CONSULTING AGREEMENT
Addendum #1
This Consulting Agreement Addendum #1
“Agreement” is made this __ day of August, 2008, by and
between Steven G. Jones, whose address is
______________________________Salt Lake City, Utah ., hereinafter
referred to as the " Consultant ", and Fonix
Corporation, a Delaware corporation, whose principal place of
business is located at 387 South 520 West Suite 110,
Lindon, UT 84042 , hereinafter referred to as " Company " or
“ Fonix .”
W I T
N E S E T H:
WHEREAS , all terms and conditions of
the Agreement “Consulting Agreement” between the
Company and the Consultant dated June __, 2008 is in effect;
and
WHEREAS , the Company
desires to expand additional assignments to the services of the
Consultant relating to his consulting services as an independent
contractor and not as an employee; and
WHEREAS , Consultant desires to consult
with the Board of Directors, the officers of the Company, and the
administrative staff, and to undertake for the Company consultation
as to the direction of certain functions of the Company as
described herein.
NOW, THEREFORE , it is agreed as
follows:
1. Term. The respective
duties and obligations of the contracting parties shall be for a
period of six (6) months commencing on the ____ day of August ,
2008, and may be terminated by either party after giving thirty
(30) days' written notice to the other party at the addresses
stated above or at an address chosen subsequent to the execution of
this Agreement and duly communicated to the party giving
notice.
2. Consultation Assignment.
In addition to the Consultation Assignment identified in the
Consulting Agreement, Consultant shall be available to consult with
the Board of Directors, the officers of the Company, and the heads
of the administrative staff, at reasonable times, concerning
matters pertaining to the commercialization and distribution of the
Company’s technology and software for the Apple iPhone. In
addition, Consultant shall represent the Company in such
transactions as the CEO of the Company may specifically assign.
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 or product of the
Company, nor does this Agreement confer any employment right on
Consultant. Consultant agrees that in performing his
duties under this Agreement, he shall be operating as an
independent contractor as that term is defined in United States
Treasury Department regulations and United States 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 be 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 3.
4. Confidentiality and
Non-Disclosure . Consultant acknowledges that in
performance of services under this Agreement, he may acquire
confidential information concerning Fonix technology, know-how,
product development and marketing plans, 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 Consultant’s enumerated consulting 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 Information or from rende
