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Exhibit 10.1
This
Consulting Agreement, dated effective October 1, 2007 (this
“Agreement”), is made and entered into by and
among E-OIR Technologies, Inc., a Virginia corporation (the
“Company”) and Robert Doto (the
“Consultant”).
ARTICLE 1 - SCOPE OF WORK
1.1
Services
- The Company has engaged Consultant to provide services in
connection with the Company’s strategic initiatives with the
US Army and other government and commercial entities as the Company
may from time to time reasonably request (collectively, the
“consulting services”).
1.2 Time and
Availability - Consultant will devote up to 40
hours per month in performing the services for the Company as
stated herein. Consultant shall have discretion in
selecting the dates and times it performs such consulting services
throughout the month giving due regard to the needs of the
Company’s business. If the Company deems it
necessary for the Consultant to provide more than 40 hours in any
month, Consultant is not obligated to undertake such work unless
Consultant is able to perform such additional services and the
Company pays Consultant $200 per hour for such additional work
performed.
1.3
Confidentiality
- In order for Consultant to perform the consulting services, it
may be necessary for the Company to provide Consultant with
Confidential Information (as defined below) regarding the
Company’s business and products. The Company will
rely heavily upon Consultant’s integrity and prudent judgment
to use this information only in the best interests of the
Company.
1.4
Standard of
Conduct - In rendering consulting services under
this Agreement, Consultant shall conform to high professional
standards of work and business ethics. Except to perform
the consulting services hereunder, Consultant shall not use time,
materials, or equipment of the Company without the prior written
consent of the Company. In no event shall Consultant
take any action or accept any assistance or engage in any activity
that would result in any university, governmental body, research
institute or other person, entity or organization acquiring any
rights of any nature in the results of work performed by or for the
Company.
1.5
Outside
Services - Consultant shall not use the service of
any other person, entity or organization in the performance of
Consultant’s duties without the prior written consent of an
officer of the Company. Should the Company consent to
the use by Consultant of the services of any other person, entity
or organization, no information regarding the services to be
performed under this Agreement shall be disclosed to that person,
entity or organization until such person, entity or organization
has executed an agreement to protect the confidentiality of the
Company’s Confidential Information (as defined below) and the
Company’s absolute and complete ownership of all right, title
and interest in the work performed under this
Agreement.
1.6
Reports
- Consultant shall on a monthly basis provide an activity report to
the Company setting forth the Consultant’s activities for the
month and the amount of hours worked. Upon the
termination of this Agreement, Consultant shall, upon the request
of Company, prepare a final report of Consultant’s
activities.
ARTICLE 2 - INDEPENDENT CONTRACTOR
2.1
Independent
Contractor - Consultant is an independent
contractor and is not an employee, partner, or co-venturer of, or
in any other service relationship with, the Company. The
manner in which Consultant’s services are rendered shall be
within Consultant’s sole control and
discretion. Consultant is not authorized to speak for,
represent, or obligate the Company in any manner without the prior
express written authorization from an officer of the
Company.
2.2
Taxes -
Consultant shall be responsible for all taxes arising from
compensation and other amounts paid under this Agreement, and shall
be responsible for all payroll taxes and fringe benefits of
Consultant’s employees. Neither federal, nor
state, nor local income tax, nor payroll tax of any kind, shall be
withheld or paid by the Company on behalf of Consultant or its
employees. Consultant understands that it is responsible
to pay, according to law, Consultant’s taxes and Consultant
shall, when requested by the Company, properly document to the
Company that any and all federal and state taxes have been
paid.
2.3
Benefits - Consultant and Consultant’s
employees will not be eligible for, and shall not participate in,
any employee pension, health, welfare, or other fringe benefit
plan, of the Company. No workers' compensation insurance
shall be obtained by Company covering Consultant or
Consultant’s employees.
ARTICLE 3 - COMPENSATION FOR CONSULTING
SERVICES
3.1
Compensation
- The Company shall pay to Consultant $8,000.00 per month (for up
to 40 hours of services per month) for services rendered to the
Company under this Agreement. A written activity report shall be
provided by the Consultant to the Company with each monthly invoice
setting forth the Consultant’s activity. To the extent the
Consultant works more than 40 hours per month, the
Consultant’s hours worked shall be reflected in the written
activity report submitted to the Company. The Company
agrees to pay Consultant $200 per hour for such additional work
performed. The monthly compensation shall be paid on the fifth
business day of the month following the Company’s receipt of
the activity report and the invoice. For avoidance of doubt, this
Agreement does not cover any services performed by Consultant for
serving on the board of directors of Technest Holdings, Inc. and
Consultant should not commingle any compensation or expenses owed
to him for such services in any activity report or monthly invoice
submitted to the Company for the consulting services performed
under this Agreement.
3.2
Reimbursement
- The Company agrees to reimburse Consultant for all actual
reasonable and necessary expenditures, which are directly related
to the consulting services and reimbursable based on Company policy
and FAR and DFARS regulations governing allowable
costs. These expenditures include, but are not limited
to, expenses related to travel (i.e. airfare, hotel, temporary
housing, meals, parking, taxis, mileage, etc.), telephone calls,
and postal expenditure. Expenses shall be provided as part of the
monthly invoice and shall include proper backup documentation for
expenses. Documents include itineraries, receipts, per
diems based on the JTR, https://secureapp2.hqda.pentagon.mil/perdiem/perdiemrates.html.
Expenses
shall be reimbursed by the Company at the same time as the monthly
invoices are paid to t
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