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Exhibit 10.16
CONSULTING AGREEMENT
This Consulting Agreement (this "AGREEMENT") is made and entered
into
by and between GLOBAL RESOURCE CORPORATION, a Nevada corporation
(the
"COMPANY"), and 888 CORPORATION (the "CONSULTANT") as of this 1st
day of
January, 2008.
WHEREAS, the Consultant is a sub-chapter S corporation that is
owned
by Frank G. Pringle ("Pringle"), and/or his designees, the inventor
of the
microwave technology which is the basis for the trade secrets and
patent
applications as set forth on SCHEDULE A hereto (the "TECHNOLOGY"),
certain of
which Technology was transferred by Mr. Pringle to Mobilstream Oil,
Inc.
("MOBILSTREAM") and thereafter owned by Mobilstream; and
WHEREAS, Carbon Resource Corporation ("CRC") and Mobilstream
entered
into a license agreement pursuant to which Mobilstream granted CRC
an exclusive
license for certain of the Technology (the "CRC LICENSE"); and
WHEREAS, in September 2006, the Company acquired substantially all
of
the assets of CRC, including the CRC License (the "CRC
ACQUISITION");
WHEREAS, in connection with the CRC Acquisition, the
controlling
stockholder of the Consultant (Mr. Pringle), CRC, Mobilstream,
Lois
Augustine-Pringle and the Company entered into that certain
Combined Technology
Agreement, dated as of September 22, 2006 (the "COMBINED TECHNOLOGY
AGREEMENT"),
which, among other things, set forth the terms of an exclusive
license for the
Technology between the Company and Mobilstream which terms
supersede and replace
the CRC License; and
WHEREAS, on December 31, 2006, the Company acquired from
Mobilstream
all right, title and interest in and to the aforesaid Technology,
which, by
operation of law, resulted in the termination of the Combined
Technology
Agreement; and
WHEREAS, Mr. Pringle and CRC are parties to an employment
agreement
entered into on January 1, 2005 (the "CRC EMPLOYMENT AGREEMENT"),
pursuant to
which the CRC employed Mr. Pringle as its Chairman of the Board,
President and
Chief Executive Officer, which agreement was not acquired by GRC in
the CRC
Acquisition; and
WHEREAS, the Company acknowledges that (i) the Consultant, which
is
owned and controlled by Mr. Pringle, the inventor of the
Technology, has the
experience necessary for the exploitation of the Technology along
with the
know-how and business contacts that the Company believes will be of
value to the
Company's business (which consists of the former businesses of
Mobilstream and
CRC) and (ii) Mr. Pringle has, at various times, had understandings
with
Mobilstream and CRC regarding a royalty payment or similar type of
compensation
in regard to the Consultant's contributions to the further
development of the
Technology; and
WHEREAS, the Company terminated the CRC Employment Agreement and
Mr.
Pringle's employment thereunder, and desires to engage the
Consultant as an
independent contractor under the terms and conditions set forth in
this
Agreement, and the Consultant desires to accept such engagement as
an
independent contractor subject to the terms and conditions set
forth in this
Agreement.
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WHEREAS, the Company acknowledges that the Consultant has
previously
reconveyed a substantial number of its shares to the Company in
consideration
for the benefits conveyed herein, and both parties acknowledge and
agree that
this Agreement supersedes any and all agreements previously
made.
NOW, THEREFORE, in consideration of the mutual promises, terms,
covenants, agreements and conditions set forth herein and
performance of each,
the parties agree as follows:
1. INDEPENDENT CONTRACTOR STATUS: SCOPE OF SERVICES.
(a) SCOPE. Subject to the terms and conditions of this Agreement,
the
Company hereby retains the Consultant as a consultant, and the
Consultant hereby
accepts such retention by the Company to perform all such services
as an
independent contractor to the Company and not as an employee, agent
or
representative of the Company during the Term (as defined below).
The Consultant
(or any Consultant Affiliate) shall not have power to make any
contracts or
commitments for or on behalf of the Company, or to enter into any
obligation
binding the Company in any manner. As an independent contractor,
the Consultant
shall not participate in any employee benefits provided by the
Company to its
employees, (except as hereinafter noted) including workers'
compensation
insurance, disability, pension, or other employee plans. The
Consultant assumes
full responsibility and liability for the payment of all federal,
state and
local income, payroll and other taxes, if any, due on money it
receives under
this Agreement, whether received prior to or after termination.
