power or
remedy accruing to FUTECH shall impair any such right, power or remedy of
FUTECH, nor shall it be construed to be a waiver of any breach or default under
this Contract, or an acquiescence therein, or in any similar breach or default
thereafter occurring; nor shall any delay or omission to exercise any right,
power or remedy or any waiver of any single breach or default be deemed a waiver
of any other right, power or remedy or breach or default theretofore or
thereafter occurring. All remedies either under this Contract or by law
otherwise afforded to FUTECH shall be cumulative and not alternative.
13.7 IN WITNESS WHEREOF, the parties hereto have executed this Contract as
of the date first written above.
FUTECH EDUCATIONAL PRODUCTS, INC
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By /s/ Xxxxx Xxxxx
Xxxxx Xxxxx, President
FUTECH
By /s/ Xxxxxxx XxXxxxxxx
Xxxxxxx XxXxxxxxx, Secretary
CONSULTANT
EXHIBIT "A"
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DESCRIPTION OF WORK
1. Description of Work and Deliverables:
A. Consultant shall perform the following work:
(1) Brochure Project Phase I incorporating
foam board.
(2) Scroll Toy Prototype Project
B. In connection with the above-referenced work, Consultant shall
deliver the following to FUTECH:
Description Date of Delivery
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(1) New Circuitry Design Feb. 14th 1998
(2) PLB Prototype Boards Feb. 14th 1998
(3) Interactive Voice Script Feb. 14th 1998
(4) 4 Workable Prototypes for inspection Feb. 14th 1998
(5) Vanilla models - Xxxxx Xxxxxxxx to attach art work and Dress up.
C. Consultant's work shall conform to the following
specifications and will be accepted by FUTECH only upon
compliance with such specifications:
II. Removal of Documents from FUTECH's Premises:
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Services"). Subject to its obligations to maintain them in confidence as
provided in the attached Agreement, Consultant is authorized to remove the
following confidential documents, equipment and/or information from FUTECH's
premises:
(2)
(3)
(4)
(5)
Consultant is authorized to use the foregoing documents and information at the
following location, and without the prior written consent of FUTECH, such
documents and information may not be removed to any other location:
[Note to FUTECH: Insert name and address of Consultant's place of business or
other location where Consultant is permitted to use FUTECH's Confidential
Information.]
III. Modifications (if any) to Contract Prices
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