a. |
Company
shall pay Consultant a consulting fee (the “Fee”) to SEC Audit Prep, Inc.
equal to a monthly fee of $16,000 for Services performed. The Fee
shall be
payable per invoice every month, no later than the 10th business
day
following the receipt by Company from the Consultant of an invoice.
The
Consultant shall be paid a Fee for a minimum of $16,000 whether or
not the
Company still requires the Consultant to perform all the Services
mentioned above during the contract
term.
|
b. |
The
Company shall grant to the Consultant a nonqualified stock option
for the
purchase of 150,000 shares of the Company’s common stock. The option’s
exercise price will be equal to the fair market value of the Company’s
Common Stock on the date of grant. The option shall vest in equal
monthly
installments over a three (3) year period. If the Consultant is terminated
without cause or if there is a change of control of the Company,
then the
option shall vest immediately. The term of the option shall be ten
years.
|
c. |
Upon
termination of this Agreement for any reason, Consultant expressly
understands and agrees that Company’ sole obligation shall be to pay
Consultant the Fee for Services rendered through the effective date
of
termination or expiration, including any mandatory notice
period.
|
d. |
Reimbursement
of any reasonable travel expenses, if any, shall be made according
to
Company’ corporate policy; provided, however, that in no event shall the
Fee be paid for travel time. Consultant shall be reimbursed for other
reasonable and necessary expenses actually incurred or paid by Consultant
during the term or any extension thereof in the performance of the
Services within twenty (20) business days of the submission and approval
by Company of expense statements, vouchers, or other supporting
information reasonably acceptable to Company. Any travel expenses
in
excess of $2,000 in each instance shall require prior approval by
the
Company.
|
e. |
Consultant
shall not be entitled to participate in any fringe benefits or privileges
given or extended by Company to its officers and employees, including
without limitation, medical benefits, retirement plans or stock options.
Consultant shall be responsible for the payment of all federal, state
and
local taxes including, without limitation, withholding and sales
taxes,
and, at the request of Company, Consultant shall provide to Company
evidence that all of such payments have been made. Such evidence
may
include, at Company’ option, a written statement by Consultant that
Consultant has timely and appropriately paid and withheld all appropriate
taxes. Consultant warrants and represents that Consultant has complied
with, and covenants that during the term of this Agreement or any
extension thereof, Consultant shall continue to comply with all laws,
rules and regulations required by appropriate government authorities
for
independent contractors, including the appropriate withholding, reporting
and payment of all required taxes. Consultant shall indemnify and
hold
Company harmless from and against any claims, damages, debts, obligations,
liabilities and expenses (including, without limitation, attorney’s fees
and expenses and court costs) arising out of Consultant’s failure to
perform any covenant contained in, or Consultant’s breach of any
representation or warranty set forth in, this
Section.
|
a. |
The
termination of Consultant hereunder by Company at its option, for
any
reason or no reason, to be exercised by 270 days written notice from
Company to Consultant.
|
b. |
Consultant’s
death.
|
c. |
Upon
delivery of written notice by Company to Consultant if Consultant
materially breaches this Agreement; provided that the Company gives
the
Consultant a description of the material breach and at least twenty
days
to cure the breach.
|
a. |
The
parties acknowledge and agree that all rights, including without
limitation ownership, patent and copyright, in any software, materials,
reports (including, without limitation, report books, reference materials
and other literature relating to Company’ products or services or
otherwise related to the Services), memoranda, graphics, logos or
other
work product prepared by Consultant pursuant to the terms of this
Agreement, or otherwise for Company (hereinafter the “Work Product”) vest
in Company. The parties expressly acknowledge that the Work Product
was
specially ordered or commissioned by Company and further agree that
it
shall be considered a “Work Made for Hire” within the meaning of the
copyright laws of the United States and that Company is entitled,
as sole
author, to the copyright and all other rights therein, throughout
the
world, including but not limited to, the right to make such changes
therein and such uses thereof, as it may determine in its sole and
absolute discretion. If, for any reason, the Work Product is not
considered a “work made for hire” under the copyright laws of the United
States as aforesaid, then Consultant hereby grants and assigns to
Company,
its successors and assigns, all of Consultant’s right, title and interest
in the Work Product, including, but not limited to, the copyright
therein
throughout the world (and any renewal, extension or reversion copyright
now or hereafter provided), and all other rights therein of any nature
whatsoever, whether now known or hereafter devised including, but
not
limited to, the right to make changes therein, and such uses thereof,
as
Company may determine in its absolute discretion. Consultant also
agrees
to keep necessary records, made alone or with others during the course
of
performing Services pursuant to this Agreement, and agrees to furnish
Company, upon request, with all such
records.
