CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into
effective as of the ___ day of ______________, 1997 by and between fonix
corporation, a Delaware corporation ("fonix"), and__________________
("Consultant"). Hereinafter either party may be referred to as "Party" and
collectively as "Parties".
RECITALS:
WHEREAS, fonix is a development stage company, of which the primary
business activity is presently research and development associated with the
commercial exploitation of certain proprietary computer voice recognition
technology and seeking strategic alliance partners, development partners and
licensees of such technology; and
WHEREAS, fonix desires to develop licensing or strategic partnership
relationships with technology companies in____________; and
WHEREAS, Consultant desires to introduce fonix to such technology
companies and other potential development and strategic alliance partners and
licensees in_____________.
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and other good and valuable consideration, the receipt
of which is hereby acknowledged, the parties agree as follows:
ARTICLE I
CONSULTING
1.1 Description. fonix hereby retains Consultant to perform, and
Consultant hereby agrees to perform, consulting services to fonix as herein
provided.
1.2 Services to be Performed . Consultant will (a) introduce fonix
to______________ technology companies and other potential development and
strategic alliance partners and licensees located in____________________, and
(b) assist fonix in obtaining executed confidentiality agreements in a form
satisfactory to fonix from such companies.
1.3. Independent Contractor. Consultant acknowledges that Consultant's
retention does not confer upon Consultant any ownership interest in or personal
claim upon any license, right, product of fonix , nor does this Agreement
confer any employment right on Consultant. Consultant agrees that in
performing its duties under this Agreement, it shall be operating as an
independent contractor as that term is defined in Treasury Department
regulations and Internal Revenue Service rulings and interpretations. Nothing
contained herein shall in any way constitute any association, partnership,
employer/employee relationship, or joint venture between the parties hereto,
or be construed to evidence of the intention of the parties to establish any
such relationship. Neither party shall have any right, power or authority to
make any representation nor to assume or create any obligation, whether express
or implied, on behalf of the other, or to bind the other party in any manner
whatsoever. Both of the parties agree, respectively, that they shall not hold
themselves out in any manner that would be contrary to the terms of this
Section 1.3
1.4 Confidentiality and Non-disclosure. Consultant acknowledges that
in the performance of services under this Agreement, he may acquire
confidential information concerning fonix technology, know-how, product plans
and specifications, records, business concepts, financial matters and other
information which are valuable, special and unique assets of fonix (herein
"Information"). Consultant will not, during or after the term of this
Agreement, disclose any Information, no matter how acquired, to any person or
entity for any reason or purpose outside of fonix's usual business activities
as defined hereunder, and will not in any manner directly or indirectly aid or
be a party to any acts, the effects of which would tend to divert, diminish or
prejudice the technology, good will, business or business opportunities of
fonix. In the event of a threatened breach by Consultant of the provisions of
this paragraph, fonix shall be entitled to an injunction restraining Consultant
from disclosing any such information or from rendering any services to any
person or entity to whom any such information has been disclosed or threatened
to be disclosed. Nothing herein shall be construed as prohibiting fonix from
pursuing any other remedies available to fonix for actual breach of the
provision of this paragraph, including the recovery of damages from Consultant.
1.4.1 In exchange for fonix executing this Agreement and agreeing
to the retention of Consultant's Services by fonix, Consultant does hereby
enter into the covenant of confidentiality set forth in this Section 1.4 (the
"Confidentiality Covenant") and acknowledges the adequacy of the consideration
to support the Confidentiality Covenant.
1.4.2 The Confidentiality Covenant shall survive the expiration or
termination of this Agreement
ARTICLE II
TERM OF CONTRACT
2.1 Term. The term of this Agreement shall be from the effective date
hereof until ___________________, except as provided in Article III.
2.2 Termination for Cause. Consultant acknowledges that its retainer
under this Agreement may be terminated for Cause as set forth herein. For the
purposes of this paragraph, "Cause" shall mean any of the following:
(a) Fraud;
(b) fonix, after consultation with legal counsel of its choice,
reasonably has determined that a violation of law has taken
place or is about to take place in connection with this
Agreement.
(c) Violation of the Confidentiality Covenant.
ARTICLE III
COMPENSATION
3.1 Compensation. As soon as possible after the mutual execution of
this Agreement by all Parties, fonix shall issue as compensation for
Consultant's services under this Agreement,___________________ (_____________)
shares of the Company's common stock, par value $.0001 per shares (the
"Compensation Shares").
3.2 Registration of Stock. Any offer or issuance of the Compensation
Shares under this Agreement shall be subject to the filing and effectiveness,
at or prior to the time this Agreement is executed by fonix, of a registration
statement under the Securities Act of 1933, as amended, on Form S-8, covering
the Compensation Shares. In connection with such registration, Consultant
represents and warrants that it has received the most recent annual report
(Form 10-KSB) and quarterly report (Form 10-Q) of fonix which are delivered
with this Agreement. If the S-8 Registration is invalidated or otherwise
rendered not effective, fonix will, as soon as practicable thereafter, provide
registration for Consultant's shares.
3.3 Expenses. Consultant shall be responsible for the payment of any
expenses incurred by Consultant in the providing of services hereunder.
ARTICLE IV
MISCELLANEOUS PROVISIONS
4.1 Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes any prior written or oral agreements
concerning the subject matter contained herein.
4.2 Amendment. This Agreement may be amended only by the written
consent of the parties.
4.3 Waiver. No waiver of any breach or default of this Agreement by
either party hereto shall be considered to be a waiver of any other breach or
default of this Agreement.
4.4 Notices. Any notices pertaining to this Agreement shall be in
writing and shall be transmitted by personal hand delivery or fax to an officer
or director of fonix or to Consultant, or through the facilities of the United
States Post Office, certified mail, return receipt requested. The addresses
set forth below for the respective parties shall be the places where notices
shall be sent, unless written notice of a change of address is given.
fonix:
fonix corporation
Attention ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President - Legal
60 East South Temple
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Consultant:
___________________
___________________
___________________
___________________
___________________
Notices given by mail shall be deemed to be delivered on the day such notice
is deposited in the United States mail, postage prepaid.
4.5 Assignment. The Consultant's rights and duties pursuant to this
Agreement are not assignable without the express written agreement of fonix.
fonix may assign any of its rights or obligations hereunder.
4.6 Consultant not Exclusive Consultant of fonix. Nothing in this
Agreement shall restrict or otherwise limit the right of fonix to engage or
retain other consultants, either as employees or as independent contractors.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
fonix:
fonix corporation
By:______________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
CONSULTANT:
_________________________________________