Micro Sensor Technologies, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------------------------------------------
Consulting Agreement
This Consulting Agreement is made and effective this June 1,2001, by and between
Micro Sensor Technologies, Inc. (MSTI), offices located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Client"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, residing at
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Consultant").
Now, therefore, Consultant and Client agree as follows:
1. Engagement:
Client hereby engages Consultant, and Consultant accepts engagement, to provide
the Client, at a minimum, the following services when and as requested:
Review, evaluate and make recommendations regarding the application,
manufacturing and testing of the explosives detection technology being developed
at Oak Ridge National Laboratory for Client. Consultant will provide
recommendations to the Client with regards to the application and integration of
the new technology to the Client's products and recommendations with regards to
the need for future R&D.
It is the intention of Micro Sensor Technologies, Inc. to effectuate a merger
with a technology company that will introduce the invention into the
marketplace. Upon the consummation of this merger, the Consultant will provide
the services described under this Consulting Agreement to this technology
company.
2. Term:
Consultant shall provide services to the Client pursuant to this Agreement for a
term commencing on June 1, 2001 and ending on May 31, 2002, unless otherwise
modified or extended by mutual agreement.
3. Place of Work:
Consultant shall render services at Consultant's offices, but will, upon
request, provide services at Client's office for the performance of particular
services. Travel expenses incurred, as a result of the Client's request of the
Consultant to travel will be paid by the Client.
4. Time:
Consultant shall provide 100 hours of consulting time to Client, at a rate of
two hundred dollars ($200) per hour under the terms of this Agreement. Client
relies upon Consultant to devote his best efforts to fulfill the spirit and
purpose of this Agreement. Consultant will provide Client a quarterly log of
hours spent on Client work.
1
5. Payment:
Client shall pay Consultant twenty thousand dollars ($20,000) within 30 days of
executing this agreement. This pre-payment is in consideration for one hundred
(100) hours of consulting services to be provided within twelve (12) months of
the effective date of this Agreement. If this payment is not received by May 1,
2001, then this Agreement is null and void.
6. Confidentiality:
During the term of this Agreement, Consultant shall not, without the prior
written consent of the Client, disclose to anyone any confidential information.
"Confidential Information" for the purposes of this Agreement shall include
Client's proprietary and confidential information such as, but not limited to,
technology plans, research and development plans, designs, models, software,
product specifications, marketing plans, production plans, and new concepts.
Confidential information shall not include any information that:
A. Is disclosed by the Client without restriction.
B. Becomes publicly available through no act of the Consultant.
C. Is rightfully received by the Consultant from a third party.
D. Is required by the Client to be disseminated for the purposes of this
agreement.
7. Independent Contractor:
Consultant is and throughout this Agreement an Independent Contractor and not an
employee, partner or agent of the Client. While performing work for the Client,
Consultant may use the title of "Scientific Advisor."
8. Termination:
This Agreement may be terminated by the Client as follows:
A. If Consultant is unable to provide the consulting services by reason of
temporary or permanent illness, disability, incapacity or death.
B. Breach or default of any obligation of the Consultant as described in this
Agreement, which breech or default is not cured within five (5) days of
written notice from Client.
Consultant may terminate this Agreement as follows:
A. Breach or default of any material obligation of the Client as described in
this Agreement, which breech or default is not cured within five (5) days
of written notice from Consultant.
2
Upon termination of this Agreement by the Client or the Consultant for any
reason, Consultant will return any pre-paid monies not utilized during the term
this consulting agreement was in effect.
9. Controlling Law:
This Agreement shall be governed by and be construed in accordance with the laws
of the State of Florida.
10. Headings:
The headings in this Agreement are inserted for convenience only and shall not
be used to define, limit or describe the scope of this Agreement or any of the
obligations herein.
11. Intellectual Property:
Any intellectual property developed as a result of this consulting agreement
will be the sole property of UT-BATTELLE. This new intellectual property will be
the subject of Section 2 of the License Agreement dated March 26, 2001 between
UT-BATTELLE and MSTI. No additional compensation will be due UT-BATTELLE from
MSTI as a result of this additional intellectual property inclusion.
12. Final Agreement:
This Agreement constitutes the final understanding and agreement between the
parties with respect to the subject matter hereof and supersedes all prior
negotiations, understandings and agreements between the parties, whether written
or oral. This Agreement may be amended, supplemented or changed, only by an
Agreement in writing, signed by both of the parties.
13. Notices:
Any notice to be given or otherwise given pursuant to this Agreement shall be in
writing and shall be hand delivered, mailed by certified mail, return receipt
requested or sent by overnight courier service as follows:
If to Consultant:
▇▇. ▇▇▇▇▇▇ ▇.▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
If to Client:
Micro Sensor Technologies, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
3
14. Severability:
If any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
IN WITNESS WHEREOF, this Agreement has been executed by the Parties as of the
date first above written.
Micro Sensor Technologies, Inc. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------ ---------------------------
By: ▇▇. ▇▇▇ ▇▇▇▇▇▇▇, President By: ▇▇. ▇▇▇▇▇▇ ▇.▇▇▇▇▇▇▇
4