EXHIBIT 10.37
-------------
CONSULTING AGREEMENT
This Agreement is made between Yorktown Management & Financial Services, L.L.C.
("Yorktown") and Gravity Management & Engineering Group, LLC (hereinafter
referred to as "Consultant"). Yorktown agrees to contract for the services of
the Consultant, and the Consultant agrees to provide services under the terms
and conditions in this agreement.
I. STATEMENT OF WORK
The Consultant shall provide consulting services on behalf of Yorktown
as specified in this Program Book, "Plastic Molding Injection Line
Program Book," dated 2/19/01.
II. PAYMENT FOR SERVICES
In full consideration of the consulting services hereunder, Yorktown
agrees to pay Consultant's invoices within 14 days, as specified on
each invoice (i.e. net 14 days).
An invoice describing services rendered and expenses incurred will be
submitted to Yorktown at the end of each 2-week period in which the
services are rendered.
III. PERIOD OF PERFORMANCE
Consultant shall perform the work according to the attached project
schedule. This period of performance shall not be extended without
written authorization by Yorktown.
IV. NOT TO EXCEED (N-T-E) LIMIT
Total payment for engineering services under this contract shall not
exceed $550,000 unless authorized in writing by Yorktown.
V. Deleted.
VI. INDEPENDENT CONTRACTOR
It is understood and agreed that: Consultant is an independent
contractor in the performance of this Agreement, Consultant is not an
agent or employee of Yorktown, and Consultant is not authorized to act
on behalf of Yorktown.
Consultant shall assume full responsibility for payment of all federal,
state, and local taxes and/or special levies required under
unemployment insurance, social security, income tax, and/or other laws,
with respect to performance of the Consultant's obligations under the
Agreement.
VII. RIGHT TO ACT AS CONSULTANT
Consultant warrants to Yorktown that Consultant is not subject to any
obligations, contracts, or restrictions that would prevent Consultant
from entering into or carrying out the provisions of this Agreement.
VIII. AUTHORIZED PARTIES
The following people are authorized to speak on Yorktown's behalf:
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
IX. TERMINATION
Either party may terminate this agreement at any time by giving written
notice of such termination to the other party. Upon receipt of such
written notice by either party, no further charges will be made under
this Agreement. Termination shall not affect the Consultant's
obligations under articles IX and X.
X. HOLD HARMLESS
Consultant shall indemnify and hold Yorktown harmless from any and all
suits, claims, actions, damages, or losses whatever, resulting from any
act or omission of the consultant, its employees, agents, and
subcontractors in its performance hereunder.
XI. CONFIDENTIALITY
Consultant acknowledges that information about the research, design,
development, marketing, and manufacture of Yorktown's products,
including findings, reports, and improvements made or conceived by the
Consultant under this Agreement, is confidential and of great value to
Yorktown. Accordingly, Consultant agrees not to disclose any such
confidential information to any person not authorized by Yorktown to
receive it. Upon completion of the work, Consultant shall deliver to
Yorktown all documents, drawings, specifications, and similar materials
that were furnished by Yorktown to Consultant or that were prepared by
Consultant in performance of services hereunder.
XII. PATENT LICENSING
Yorktown authorizes Consultant to use all issued and pending patents
under their name for this Program. The temporary authorization will
terminate at the conclusion of this contract.
XIII. DISCOVERIES, INVENTIONS, AND COPYRIGHTS
Consultant will promptly disclose to Yorktown all inventions,
improvements, designs, and ideas made or conceived by Consultant in the
course of Consultant's services under this Agreement. Consultant
assigns to Yorktown all right and title to such inventions, copyrights,
and developments, and agrees to execute any and all such documents,
including patent assignments, as Yorktown deems necessary to secure to
it all right, title, and interest.
XIV. AMENDMENTS
This Agreement may be amended only by a written document, signed by
both Yorktown and Consultant.
XV. ASSIGNMENT
Consultant may not assign this Agreement or any right hereunder. Any
such attempted assignment shall be void.
XVI. GOVERNING LAW
The laws of the Commonwealth of Oklahoma shall govern this Agreement.
CONSULTANT YORKTOWN
-------------------------------------- ------------------------------
BY /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ BY /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------- ------------------------------
NAME ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ NAME ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------- ------------------------------
TITLE TITLE
-------------------------------------- ------------------------------
DATE DATE
-------------------------------------- ------------------------------