|
b. |
If
Company is unable, after reasonable effort, to secure Consultant’s
signature on any application for patent, copyright, trademark or
other
analogous registration or other documents regarding any legal protection
relating to a Work Product, whether because of Consultant’s physical or
mental incapacity or for any other reason whatsoever, Consultant
hereby
irrevocably designates and appoints Company and its duly authorized
officers and agents as Consultant’s agent and attorney-in-fact, to act for
and in Consultant’s behalf and stead to execute and file any such
application or applications or other documents and to do all other
lawfully permitted acts to further the prosecution and issuance of
patent,
copyright or trademark registrations or any other legal protection
thereon
with the same legal force and effect as if executed by
Consultant.
|
a. |
For
purposes of this Agreement, “proprietary information” means information
relating to the business of Company or any affiliated or subsidiary
entity
and shall include (but shall not be limited to) information encompassed
in
all Work Product, specifications, drawings, graphics, logos, designs,
computer programs, source code, object code, models, methodologies,
algorithms, user documentation, plans, formulas, proposals, marketing
and
sale plans, financial information, costs, pricing information, customer
information, and all methods, concepts or ideas in or reasonably
related
to the business of Company or information of customers or clients
of
Company which Company is required to maintain as
confidential.
|
b. |
Consultant
agrees to regard and preserve as confidential, all proprietary
information, whether or not it has such information in writing, other
physical or magnetic form or such information is contained in Consultant’s
memory or the memory of any of Consultant’s agents or employees.
Consultant shall not, without written authority from Company to do
so,
directly or indirectly, use for the benefit or purpose, nor disclose
to
any other person or entity, either during the term of Consultant’s
engagement hereunder or thereafter, except as required by the conditions
of Consultant’s engagement hereunder, any proprietary
information.
|
c. |
Consultant
shall not disclose any reports, recommendations, conclusions or other
results of the Services or the existence or the subject matter of
this
contract without the prior written consent of Company. In Consultant’s
performance hereunder, Consultant shall comply with all legal obligations
Consultant may now or hereafter have regarding the information or
other
property of any other person, firm or
corporation.
|
d. |
The
foregoing obligations of this Paragraph shall not apply to any part
of the
information that (i) has been disclosed in publicly available sources
of
information, (ii) is, through no fault of Consultant, hereafter disclosed
in publicly available sources of information, (iii) can be demonstrated
to
Company’ satisfaction that it is now in the possession of Consultant
without any obligation of confidentiality, or (iv) has been or is
hereafter lawfully disclosed to Consultant by a third party, but
only to
the extent that the use or disclosure thereof has been or is rightfully
authorized by that third party.
|
a. |
During
the period commencing on the date hereof and ending two (2) years
after
the termination of Consultant’s engagement for any reason (the “Restricted
Period”), Consultant shall not directly or indirectly induce, solicit,
persuade or entice or attempt to induce, solicit, persuade or entice
any
of the employees, consultants or agents of Company to leave the employment
of Company or to terminate the consultancy or agency relationship
with
Company, as the case may be.
|
b. |
During
the Restricted Period, Consultant shall not, without the written
consent
of a duly authorized officer of Company: (i) directly or indirectly,
whether as principal, agent, stockholder, or in any other capacity,
have a
financial interest in any company or enterprise which is in competition
with any business actively conducted by Company or any of its subsidiaries
or affiliates; provided, however, that this shall not be deemed to
preclude Consultant from owning not more than 1% of the stock or
securities of any corporation, the shares of which are registered
under
Section 12 of the Securities Exchange Act of 1934, as amended or
(ii)
directly or indirectly, whether as principal, agent, stockholder,
employee, consultant or in any other capacity, provide any services
to any
company or enterprise which would result in competition with the
services,
products and technologies sold, licensed or being developed or planned
or
otherwise contemplated by Company or any of its subsidiaries or affiliates
at the time of the termination of this
Agreement.
