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CONSULTING AGREEMENT

Consulting Services Agreement

CONSULTING AGREEMENT | Document Parties: DEEP FIELD TECHNOLOGIES, INC. You are currently viewing:
This Consulting Services Agreement involves

DEEP FIELD TECHNOLOGIES, INC.

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Title: CONSULTING AGREEMENT
Governing Law: New Jersey     Date: 2/13/2007
Law Firm: Kirkpatrick Lockhart Preston Gates Ellis LLP    

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                              CONSULTING AGREEMENT

            This AGREEMENT   (this   "Agreement") is made as of February 13, 2007,
is made by and between Deep Field   Technologies,   Inc., a New Jersey corporation
(the   "Company"),   having an office at 2222 Second Street,   Fort Myers,   Florida
33901,   and   Jerome   Mahoney,   as   individual,   having   an   office at 750 Rt. 34
Matawan, New Jersey, 07747 (the "Consultant").

                                   WITNESSETH:

            WHEREAS,   prior to the date hereof,   the   Consultant was employed as
the Chairman of the Board of Directors of the Company (the "Board");

            WHEREAS,   the   Company   has   entered   into an Amended   and   Restated
Securities Exchange Agreement (the "Securities Exchange Agreement"), dated as of
January 25, 2007, by and among the Company, the joint venture participants named
therein and Beijing Sino-US Jinche Yingang Auto Technological Service Limited, a
cooperative   joint venture   organized under the laws of The People's Republic of
China ("Jinche") pursuant to which the Company has agreed to exchange certain of
its shares for joint venture interests in Jinche;

            WHEREAS, in connection with the Securities   Exchange Agreement,   the
Consultant   has agreed to resign as   Chairman of the Board,   and the   Employment
Agreement by and between the Company and the   Consultant,   dated August 3, 2004,
as amended (the "Employment   Agreement") will be terminated immediately prior to
the Closing (as such term is defined in the Securities Exchange Agreement); and

            WHEREAS,   the   Company   now   desires to engage the   services   of the
Consultant, and the Consultant desires to render such services.

            NOW, THEREFORE,   in consideration of the premises, the parties agree
as follows:

      1. Consulting Services.   During the term of this Agreement, the Consultant
shall provide general   corporate   finance advisory and other similar   consulting
services to the Company,   subject to the terms and   conditions   hereinafter   set
forth (the "Services").   The Consultant agrees that he will perform the Services
faithfully and to the best of his ability, subject to the general supervision of
the Board of Directors of the Company.

      2. Term. The term of the Consultant's   engagement hereunder shall commence
on the date hereof (the   "Commencement   Date") and shall   continue for a term of
six (6) months.

      3. Compensation.

            (a)   In   consideration   of   the   services   to   be   rendered   by   the
Consultant   hereunder,   the   Company   agrees   to pay   the   Consultant,   and   the
Consultant agrees to accept from the Company,   One Million (1,000,000) shares of
the Company's   Class A Common Stock ("DFT Common   Stock") which DFT Common Stock
shall be issued to the   Consultant on the Effective   Date (as defined below) and
which DFT Common Stock shall be deemed fully   earned and not   redeemable   by the
Company, including upon any termination of this Agreement, after such issuance.


<PAGE>

            (b) The Company   agrees to register   the DFT Common   Stock issued to
the   Consultant on Form S-8, at the Company's   expense,   with the Securities and
Exchange Commission (the "SEC") on such date that is not later than seventy (70)
days after the Commencement Date.

      4. Termination.   This Agreement may be terminated by the Company or by the
Consultant   upon thirty (30) days' prior written   notice of   termination   to the
other party hereto,   which notice shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the Consultant's
services.

      5. Conditions to Effectiveness of Consulting Agreement.

            (a) The Consultant shall have resigned as Chairman of the Board.

            (b) The   Employment   Agreement   and   all   rights   thereunder   to any
benefits and compensation shall have been terminated.

      6. Non-Disclosure of Confidential Information and Non-Solicitation.

            (a) The Consultant acknowledges that the Company maintains as secret
and confidential   certain   information (i) relating to the products,   processes,
designs   and/or   systems used by the Company and (ii)   relating to the customers
and   employees   of   the   Company   (such   information   hereafter   referred   to as
"Confidential   Information").   The   Consultant   further   acknowledges   that such
Confidential   Information   is of great value to the Company.   The parties hereto
recognize   that   in   the   course   of   providing   services   to the   Company,   the
Consultant,   by reason of his   engagement   by the   Company,   may be   exposed   to
certain   Confidential   Information.   The parties   confirm that it is   reasonably
necessary to protect the Company's   goodwill,   and   accordingly,   the Consultant
agrees   that   in the   event   the   Consultant   is   exposed   to   any   Confidential
Information   the   Consultant   will not   directly   or   indirectly   (except   where
authorized   by the Board of   Directors   of the   Company   for the   benefit of the
Company):

                  (i) At any time   during or after   the term of this   Agreement,
divulge   to   any   persons,   firms   or   corporations,    other   than   the   Company
(hereinafter   referred to collectively as "third   parties"),   or use or allow or
cause or authorize any third parties to use, any such   Confidential   Information
other   than with   respect   to the   Company's   unified   messaging   business   (the
"Unified Messaging Business");

                  (ii) At any time during the term of this   Agreement   and for a
period of six (6) months after the   termination   of this   Agreement,   solicit or
cause or authorize   directly or indirectly to be solicited,   for or on behalf of
the Consultant or third parties, any business from persons, firms,   corporations
or other   entities   who   were at any time   within   six (6)   months   prior to the
termination of this Agreement,   customers of the Company other than with respect
to the Unified Messaging Business;


                                      -2-
<PAGE>

                  (iii) At any time during the term of this   Agreement and for a
period of six (6) months   after the   termination   of this   Agreement,   accept or
cause or authorize   directly or indirectly   to be accepted,   for or on behalf of
the   Consultant or third   parties,   any business from any such customers of this
Company other than with respect to the Unified Messaging Business;

                  (iv) At any time during the term of this   Agreement   and for a
period of six (6) months the termination of this Agreement,   solicit or cause or
authorize   directly or   indirectly   to be solicited   for   employment,   for or on
behalf   of   the   Consultant   or   third   parties,    any   persons   (excluding   any
individuals   residing in the same immediate primary residence as the Consultant,
and/or the   Consultant's   immediate   family) who were at any time within six (6)
months prior to the   cessation   of his   employment   hereunder,   employees of the
Company other than employees related to the Unified Messaging Business; and

                  (v) At any time   during the term of this   Agreement   and for a
period of six (6) months   after the   termination   of this   Agreement,   employ or
cause or authorize   directly or indirectly   to be employed,   for or on behalf of
the   Consultant or third   parties,   any such employees of the Company other than
employees related to the Unified Messaging Business.

            (b) The Consultant   agrees that, upon   termination of this Agreement
by the Company for any reason,   the Consultant shall forthwith deliver up to the
Company any and all records,   drawings,   notebooks, keys and other documents and
material, and copies thereof in his possession or under his control which is the
property   of the Company   other than in   connection   with the Unified   Messaging
Business.

            (c) The   Consultant   agrees that any breach or threatened   breach by
the Consultant of any provision of this Section 6 shall entitle the Co


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