(b) SERVICES. Consultant agrees to act as consultant under the
terms of
this Agreement and complete the tasks and perform the services as
are set forth
in the Statement of Work attached hereto as SCHEDULE B, which
schedule is hereby
made a part of this Agreement. During the term of this Agreement,
Consultant
shall not be required to devote any specified amount of time to the
provision of
the services hereunder and shall only be required to devote such
reasonable
amount of time to the business of the Company as the Consultant
shall reasonably
determine to be necessary to fulfill its duties hereunder. The
Consultant shall
perform such services at the Company's headquarters in West Berlin,
New Jersey
and the Consultant shall report to the Company's President with
respect to the
services performed hereunder. The Consultant hereby covenants and
agrees that
all of the services to be performed by it under this Agreement
shall be done
solely by Mr. Pringle.
(c) TERMINATION OF CRC EMPLOYMENT AGREEMENT. The Company, the
Consultant and Mr. Pringle hereby acknowledge and agree that: (i)
the CRC
Employment Agreement has been terminated along with all prior
discussions,
negotiations, memoranda, correspondence, understandings and
agreements
pertaining to the CRC Employment Agreement and/or the Company's
employment of
Mr. Pringle thereunder or otherwise including his employment in
2007, and (ii)
as a result of such termination, none of the Company, the
Consultant nor Mr.
Pringle shall have any further obligations or rights under the CRC
Employment
Agreement and/or under any such prior discussions, negotiations,
memoranda,
correspondence, understandings and agreements, including, but not
limited to,
any severance or other post- employment obligations or rights. The
provisions of
this Paragraph 1(c) supersede any and all other agreements, either
oral or in
writing, and/or prior discussions, negotiations, memoranda,
correspondence,
agreements (either oral or in writing) and understandings between
the Company,
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Mr. Pringle individually and the Consultant and/or any Consultant
Affiliate with
respect to the subject matter of this Paragraph 1(c).
(d) TERM. The term ("TERM") of this Agreement shall commence on
January 1, 2008 (the "EFFECTIVE Date") and shall expire, unless
otherwise
terminated earlier in accordance with paragraph 7 hereof, on the
last expiration
date of the patents covering the Technology set forth on SCHEDULE A
hereto as
such Schedule may be amended from time to time pursuant to
Paragraph 1(e) hereof
to reflect the issuance of additional patents pertaining to the
Technology (the
"TERM").
2. COMPENSATION. For all services rendered by the Consultant to
the
Company, the Company shall compensate the Consultant as
follows:
(a) CONSULTING FEE. The consulting fee payable to Consultant
during
each calendar year of the Term as set forth on SCHEDULE C hereto,
which
consulting fee shall be payable biweekly in arrears, commencing on
the Effective
Date. The Consultant shall be fully responsible and liable for the
payment of
all federal, state and local income, payroll and other taxes, if
any, due on the
consulting fees paid to it pursuant to this Paragraph 2. The
Consultant shall
indemnify and hold the Company harmless from and against any claims
asserted
against the Company by any taxing authority as a result of
Consultant's failure
to collect or pay any tax it owes as a result of the payments it
receives from
the Company.
(b) BUSINESS EXPENSES. The Company shall reimburse the Consultant
for
Approved Expenses (as defined below), subject to and upon the
Consultant's
presentation to the Company of appropriate documentation of such
Approved
Expenses in accordance with the Company's written policies with
respect thereto
as in effect from time to time. For purposes of this Paragraph
2(b), "APPROVED
EXPENSES" shall mean reasonable and necessary business expenses
incurred by the
Consultant in connection with the performance of its services under
this
Agreement.
3.
NONCOMPETITION/NON-SOLICITATION AGREEMENT. In consideration of
the
compensation paid or payable to Consultant by the Company pursuant
to this
Agreement, the Consultant hereby agrees as follows:
(a) Consultant shall not, during the course of this contract,
engage in
any venture of whatever nature or in any way engage for himself or
for others,
in any business that sells products or services that compete with
or are similar
to the products or services offered by the Company.
(b) The Consultant and each Consultant Affiliate agrees that it
will,
during the Term of this Agreement which for purposes of this
paragraph 3(b) is
defined ONLY as the last expiration date of the patents covering
the Technology
set forth on SCHEDULE A hereto as such Schedule may be amended from
time to time
pursuant to Paragraph 1(e) hereof to reflect the issuance of
additional patents
(subject to Consultant's approval) pertaining to the Technology,
promptly and
fully disclose to the Company any business opportunity coming to
the
Consultant's attention, or conceived or developed in whole or in
part by the
Consultant or any of its officers, directors, stockholders, staff,
personnel,
employees, stockholders, affiliates or agents ("CONSULTANT
Affiliates") which
relates to the use of the Technology, the Company's business and
business
opportunities as described in the Company's filings under the
Securities
Exchange Act of 1934 or anticipated business.
