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EXHIBIT 10.1
Landbank Group, Inc.
CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS
AGREEMENT
This
Consulting, Confidentiality and Proprietary Rights Agreement
("Agreement") is entered into as of the 27th day of September,
2007 (the “Effective Date”) by and between
Landbank Group, Inc., a Delaware corporation (the
“Company”), and Venor, Inc.
(“Consultant”).
WHEREAS,
the Company desires to engage Consultant to provide certain
services as set forth on Schedule attached hereto and as
specified from time to time by the Company.
NOW,
THEREFORE, in consideration of the foregoing and the mutual
covenants and conditions contained herein, the parties hereto
agree as follows:
1.
Engagement. The Company hereby engages
Consultant, using Eric Stoppenhagen (the
“Principal”) to perform those duties set forth in
the Schedule attached hereto and such other duties as may be
requested from time to time by the Chairman or Board of
Directors of the Company. Consultant hereby accepts such
engagement upon the terms and subject to conditions set forth
in this Agreement.
2.
Compensation. For the services rendered by
Consultant under this Agreement, the Company shall pay to
Consultant the compensation specified in the Schedule, subject
to the terms and conditions set forth in this
Agreement.
3.
Term and Survivability. The term of this
Agreement shall be for a period of six months from the
Effective Date. Notwithstanding the foregoing,
Company may terminate this Agreement on or after thirty days
(30) of providing written notice to Consultant and Consultant
may terminate this Agreement on or after thirty days (30) of
providing written notice to Company. In addition,
this Agreement may be terminated if either party materially
fails to perform or comply with this Agreement or any material
provision hereof. Termination shall be effective five (5) days
after notice of such material failure to perform or comply
with this Agreement or any material provision hereof to the
defaulting party if the defaults have not been cured within
such five (5) day period. In the event that the
Consultant is required to provide any services whatsoever
after the term of this Agreement, the Consultant shall be
prepaid $200 per hour for any time spent. Upon
termination of this Agreement the following sections of this
Agreement shall survive such termination: Sections
3, 5, 6, 7, 8, 10, 12 and 13.
4.
Costs and Expenses of Consultant’s Performance.
Except as set forth on the Schedule, all costs and
expenses of Consultant’s performance hereunder shall be
borne by the Consultant.
5.
Taxes . As an independent contractor,
Consultant acknowledges and agrees that it is solely
responsible for the payment of any taxes and/or assessments
imposed on account of the payment of compensation to, or the
performance of services by Consultant pursuant this Agreement,
including, without limitation, any unemployment insurance tax,
federal and state income taxes, federal Social Security (FICA)
payments, and state disability insurance taxes. The Company
shall not make any withholdings or payments of said taxes or
assessments with respect to amounts paid to Consultant
hereunder; provided, however, that if required by law or any
governmental agency, the Company shall withhold such taxes or
assessments from amounts due Consultant, and any such
withholding shall be for Consultant's account and shall not be
reimbursed by the Company to Consultant. Consultant expressly
agrees to make all payments of such taxes, as and when the
same may become due and payable with respect to the
compensation earned under this Agreement.
6.
Confidentiality. Consultant agrees that
Consultant will not, except when required by applicable law or
order of a court, during the term of this Agreement or
thereafter, disclose directly or indirectly to any person or
entity, or copy, reproduce or use, any Trade Secrets (as
defined below) or Confidential Information (as defined below)
or other information treated as confidential by the Company
known, learned or acquired by the Consultant during the period
of the Consultant's engagement by the Company. For
purposes of this Agreement, "Confidential Information" shall
mean any and all Trade Secrets, knowledge, data or know-how of
the Company, any of its affiliates or of third parties in the
possession of the Company or any of its affiliates, and any
nonpublic technical, training, financial and/or business
information treated as confidential by the Company or any of
its affiliates, whether or not such information, knowledge,
Trade Secret or data was conceived, originated, discovered or
developed by Consultant hereunder. For purposes of
this Agreement, "Trade Secrets" shall include, without
limitation, any formula, concept, pattern, processes, designs,
device, software, systems, list of customers, training
manuals, marketing or sales or service plans, business plans,
marketing plans, financial information, or compilation of
information which is used in the Company's business or in the
business of any of its affiliates. Any information
of the Company or any of its affiliates which is not readily
available to the public shall be considered to be a Trade
Secret unless the Company advises Consultant in writing
otherwise. Consultant acknowledges that all of
the Confidential Information is proprietary to the Company and
is a special, valuable and unique asset of the business of the
Company, and that Consultant's past, present and future
engagement by the Company has created, creates and will
continue to create a relationship of confidence and trust
between the Consultant and the Company with respect to the
Confidential Information. Furthermore, Consultant
shall immediately notify the Company of any information which
comes to its attention which might indicate that there has
been a loss of confidentiality with respect to the
Confidential Information. In such event, Consultant shall take
all reasonable steps within its power to limit the scope of
such loss.
7.
Return of the Company’s Proprietary Materials.
Consultant agrees to deliver promptly to the
Company on termination of this Agreement for whatever reason,
or at any time the Company may so request, all
documents, records, artwork, designs, data, drawings,
flowcharts, listings, models, sketches, apparatus, notebooks,
disks, notes, copies and similar repositories of Confidential
Information and any other documents of a confidential nature
belonging to the Company, including all copies, summaries,
records, descriptions, modifications, drawings or adaptations
of such materials which Consultant may then possess or have
under its control. Concurrently with the return of
such proprietary materials to the Company, Consultant agrees
to deliver to the Company such further agreements and
assurances to ensure the confidentiality of proprietary
materials. Consultant further agrees that upon
termination of this Agreement, Consultant's, employees,
consultants, agents or independent contractors shall not
retain any document, data or other material of any description
containing any Confidential Information or proprietary
materials of the Company.
8.
Assignment of Proprietary Rights. Other
than the Proprietary Rights listed on the Schedule attached
hereto, if any, Consultant hereby assigns and transfers to the
Company all right, title and interest that Consultant may
have, if any, in and to all Proprietary Rights (whether or not
patentable or copyrightable) made, conceived, developed,
written or first reduced to practice by Consultant, whether
solely or jointly with others, during the period of
Consultant's engagement by the Company which relate in any
man
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