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CONSULTING
AGREEMENT
This
CONSULTING AGREEMENT ( " Agreement") is
made and entered into this 18th day of December, 2007 by and
between Walter Weisel (the " Consultant") and
Robotic Workspace Technologies, Inc. ( “
RWT”), a
wholly owned subsidiary of Innova Robotics and Automation,
Inc. (
“ Innova”), a
Delaware corporation (together RWT and Innova are referred to
herein as the " Corporation").
R E C I T A L S:
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A.
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Consultant
has substantial experience in the field of robotics, including as
an executive with the Corporation.
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B.
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The
Corporation has certain proprietary intellectual property that
it desires to license and has spent considerable time and
effort developing relationships, concepts, plans and ideas in
connection with the further development, marketing,
manufacturing and selling a robotics chair for use in the
rehabilitation industry which was initially developed by NIST
and is currently being further developed at Florida Gulf Coast
University in Fort Myers, Florida. The robotics chair is
referred to herein as the “ HLPR
Chair.”
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C.
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The
Company desires to retain the Consultant to (i) obtain licensing
agreements and settlements with trade secret and patent violators
of its intellectual property and (ii) to assist in obtaining
funding and business opportunities for the Corporation with the
HLPR Chair and the Consultant desires to accept the
engagement.
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NOW
THEREFORE, in consideration of the promises, mutual covenants
and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Consultant do
hereby agree as follows:
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1.
Scope of
Engagement. Corporation shall retain the Consultant to
provide the services and for the compensation set forth
below:
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a.
HLPR
Chair. Subject to the terms of this Consulting
Agreement, Consultant
shall have the exclusive right to market the HLPR Chair for
the benefit of the Corporation and its shareholders on terms
acceptable to the Corporation. Consultant shall not at any
time either during the six (6) month period of the Consulting
Agreement or for eighteen months (18) months thereafter,
market the HLPR Chair for the benefit of any other party,
unless expressly approved in writing by the Corporation.
Consultant acknowledges and agrees that during the term of his
employment as an Executive with the Corporation, he developed
certain concepts, ideas, plans and other confidential
information regarding the HLPR Chair. Further, he requested
that counsel to the Corporation at the expense of the
Corporation, establish a not for profit organization, known as
Robotic Rehabilitation Resources, Inc. (“RRR”) to
enter a consulting agreement with NIST. Accordingly,
Consultant agrees that the development work done with the HLPR
Chair was and is for the benefit of the Corporation and
further agrees as follows:
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(i)
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On
or prior to termination of this Consulting Agreement,
Consultant will use his best efforts to cause RRR to enter an
agreement in substantially the form presented to RRR
(attached) and with a competitive royalty to be paid to RRR as
may be mutually agreed by the Corporation and
RRR.
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(ii)
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If
the Corporation and RRR are unable to enter an agreement,
Consultant agrees that he will not use or disclose to any
other party including RRR any ideas, concepts, technical
information, or other intellectual property owned by Innova
and its subsidiaries developed while he was employed by either
Innova or RWT.
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(iii)
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In
addition Consultant agrees that so long as there is no
agreement between the Corporation and any of its wholly owned
subsidiaries, on the one hand and RRR, on the other hand, he
will not be employed as an employee or independent contractor
by any entity, including RRR, which is developing the HLPR
Chair. If there is an agreement between Innova and/or one of
its wholly owned subsidiaries and RRR, then Consultant may be
engaged by RRR or any other entity bound by the agreement with
the Corporation and/or its wholly owned subsidiary, but shall
not disclose the Corporation’s confidential information
to parties which are not subject to the terms of such
Agreement between the Corporation and/or one of its
subsidiaries and RRR.
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If
Consultant obtains financing for the Corporation from the HLPR
Chair which inures to the benefit of Corporation, Consultant
shall be paid a fee equal to 1.0% of the net cash proceeds to
the Corporation. If Consultant obtains revenues or other
income for the Corporation from the HLPR Chair which inures to
the benefit of Corporation, Consultant shall be paid a fee
equal to 7.5% of the net cash proceeds to the Corporation for
the period ending the earlier of July 1, 2008, or the last
date upon which the Corporation receives cash
proceeds.
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(iv)
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The
Corporation shall direct all efforts with respect to a
transaction regarding the HLPR Chair with Hill-Rom, and Hill
Rom shall be excluded from the exclusivity provision of this
consulting agreement and Consultant shall be entitled to a fee
as set forth in (iii) above.
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b.
Licensing
and Legal Settlements regarding RWT Patents and Trade Secret
Violations. Consultant shall have the nonexclusive right to
license the RWT intellectual property (patents) and pursue
compensation for trade secret violations, subject to the
Corporation’s approval of any licensing agreement or trade
secret award or settlement. Consultant shall be paid 7.5% of all
net revenues received by the Corporation during the period
commencing on the date of this agreement through the date which is
the third anniversary of this agreement from such licensing
agreements or trade secret awards or settlement agreements entered
as a direct result of Consultant’s efforts. Consultant shall
advise the Corporation as to all third parties he intends to
contact one week prior to such contact and such contact and
information delivered to prospective patent or trade secret
infringer/violator shall be in accordance with the Corporations
established method of securing licensing revenues and trade secret
awards or settlements. After proof of the delivery of the
appropriate communications, the name of the targeted patent
infringer or trade secret violator shall be entered onto the
official list of qualified companies for which Consultant will be
eligible to receive said compensation in accordance with this
paragraph 1 (b) of this agreement. As of the date hereof, the only
qualified company is KUKA.
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(i)
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Consultant
shall be reimbursed for all expenses which are pre-approved in
writing by the Corporation.
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(ii)
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All
fees earned pursuant to this subsection 1 .b. shall be paid within
thirty
days following the Corporations receipt of net revenues and related
cash.
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During
the term of this Consulting Agreement, and any extensions
so
agreed to by the Parties, Consultant shall report directly to the
Chief Executive Officer (CEO) of the Corporation and shall limit
all communications to and from the CEO, unless otherwise specified
in writing by the CEO.
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