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(c) For the avoidance of doubt, at all times during the Term of
this
Agreement and for the one (1) year period after its termination,
and for all
purposes under this Agreement, Mr. Pringle shall be deemed to be a
Consultant
Affiliate of the Consultant, regardless of his actual relationship
or lack
thereof to the Consultant. The Consultant will not, during such
times as are
covered by this Contract, exploit such business opportunities for
its own gain
or that of any person or entity other than the Company.
(d) The
existence of any claim or cause of action of the Consultant
against the Company, whether predicated on this Agreement or
otherwise, shall
not preclude the Company's enforcement of any of the covenants
contained in this
paragraph 3.
(e) The Consultant for itself and on behalf of each Consultant
Affiliate acknowledges and agrees that the covenants set forth in
this paragraph
3: (i) are necessary and reasonable to protect the Company and the
conduct of
its business, (ii) are a fair and reasonable restraint on the
Consultant in
light of the activities and business of the Company on the date of
execution of
this Agreement, the future plans of the Company and the
Consultant's status as
an affiliate of the Company; and (iii) shall be construed and
enforced in light
of the activities and business of the Company (including business
activities in
the planning stage) on the date of termination of this Agreement or
the
Consultant's agreement with the Company.
(f) The provisions of this paragraph 3 shall survive any
termination of
this Agreement and are subject to paragraph 8 of this
Agreement.
4. OWNERSHIP AND RETURN OF COMPANY PROPERTY.
(a) All products, records, designs, patents, trademarks,
copyrights,
plans, manuals, memoranda, lists, correspondence with customers,
suppliers,
vendors or affiliates of the Company, all reports, records charts,
and
advertising materials and any data pertaining to the Company
(except for those
items Consultant has excepted from this agreement), its affiliates
or the
business of the Company or its affiliates and other documents or
other property
of the Company in the possession, custody or control of the
Consultant or any
Consultant Affiliates and all records (regardless of format, e.g.,
paper,
digital or electronic) which pertain to the business of the Company
or its
affiliates (collectively the "Company Materials"), shall be and
remain the
property of the Company and shall be subject at all times to its
discretion and
control.
(b) All products,
records, designs, patents, trademarks, copyrights,
plans, manuals, memoranda, lists, all correspondence with
customers, suppliers,
vendors or affiliates of the Company, all reports, records charts,
and
advertising materials and any data pertaining to the Company, its
affiliates or
the business of the Company or its affiliates and other documents
or other
property of the Company in the possession, custody or control of
the Consultant
or any Consultant Affiliates and all records (regardless of format,
e.g., paper,
digital or electronic) that was prepared by the Consultant or any
Consultant
Affiliate (the "Consultant Materials") , shall be and remain the
property of the
Company and shall be subject at all times to its discretion and
control(except
for those items previously excepted by Consultant and not listed on
Schedule A).
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(c) The Company Materials and the Consultant Materials shall be
delivered promptly to the Company without request on the date the
Consultant's
engagement by the Company hereunder terminates or at any other time
promptly
upon request by the Company.
5. INVENTIONS. (a) The Consultant shall disclose promptly to
the
Company any and all conceptions and ideas for inventions,
improvements and
valuable discoveries, whether patentable or not, which are
conceived or made by
the Consultant or any Consultant Affiliate (except for those items
excepted from
this Agreement and not listed on Schedule A) solely or jointly with
another
during the Term, which for purposes of this paragraph 5(a) is
defined ONLY as
the last expiration date of the patents covering the Technology set
forth on
SCHEDULE A hereto as such Schedule may be amended from time to time
pursuant to
Paragraph 1(e) hereof to reflect the issuance of additional patents
pertaining
to the Technology, and which are related to the Technology or the
business or
activities of the Company or its affiliates or which Consultant or
any
Consultant Affiliate conceives as a result of the Company's
engagement of the
Consultant hereunder (collectively, the "INVENTIONS"), and the
Consultant hereby
assigns and agrees to assign all of its interests (and shall cause
any
Consultant Affiliate to assign all of his, her or its interests) in
the
Inventions to the Company or its nominee. For purposes of this
Agreement,
Inventions shall not include New Technology (as defined below in
Paragraph
5(b)). Whenever requested to do so by the Company, the Consultant
shall (i)
deliver to the Company all records relating to the Inventions
(whether in
writing, digital, electronic, magnetic or in any other format),
which is in the
possession or control of Consultant or any Consultant Affiliate,
and/or (ii)
execute (and shall cause any Consultant Affiliate to execute) any
and all
applications, assignments or other instruments which the Company
shall deem
necessary to apply for and obtain Letters Patent of the United
States or any
foreign country or any copyright or trademark registration or to
otherwise
protect the Company's interest in the Inventions. The provisions of
this
paragraph 5 shall survive any termination or expiration of this
Agreement. The
obligations of the Consultant under this paragraph 5 shall continue
beyond the
termination of the Consultant's engagement by the Company hereunder
with respect
to the Inventions and shall be binding upon the Consultant's
successors, assigns
or legal representative.
