CONSULTING AGREEMENT
This
Consulting Agreement (" Agreement "), is
entered into as of December 10th, 2007 (the " Effective Date ")
by and between Location Based
Technologies, a Nevada Corporation
and Brooks
Secrest or company to be formed by him (" Consultant
").
W I T N E
S S E T H :
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
analysis and evaluation of shipping and kitting needs of
PocketFinder products. 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 three (3) years from the Effective Date (the "
Consultancy
Term ").
b.
Duties and Responsibilities . During the Term,
Consultant agrees to devote his reasonable 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 listed below.
d.
Payment . Total review for Kitting, Shipping and
Handling of the PocketFinder devices will be
$200,000. The first payment of One Hundred Thousand
Dollars ($100,000) is due upon acceptance of this
agreement. The second payment of One Hundred Thousand
Dollars ($100,000) is due March 31, 2008. All
compensation shall be nonforfeitable.
Resignation . Consultant may resign his current
position with Company and thereby terminate his agreement, by
giving thirty (30) days notice in writing.
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 party.
4.
Inventions
.
a.
Inventions
Retained and Licensed . Consultant
represents and warrants to Company that there are no
inventions, original works of authorship or trade secrets
which were made by Consultant prior to the commencement of his
employment with the Company (collectively, " Prior
Invention(s) "), which belong solely to Consultant or
belong to Consultant jointly with another, which relate in any
way to any of Company's proposed businesses, products or
research and development, and which are not assigned to
Company hereunder. If, in the course of the
Employment Period, Consultant incorporates into a Company
product, process or machine a Prior Invention owned by
Consultant or in which Consultant has an interest,
Compa
