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CONSULTING
AGREEMENT
THIS AGREEMENT IS HEREBY MADE as of the 14th day of August,
2007, by and between
Patron Systems, Inc. a Delaware corporation with its principal
place of business
at 5775 Flatiron Parkway, Suite 230, Boulder, CO 80301
("Company"), and Martin
T. Johnson, individually, with his principal place of business
at 1815 N. Howe
Street, #F, Chicago, IL 60614 ("CONSULTANT").
WHEREAS, Company desires CONSULTANT to perform certain duties
identified in
Exhibit A.
NOW, THEREFORE, the parties agree to the following terms,
conditions, and
provisions:
1. STATUS of CONSULTANT. CONSULTANT shall be and act as an
independent
contractor (and not as the agent, employee or representative of
Company) in
performance of Consultant's services hereunder. CONSULTANT shall
be solely
responsible for the quality of the services provided by
CONSULTANT
hereunder.
2. TERMS OF PAYMENT. Company shall pay CONSULTANT in accordance
with Exhibit B
hereto for time actually worked.
3. REIMBURSEMENT OF EXPENSES. CONSULTANT will be engaged on a
time and expense
basis. Reimbursable expenses include coach air travel, meals,
hotels, and
other reasonable expenses at actual cost.
4. FEDERAL, STATE AND LOCAL PAYROLL TAXES. Neither federal, nor
state, nor
local income tax nor payroll tax of any kind shall be withheld
or paid by
Company on behalf of CONSULTANT. CONSULTANT shall not be treated
as an
employee of Company with respect to the services performed
hereunder for
federal or state tax purposes.
5. INDEMNIFCATION. Company will indemnify, defend, and hold
harmless
CONSULTANT for all claims, liabilities, costs, penalties, and
expenses
(including, but not limited to, attorney's fees) arising in
connection with
the performance of the services set forth in Exhibit A.
6. TERM OF AGREEMENT. Unless terminated earlier as provided
herein, this
Agreement shall terminate one year from the date first set forth
above.
Renewals or extensions, in a writing signed by both parties, may
be
appended to this Agreement.
7. TERMINATION WITHOUT CAUSE. Without cause, any party may
terminate this
Agreement after giving 2 days prior written notice to the other
of intent
to terminate without cause. The parties shall deal with each
other in good
faith during the 2 day period after any notice of intent to
terminate
without cause has been given.
<PAGE>
8. TERMINATION WITH CAUSE. With reasonable cause, either party
may terminate
this Agreement effective immed
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