|
Exhibit 10.2
ADVISORY AGREEMENT
This
Advisory Agreement (the “ Agreement”
) is made and entered into as of the effective date
June 20, 2008 (the “ Effective
Date ”), between Kronos Advanced Technologies,
Inc. (“ Kronos
”), a Nevada corporation and Daniel R. Dwight, an
individual, hereinafter collectively referred to as “
Advisor”
.
Recitals
WHEREAS,
Kronos is interested in Advisor providing Specialized
Consulting Services as detailed in Attachment
A. For such service, Kronos is willing to
compensate Advisor, subject to the covenants, conditions and
limitations set forth in this Agreement.
WHEREAS,
Advisor has special knowledge and other background experience
relevant to the field and is willing to provide the services
contemplated by and in accordance with the covenants,
conditions and limitations of this Agreement.
Agreement
In
consideration of the foregoing recitals, the mutual covenants
hereinafter provided, and for other good and valuable
considerations, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be
legally bound and equitably bound, hereby agree as
follows:
I.
Scope and
Limitations of Engagement .
1.
Kronos appoints
Advisor. Kronos hereby appoints Advisor and
Advisor hereby accepts such appointment, on a non-exclusive
basis, to provide the Services as described in Attachment
A Statement of Work. The Statement of Work
may be modified or amended by mutual written consent of Kronos
and Advisor.
2.
Independent
Status of Advisor . Advisor shall, at all
times, be an independent contractor hereunder, rather than a
co-venturer, agent, employee, or representative of
Kronos. Advisor shall be responsible for
Advisor’s taxes, shall not be required to work on
a
continuing daily basis or any specific work schedule, and
shall not be provided with office space or administrative
support by Kronos. Advisor is permitted to engage in other
businesses and ventures. Advisor shall be solely
responsible for complying with all laws, rules, and
regulations applicable to its services
hereunder. Kronos shall not be liable for any
injury (including death) to Advisor or others, workmen’s
compensation, employer’s liability, social security,
withholding tax, or other taxes of similar nature for or on
behalf of Advisor or any other person, persons, firms or
corporations consulted by Advisor in carrying out this
Agreement. It is understood, however, that should
Kronos be held liable for any social security, withholding or
other taxes of a similar nature on behalf of Advisor, then
Kronos shall have the right to recover an
equivalent
amount
from Advisor or deduct such amount from any compensation due
to Advisor pursuant to this Agreement.
3.
Confidentiality
. The Advisor acknowledges that during the Term of
this Agreement, the Advisor may be given access to or may
become acquainted with Confidential Information (as
hereinafter defined) and/or trade secrets of
Kronos. Subject to the exceptions set forth below
and permitted uses of Confidential Information in connection
with the provision of services pursuant to this Agreement, the
Advisor acknowledges that the Confidential Information and/or
trade secrets of Kronos as such may exist from time to time,
are valuable, confidential, special and unique assets of
Kronos, expensive to produce and maintain and essential for
the operation of its business. The Advisor hereby agrees that
he shall not, during the Term of this Agreement and for a
period of five (5) years thereafter, directly or indirectly,
communicate, disclose or divulge to any Person, as defined
below, or use for its benefit or the benefit of any Person, in
any manner any Confidential Information or trade secrets of
Kronos acquired before or during the Term of this Agreement,
or any other Confidential Information concerning the conduct
and details of the businesses of Kronos, except as may be
required for the Advisor to perform the services hereunder and
otherwise to comply with the terms and conditions and intent
of this Agreement and by law, or to enforce the
Advisor’s rights hereunder. As used in this
Section, " Confidential
Information ” of Kronos means any and all
information (verbal and written) relating to Kronos or any of
its subsidiaries or any of its affiliates, or any of their
respective activities, including, but not limited to,
information relating to trade secrets, personnel lists,
financial information, research projects, services used,
pricing, software, software code, technical memoranda, designs
and specifications, new products and services, comparative
analyses of competitive products, technology, know-how,
customers, customer lists and prospects, product sourcing,
marketing and selling and servicing. Confidential
Information shall not include information that, at the time of
disclosure, (a) is known or available to the general public by
publication (including, without limitation, the public
disclosure of information pursuant to Kronos’ reporting
obligations under applicable federal and state securities
laws) or otherwise through no act or failure to act on the
part of the Advisor in violation of this Section I(3),
(b) became known or was derived by the Advisor by some
demonstrable means other than as a result of the
Advisor’s access thereto, (c) was rightfully received
from a third party without similar restrictions and without
breach of this Agreement or any other agreement, or (d) was
independently developed by the Advisor without any utilization
of the Confidential Information. The Advisor shall
not be liable for any disclosure of Confidential Information
made pursuant to a valid and enforceable judicial or
governmental order (a “ Mandated
Disclosure ”) not sought by the Advisor for the
purpose of circumventing his obligations hereunder; provided,
however, that the Advisor’s obligations under this
Section I (3) shall be deemed satisfied if, promptly upon
the Advisor’s receipt of a subpoena or other written
notice seeking disclosure of Confidential Information, the
Advisor shall provide written notice to Kronos of any attempt
to obtain the Mandated Disclosure and in any event prior to
any disclosure of Confidential Information pursuant thereto,
and reasonably cooperates with Kronos in the event that Kronos
elects to legally contest and avoid the Mandated
Disclosure.