(b) The Consultant shall own all right, title and interest in and
to
"New Technology" (as hereinafter defined). The Consultant shall
promptly
disclose to the Company the development of any New Technology (the
"Technology
Notice"). For a period of eighteen (18 months from the date of such
Technology
Notice (the "Exclusivity Period"), the Company shall have the Right
of First
Refusal for a period not to exceed 90 days from the day Consultant
advises
Company in writing of the existence of said New Technology to
license or
purchase from the Consultant the New Technology covered by the
Technology
Notice. The Consultant shall negotiate such license or sale in good
faith with
the Company and, during the Exclusivity Period, the Consultant
shall not,
directly or indirectly, offer or negotiate with any third party a
license for or
sale or other transfer of such New Technology (including, but not
limited to,
any change in control of the Consultant). For purposes of this
Agreement, "NEW
TECHNOLOGY" shall mean any and all conceptions and ideas for
inventions,
improvements and valuable discoveries, whether patentable or not,
which are
conceived or made by the Consultant or any Consultant Affiliate
solely or
jointly with another and that are (A) developed during the Term at
a location
other than at any facility owned, operated or leased by the
Company, and without
the use of any equipment or machinery owned, operated or leased by
the Company,
and (B) which do not (i) relate to the then current business or
activities of
the Company and (ii) involve the use of microwaves with respect to
the
resonating frequencies of substances.
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6.
CONFIDENTIALITY.
(a) The Consultant acknowledges that the success of the Company
is
dependent upon its relationship with its employees and consultants
as well as
its business, operational and marketing plans, financial
information, ideas,
concepts, processes, business methods, procedures, operations,
computer
software, source codes, object codes, user interfaces,
specifications,
documentation, trade secrets, technology, cost, pricing and sales
information,
lists and files of the Company and its affiliates regarding
employees,
consultants, customers, suppliers, vendors and contractors and
their
requirements, and any and all other confidential, proprietary,
secret or
nonpublic information of the Company and its affiliates (including,
but not
limited to, the Technology) (collectively, the "CONFIDENTIAL
INFORMATION"), and
that it is imperative that the Confidential Information be
maintained in strict
confidence.
(b) Upon request of the Company or upon any termination of this
Agreement, all copies of Confidential Information, whether in
writing, digital,
electronic, magnetic or in any other format, which is covered by
this Agreement
and which is in the possession or control of Consultant or any
Consultant
Affiliate, shall be promptly returned to the Company and the
Consultant shall
not retain any copies thereof.
(c) The provisions of this paragraph 6 shall survive any
termination of
this Agreement and are subject to the provisions of paragraph 8 of
this
Agreement.
7. TERMINATION.
(a) TERMINATION. This Agreement and the Consultant's engagement by
the
Company may be terminated in any one of the following ways:
(i) DEATH, OF FRANK G. PRINGLE. This Agreement and the
Consultant's engagement shall not terminate immediately upon the
death
of its stockholder, Frank G. Pringle, whether or not he is then
the
sole stockholder of the Consultant, but shall survive to the
extent
hereinafter noted. Specifically for a period of 7 years after the
death
of Frank G. Pringle, all financial payments shall continue to the
heirs
of Frank G. Pringle as designated in his Will.
(ii) DISSOLUTION OR LIQUIDATION. This Agreement and the
Consultant's engagement shall terminate immediately upon the
effective
date of any dissolution or liquidation of the Consultant.
(iii) CAUSE. This Agreement and Consultant's engagement
hereunder shall be terminated for "Cause" at any time during the
