EXHIBIT 10.21
CONSULTING AGREEMENT
This Consulting Agreement (" Agreement
"), is entered into as of January 2, 2008 (the " Effective
Date ") by and between Location Based Technologies, Inc (a
Nevada corporation)., and Tina Florance (" 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 maintaining the
accounting office. 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 her working time and attention to the
project and tasks faithfully and efficiently perform all reasonable
responsibilities and duties to the best of her skills 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 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 package and benefits provided below.
a.
Base
Consulting During the Consulting Term, in full
consideration for the services to be rendered by Consultant,
Consultant shall compensation for worked performed on an hourly
basis set at $125.00 per hour. The Consultant will invoice the
Company on a monthly basis. At any time,
b.
Options
for Performance . Consultant shall participate in
the Stock Incentive Plan of the Company based on Performance as
follows:
|
NUMBER
|
VESTING
|
|
5,000 options
|
Issued to Tina Florance upon successful close of FY
2008. Warrants are to be priced at FMV as of date of
signing. These warrants must be exercised within five
(5) years of the award date.
|
|
5,000 options
|
Issued to Tina Florance upon successful close of FY
2009. Warrants are to be priced at FMV as of date of
signing. These warrants must be exercised within five
(5) years of the award date.
|
|
10,000 options
|
Issued to Tina Florance upon 1,000,000 units of FCC approved
devices. Warrants are to be priced at FMV as of date of
signing. These warrants must be exercised within five
(5) years of the award date.
|
*Should the Company be acquired prior to two (2) years or prior to
achieving the milestones, the Company shall vest all options
immediately.
c.
Resignation
. Consultant may resign her current position with
Company and thereby terminate her agreement, by giving thirty (30)
days notice in writing. Upon resignation, Consultant
terminates any and all participation in the Options for Performance
as described in Section 2. b.
d.
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
