EXHIBIT
10.16
CONSULTING
AGREEMENT
This
Consulting Agreement (“Agreement”), is entered
into as of July 10th, 2006 (the “Effective Date”)
by and between PocketFinder, LLC., and Roger Anderson
(“Consultant”).
WITNESSETH:
WHEREAS,
Company is a technology and telecommunications company that
has designed and patented wireless communications products and
systems combining advanced wireless location based services
technology to provide features of utilizing a proprietary
software system; and
WHEREAS,
Company wishes to assure itself of the services of Consultant
for the period and upon the terms and conditions provided in
this Agreement; and
WHEREAS,
Consultant is willing to serve and to provide consulting to
the Company on a project basis for said period and upon the
terms and conditions provided in this Agreement.
NOW,
THEREFORE, in consideration of the mutual covenants and
agreements contained herein, the parties hereto agree as
follows:
1.
Period
a.
Term . Subject to the terms and conditions
of this Agreement, Company hereby agrees to use Consultant for
the design and implementation of PocketFinder. The
capacity as set forth herein, commencing on the Effective Date
and continuing in full force and effect until such time as the
execution of each Task is completed, but in no event longer
than ten (10) years from the Effective Date (the
“Consultancy Term”).
b.
Duties and Responsibilities . During the
Term, Consultant agrees to devote his working time and
attention to the project and tasks faithfully and efficiently
perform all reasonable responsibilities and duties to the best
of his skill and abilities, in a competent and professional
manner.
c.
Services . During the Term, Consultant
further agrees not to engage in any business or perform any
services that are competitive with the business of or services
provided by Company or that may be deemed to constitute a
conflict of interest. Notwithstanding anything to
the contrary contained in this Section 1(c), Consultant shall
not be prohibited from (i) rendering services to relatives,
charitable or community organizations; (ii) managing her
personal investments in such manner as to not interfere with
the performance of her duties hereunder; or (iii) owning no
more than five percent (5%) of the equity securities of a
corporation or other entity, so long as (A) such services or
activities are not rendered to any business which is
competitive with the business of Company, and (B) such
services or activities do not in any way interfere with the
performance of Consultant’s duties and responsibilities
hereunder.
2.
Compensation . During the Term, Consultant
shall be entitled to the compensation package and benefits
provided below.
a.
Base Salary . During the Consulting Term, in
full consideration for the services to be rendered by
Consultant, Consultant shall compensation for worked performed
on an hourly basis set at $125.00 per hour. The
Consultant will invoice the Company on a monthly
basis.
b.
Stock Incentive Plan/Options for Performance
. Consultant shall participate in the Stock
Incentive Plan of the Company based on Performance as
follows:
|
NUMBER
|
VESTING
|
| |
|
|
50,000
class D shares
|
Issued
to Roger Anderson on completion of the IVR
|
| |
|
|
100,000
class D shares
|
First
PF location based system tested and running at the main data
center.
|
| |
|
|
25,000
class D shares
(Maximum
of 100,000 class D shares)
|
Upon
each additional PF location system tested and running at main
data centers domestic and internationally.
|
c.
Resignation . Consultant may resign his
current position with Company and thereby terminate his
agreement, by giving thirty (30) days notice in
writing. Upon resignation, Consultant terminates
any and all participation in the Stock Incentive Plan/Options
for Performance as described in Section 2.b.
d.
Termination of Consulting . Company may
Terminate Consulting at any time during the Agreement by
giving consultant thirty (30) days notice in
writing. Upon Termination, Company is obligated to
pay any and all outstanding invoices.
3.
Confidential Information .
a.
Company Information . Consultant
acknowledges that during the course of employment, Consultant
will have access to information about Company and that
Consultant’s employment with Company shall bring
Consultant into close contact with proprietary information of
Company. In recognition of the foregoing,
Consultant agrees at all times during and following
Consultant’s employment with Company, to hold in
confidence, and not to use, except for the benefit of Company,
or to intentionally disclose to any person, firm, corporation
or other entity without written authorization of Company, any
“Confidential Information” of Company which
Consultant obtains or creates. Consultant
understands that “Confidential Information” means
any Company proprietary information, technical data, trade
secrets or know-how, including, but not limited to, research,
product plans, products, services, suppliers, customer lists,
prices and costs, markets, software, developments, inventions,
laboratory notebooks, processes, formulas, technology,
designs, drawing, engineering, hardware configuration
information, marketing, licenses, finances, budgets or other
business information disclosed to Consultant by Company in
writing or by drawings of parts or equipment, or created by
Consultant during the period of Consultant’s term during
working hours. Consultant understands that
“Confidential Information” includes information
pertaining to any aspects of Company’s business which is
either information not known by actual or potential
competitors of Company or is proprietary information of
Company or its customers or suppliers, whether of a technical
nature or otherwise. Consultant further understand
that Confidential Information does not include any of the
foregoing items which have become publicly known and made
generally available through no wrongful act of
Consultant.
b.
Third Party Information . Consultant
recognizes that Company has received and in the future will
receive confidential or proprietary information from third
parties subject to a duty on Company’s part to maintain
the confidentiality of such information and to use such
information only for certain limited
purposes. Consultant agrees to hold all such
confidential or proprietary information in confidence and not
to intentionally disclose it to any person, firm or
corporation or to use it except as necessary in carrying out
my work for Company consistent with Company’s agreement
with such third person.
4.
Inventions .
a.
Inventions Retained and Licensed
. Consultant represents and warrants to Company
that there are no inventions, original works of authorship,
developments, improvements, or trade secrets which were made
by Consultant prior to the commencement of his employment with
the Company (collectively, &ld
