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CONSULTING
AGREEMENT
THIS
AGREEMENT ("Agreement"), effective on the date last executed by a party
hereto
(the "Effective Date") is between Kenton Chickering III (here after referred
to
as "CONSULTANT"),
having a residence at 10302 Lynbrook Hollow Street, Houston, Texas 77042
and
Hemiwedge Valve Corporation ("HVC"), having an office at 12060 FM 3083,
Conroe,
Texas, 77301.
CONSULTANT
has expertise relating to mechanical devices, specifically valves and
associated devices. HVC desires to secure the services of CONSULTANT in a
consulting
capacity through the Consulting Term (as defined below).
In
consideration of covenants in this Agreement, the parties agree as
follows:
1. Confidential
and Proprietary Information
It
will
be necessary for HVC to disclose to CONSULTANT confidential and
proprietary information relating to HVC's proposed developments of valves
and
associated
devices. Accordingly, HVC and CONSULTANT agree as follows:
CONSULTANT
agrees not to disclose HVC's confidential information received hereunder
related to applications of valves and associated devices to any third party
and
not
to
use the same, except for the purpose noted above, for a period of two (2)
years
from the date of disclosure, after which period CONSULTANT's obligations
of
non-use shall cease.
CONSULTANT agrees to treat confidential information received hereunder in
the
same
manner as CONSULTANT treats his own proprietary and confidential
information.
CONSULTANT's
obligation to hold the confidential information disclosed to CONSULTANT
by HVC in confidence will not apply to information that CONSULTANT can
show
was in the public knowledge or literature at the time of disclosure by HVC
hereunder,
or that CONSULTANT can show was already in CONSULTANT's possession at
the
time of disclosure by HVC hereunder without obligation of confidentiality,
or
subsequently
to its disclosure hereunder and without fault of CONSULTANT becomes part
of
the public knowledge.
2. Consulting
Term
The
Consulting Term begins on the Effective Date and ends three (3) months
thereafter
("the Termination Date"). The Consulting Term shall earlier terminate upon
CONSULTANT's
or HVC's material failure to comply with the provisions of this Agreement,
or after thirty days notice of termination by CONSULTANT or HVC.
3. Compensation
CONSULTANT
shall be compensated for effective work conducted in support of HVC
on a
daily rate of $1,600.00 per day. Both parties agree the compensation will
be
paid
in
Shumate Industri
