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EXHIBIT 10.34
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CONSULTING AGREEMENT
This AGREEMENT (this "Agreement") is made as of February 13,
2007, is made
by and between Deep Field Technologies, Inc., a New Jersey
corporation (the
"Company"), having an office at 2222 Second Street, Fort Myers,
Florida 33908
and iVoice, Inc., a New Jersey corporation, having an office at
750 Highway 34,
Matawan, New Jersey 07747 (the "Consultant").
W I T N E S S E T H :
WHEREAS, the Company has entered into an Amended and Restated
Securities
Exchange Agreement (the "Securities Exchange Agreement"), dated
as of January
25, 2007, by and among the Company, the joint venture
participants named therein
and Beijing Sino-US Jinche Yingang Auto Technological Service
Limited, a
cooperative joint venture organized under the laws of The
People's Republic of
China ("Jinche") pursuant to which the Company has agreed to
exchange certain of
its shares for joint venture interests in Jinche; and
WHEREAS, the Company now desires to engage the services of the
Consultant,
and the Consultant desires to render such services.
NOW, THEREFORE, in consideration of the premises, the parties
agree as
follows:
1. Consulting Services. During the term of this Agreement, the
Consultant
shall provide general corporate finance advisory and other
similar consulting
services to the Company, subject to the terms and conditions
hereinafter set
forth (the "Services"). The Consultant agrees that it will
perform the Services
faithfully and to the best of its ability, subject to the
general supervision of
the Board of Directors of the Company.
2. Term. The term of the Consultant's engagement hereunder shall
commence
on the date hereof (the "Commencement Date") and shall continue
for a term of
six (6) months.
3. Compensation.
In consideration of the services to be rendered by the
Consultant
hereunder, the Company agrees to pay the Consultant, and the
Consultant agrees
to accept from the Company, Four Million (4,000,000) shares of
the Company's
Class A Common Stock ("DFT Common Stock") which DFT Common Stock
shall be issued
to the Consultant on the Commencement Date and which DFT Common
Stock shall be
deemed fully earned and not redeemable by the Company, including
upon any
termination of this Agreement, after such issuance.
4. Termination. This Agreement may be terminated by the Company
or by the
Consultant upon thirty (30) days' prior written notice of
termination to the
other party hereto, which notice shall set forth in reasonable
detail the facts
and circumstances claimed to provide a basis for termination of
the Consultant's
services.
<PAGE>
5. Conditions to Effectiveness of Consulting Agreement.
The closing (as defined in and contemplated by the Securities
Exchange
Agreement) shall have occurred.
6. Non-Disclosure of Confidential Information and
Non-Solicitation.
(a) The Consultant acknowledges that the Company maintains as
secret
and confidential certain information (i) relating to the
products, processes,
designs and/or systems used by the Company and (ii) relating to
the customers
and employees of the Company (such information hereafter
referred to as
"Confidential Information"). The Consultant further acknowledges
that such
Confidential Information is of great value to the Company. The
parties hereto
recognize that in the course of providing services to the
Company, the
Consultant, by reason of its engagement by the Company, may be
exposed to
certain Confidential Information. The parties confirm that it is
reasonably
necessary to protect the Company's goodwill, and accordingly,
the Consultant
agrees that in the event the Consultant is exposed to any
Confidential
Information the Consultant will not directly or indirectly
(except where
authorized by the Board of Directors of the Company for the
benefit of the
Company):
(i) At any time during or after the term of this Agreement,
divulge to
any persons, firms or corporations, other than the Company
(hereinafter referred
to collectively as "third parties"), or use or allow or cause or
authorize any
third parties to use, any such Confidential Information other
than with respect
to the Company's unified messaging business (the "Unified
Messaging Business");
(ii) At any time during the term of this Agreement and for a
period of
six (6) months after the termination of this Agreement, solicit
or cause or
authorize directly or indirectly to be solicited, for or on
behalf of the
Consultant or third parties, any business from persons, firms,
corporations or
other entities who were at any time within six (6) months prior
to the
termination of this Agreement, customers of the Company other
than with respect
to the Unified Messaging Business;
(iii) At any time during the term of this Agreement and for a
period
of six (6) months after the termination of this Agreement,
accept or cause or
authorize directly or indirectly to be accepted, for or on
behalf of the
Consultant or third parties, any business from any such
customers of this
Company other than with respect to the Unified Messaging
Business;
(iv) At any time during the term of this Agreement and for a
period of
six (6) months the termination of this Agreement, solicit or
cause or authorize
directly or indirectly to be solicited for employment, for or on
behalf of the
Consultant or third parties, any persons (excluding any
individuals residing in
the same immediate primary residence as the shareholders of the
Consultant,
and/or the immediate family members of the Consultant's
shareholders) who were
at any time within six (6) months prior to the cessation of the
Consultant's
duties hereunder, employees of the Company other than employees
related to the
Unified Messaging Business; and
(v) At any time during the term of this Agreement and for a
period of
six (6) months after the termination of this Agreement, employ
or cause or
authorize directly or
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<PAGE>
indirectly to be employed, for or on behalf of the Consultant or
third parties,
any such employees of the Company other than employees related
to the Unified
Messaging Business.
(b) The Consultant agrees that, upon termination of this
Agreement by
the Company for any reason, the Consultant shall forthwith
deliver up to the
Company any and all records, drawings, notebooks, keys and other
documents and
material, and copies thereof in its possession or under its
control which is the
property of the Company other than in connection with the
Unified Messaging
Business.
(c) The Consultant agrees that any breach or threatened breach
by the
Consultant of any provision of this Section 6 shall entitle the
Company, in
addition to any other legal remedies available to it, to enjoin
such breach or
threatened breach through any court of competent jurisdiction.
The parties
hereto understand and intend that each restriction agreed to by
the Consultant
herein above shall be construed as separable and divisible from
every other
restriction, and that the unenforceability, in whole or in part,
of any
restriction will not affect the enforcea
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