II.
Intellectual
Property.
1. Advisor
covenants and agrees that any works of authorship, work
product, materials, copyrights, discoveries, improvements,
inventions and/or patent rights and anything else that Advisor
may make or acquire, either solely or jointly with others,
which result from Advisor’s contact with Kronos
personnel and operation or from Advisor’s work for
Kronos, during the Term of this Agreement or while engaged
upon the advisory work under this Agreement, and for six (6)
months thereafter, shall be the exclusive property of Kronos
and agrees to assign, and by these presents does hereby assign
and transfer all his entire right, title and interest in and
to such inventions, improvements and patent rights to Kronos,
its successors and assigns, and Advisor agrees upon the
request of Kronos to execute and deliver all documents and
perform such acts necessary or advisable to secure to Kronos,
its successors and assigns or its nominee without payment of
additional consideration therefore other than the payment for
said advisory services as herein provided, the entire right,
title and interest in and to said discoveries, improvements
and inventions, including applications for and/or letters
patent of the United States and countries foreign thereto
provided the cost of preparing such papers, assignments and
applications for letters patent and the prosecution and
maintenance of said applications for and/or letters patent and
all proceedings and litigation is borne by Kronos or its
nominee. Both parties agree that any obligation
Advisor may now have to assign inventions to Kronos is not
waived or changed by terms of this Agreement.
2. Advisor
agrees that any and all information including know-how and
trade secrets that may be imparted to him by Kronos as well as
Advisor’s advice, recommendations and opinions resulting
from such advisory service shall be maintained confidential
and secret and Advisor shall not use or disclose said
information to others except officials and duly authorized
employees and representatives of Kronos, without prior written
consent and approval of Kronos.
3. Advisor
shall at all times during and after the Term of this
Agreement, upon the request and the expense of Kronos, execute
and deliver any and all papers, and do any and all lawful acts
that may be necessary or desirable in the opinion of Kronos
including but not limited to:
a. To
obtain letters patent, both domestic and foreign on said
inventions;
b. To
secure, establish and maintain title in Kronos, its successors
and assigns, to said inventions, applications and letters
patent, including making such title of lawful and public
record;
c. To
cooperate fully with Kronos, both during and after the Term of
this Agreement, with respect to the procurement, perfection of
title, maintenance and enforcement of copyrights, patents and
other intellectual property rights (both in the United States
and foreign countries) relating to developments or inventions;
to sign all papers, including, without limitation, copyright
applications, patent applications, declarations, oaths, formal
assignments, assignments of priority rights, and powers of
attorney, which Kronos may deem
necessary
or desirable in order to protect its rights and interests in
any development or invention. If Kronos is unable,
after reasonable effort, to secure Advisor’s signature
on any such papers, any executive officer of Kronos shall be
entitled to execute any such papers as his agent and
attorney-in-fact, and Advisor hereby irrevocably designates
and appoints each executive officer of Kronos as his agent and
attorney-in-fact to execute any such papers on Advisor’s
behalf, and to take any and all actions as Kronos may deem
necessary or desirable in order to protect its rights and
interests in any development or invention, under the
conditions described in this sentence.
d. To
defend, establish or otherwise preserve the validity of said
letter patent against any and all infringers.
4. Advisor
shall promptly disclose to Kronos or its designees, in
writing, all inventions (regardless of whether such inventions
are related to the business, products or services of Kronos or
any of its affiliated companies) made or conceived, either
solely or jointly with others, during the term of this
Agreement and for six (6) months thereafter.
5. Advisor
shall within two (2) days after written reque
|
