CONSULTING AGREEMENTConsulting Services Agreement |
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TECHNEST HOLDINGS INC | E-OIR Technologies, Inc. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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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 the Consultant.
2
ARTICLE
4 - TERM AND TERMINATION
4.1 Term
- This Agreement shall be effective as of October 1, 2007,
and
shall continue in full force and effect for 12 consecutive
months. The Company and Consultant may negotiate to extend the term
of this Agreement and the terms and conditions under which the relationship
shall continue.