|
c. |
During
the Restricted Period, the Consultant shall not, directly or indirectly,
induce, solicit, persuade or entice or attempt to induce, solicit
persuade
or entice any person who is then or has been within the preceding
12-month
period a customer or account of Company or any of its affiliates,
or any
actual customer leads whose identity the Consultant learned of during
the
term of this Agreement or any extension thereof , to terminate or
to
adversely alter its contractual or other relationship with Company
or any
of its affiliates.
|
d. |
During
the term or any extension thereof the Consultant shall promptly disclose
to Company any business idea or opportunity which falls within Company’
line of business or any logical extension thereof, which business
idea or
opportunity shall become the sole property of
Company.
|
e. |
Consultant
hereby agrees that each provision herein shall be treated as a separate
and independent clause, and the unenforceability of any one clause
shall
in no way impair the enforceability of any of the other clauses of
the
Agreement. Moreover, if one or more of the provisions contained in
this
Agreement shall for any reason be held to be excessively broad as
to
scope, activity, subject or otherwise so as to be unenforceable at
law,
such provision or provisions shall be construed by the appropriate
judicial body by limiting or reducing it or them so as to be enforceable
to the maximum extent compatible with the applicable law as it shall
then
appear. Consultant hereby further agrees that the language of all
parts of
this Agreement shall in all cases be construed as a whole according
to its
fair meaning and not strictly for or against either of the
parties.
|
a. |
The
terms and conditions of Paragraphs 3E, 6, 7, 8, 9, 10, 11 and 12
hereof
shall survive the termination of this Agreement or completion of
the
Services as the case may be.
|
b. |
Consultant
shall not assign this Agreement or delegate Consultant’s duties hereunder
and shall not subcontract any of the Services to be performed hereunder
without the prior written consent of Company. The Consultant may,
however,
provide Services hereunder through SEC Audit Prep, Inc., an entity
controlled by the Consultant, and in such case, Fee payments shall
be made
to such entity; provided, however, that in such event, the Consultant
shall continue to be the primary provider of the
Services.
|
c. |
Consultant
shall perform the Services as an independent contractor and shall
not be
considered an employee of Company or partner, joint venture or otherwise
related to Company for any purpose. Accordingly, Consultant may not
bind
Company to any contract, agreement or
arrangement.
|
d. |
Consultant
shall not trade the Company’s stock on insider information the Consultant
may learn in the course of performing his services under this Agreement.
The Consultant agrees to disclose in writing to the Company any changes
in
the Consultant’s ownership position with respect to the Company’s stock
within five (5) business days after an event involving acquisition
or
disposition of the Company’s stock
occurs.
|
e. |
This
Agreement shall be governed by the laws of the State of New York,
without
regard to its conflicts of laws.
|
f. |
This
Agreement constitutes the entire understanding between the Consultant
and
Company respecting the Services described
herein.
|
g. |
This
Agreement may be executed in two or more counterparts, each of which
shall
be deemed an original, but all of which together shall constitute
one and
the same instrument.
|
h. |
Facsimile
execution and delivery of this Agreement is legal, valid and binding
execution and delivery for all
purposes.
|
i. |
The
Consultant shall be primarily based in New York; however, the Consultant
will travel back and forth to the Washington, DC area, where the
executive
offices of the Company are based, on an as needed basis. The Consultant
expects to travel to Washington, DC at least one time per
month.
|
Thorium
Power, LTD.
|
Treasurer
and Financial Consultant
|
|
|
|
|
|
Larry
Goldman
|
|
By:
/s/ Seth Grae
Name:
SETH GRAE
|
By:
/s/ Larry Goldman
Name:
SEC Audit Prep, Inc.
|
|
Title:
President and Chief Executive Officer
|
Title:
President
|