Exhibit 10.18
CONSULTING AGREEMENT
THIS
AGREEMENT, made and entered into, and effective this 23rd day of
February, 2009 (the “Effective Date”), by and between
Cornerworld Corporation, a Nevada corporation with its
principal place of business at 12222 Merit Drive, Suite 120,
Dallas, Texas 75251 (the “Corporation”), and Peter
Lazor, an individual (“Consultant”).
WITNESSETH:
WHEREAS, the Corporation desires to retain the consulting
services of Consultant on the terms and conditions provided in this
Agreement;
WHEREAS,
Consultant desires to provide such
consulting services to the Corporation on the terms and conditions
provided in this Agreement, with the understanding that he shall
not be required to devote his full time to the business of the
Corporation and shall be free to pursue other personal and business
interests.
NOW, THEREFORE, in consideration of the premises, the mutual
covenants of the parties herein contained and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by each of the parties hereto, it is agreed as
follows:
1. CONSULTING ARRANGEMENT
1.1 Contract for Services. The Corporation hereby contracts
for the services of Consultant and Consultant agrees to perform
such duties and responsibilities and to render advice and
consulting services as may be requested by the Corporation from
time to time during the term of the consulting arrangement in
connection with the Corporation’s business throughout the
United States and world wide (“Consulting
Arrangement”).
1.2 Prohibited Services. The services to be rendered by
Consultant to the Corporation shall under no circumstances include,
directly or indirectly, the following: (i) Any activities which
could be deemed by the Securities and Exchange Commission to
constitute investment banking or any other activities required by
Consultant to register as a broker-dealer under the Securities
Exchange Act of 1934; (ii) Any activities which could be deemed to
be in connection with the offer or sale of securities in a
capital-raising transaction; or (iii) Any market making or
promotional activities regarding or involving the
Corporation’s common stock.
2. COMPENSATION FOR THE CONSULTING ARRANGEMENT
2.1 Consideration for Consulting Services. As full
consideration for the consulting services to be provided by the
Consultant hereunder, the Corporation shall issue to Consultant, a
warrant to purchase 250,000 shares of common stock, par value
$0.001 per share, of the Corporation at an exercise price of $0.50
per share on the date hereof (the “Warrant”).
Consultant may exercise the Warrant at any time following
the
1
full execution of this Agreement
for a period of up to seven (7) years. The company will register
the warrant and underlying shares issued under this agreement.
These shares are to be included in the first registration by the
company or an S-8 form to be filed no later than five months from
the date of this agreement.
2.2 Expense Reimbursement. The company agrees to reimburse
consultant for all reasonable out of pocket expenses directly
related to the performance of consultants services.
3. TERM OF CONSULTING ARRANGEMENT. The Consulting
Arrangement shall be effective as of the Effective Date and shall
continue for a period of one year, from the Effective Date until
the one year anniversary thereof (the “Consulting
Period”).
4. CONFIDENTIALITY COVENANTS.
4.1 Acknowledgements by the Consultant. The Consultant
acknowledges that (a) during the Consulting Period and as a part of
his Consulting Arrangement, the Consultant will be afforded access
to Confidential Information (as defined below); (b) public
disclosure of such Confidential Information could have an adverse
effect on the Corporation and its business; (c) because the
Consultant possesses substantial technical expertise and skill with
respect to the Corporations business, the Corporation desires to
obtain exclusive ownership of each Consultant Invention (as defined
below), and the Corporation will be at a substantial competitive
disadvantage if it fails to acquire exclusive ownership of each
Consultant Invention; (d) the provisions of this Section 5 are
reasonable and necessary to prevent the improper use or disclosure
of Confidential Information and provide the Corporation with
exclusive ownership of all Consultant Inventions.
4.2 Agreements of the Consultant. In consideration of the
compensation and benefits to be paid or provided to the Consultant
by the Corporation under this Agreement, the Consultant covenants
as follows:
(a)
Confidentiality.
(i)
During and following the Consulting Period, the Consultant will
hold in confidence the Confidential Information and will not
disclose it to any person except with the specific prior written
consent of the Corporation or except as otherwise expressly
permitted by the terms of this agreement.
(ii)
Any trade secrets of the Corporation will be entitled to all of the
protections and benefits under New York Statutes and common law and
any other applicable law. If any information that the Corporation
deems to be a trade secret is found by a court of competent
jurisdiction not to be a trade secret for purposes of this
Agreement, such information will, nevertheless, be considered
Confidential Information for the purposes of this Agreement. The
Consultant hereby waives any requirement that
2
the Corporation submits proof of
the economic value of any trade secret or post a bond or other
security.
(iii)
None of the foregoing obligations and restrictions applies to any
part of the Confidential Information that the Consultant
demonstrates was or became generally available to the public other
than as a result of a disclosure by the Consultant.
(iv)
The Consultant will not remove from the Corporations premises
(except to the extent such removal is for purposes of the
performance of the Consultants duties at home or while traveling,
or except as otherwise specifically authorized by the Corporation,
any document, record, notebook, plan, model, component, device, or
computer software or code, whether embodied in a disk or in any
other form (collectively, the “Proprietary Items”). The
Consultant recognizes that, as between the Corporation and the
Consultant, all of the Proprietary Items, whether or not developed
by the Consultant, are the exclusive property of the Corporation.
Upon termination of the Agreement by either party, or upon the
request of the Corporation during the Consulting Period, the
Consultant will return to the Corporation all of the Proprietary
Items in the Consultants possession or subject to the Consultants
control, the Consultant shall not retain any copies, abstracts,
sketches, or other physical embodiment of any of the Proprietary
Items.
(b)
Consultant Inventions. Each Consultant Invention will belong
exclusively to the Corporation. The Consultant acknowledges that
all the Consultants writing, works of authorship, and other
Consultant Inventions are works made for hire and the property of
the Corporation, including any copyrights, patents, or other
intellectual property rights pertaining thereto. If it is
determined that any such works are not works made for hire, the
Consultant hereby assigns to the Corporation all of the Consultants
rights, title, and interest, including all right of copyright,
patent and other intellectual property rights, to or in such
Consultant Inventions. The Consultant covenants that he will
promptly:
(i)
disclose to the Corporation in writing any Consultant
Invention;
(ii)
assign to the Corporation or to a party designated by the
Corporation, at the Corporations request and without additional
compensation, all of the Consultants rights to the Consultant
Invention for the United States and all foreign
jurisdictions;
(iii)
execute and deliver to the Corporation such applications,
assignments, and other documents as the Corporation may request in
order to apply for and obtain patents or other registrations with
respect to any Consultant Invention in the United States and any
foreign jurisdictions;
(iv)
sign all other papers necessary to carry out the above obligations;
and
(v)
give testimony and render any other assistance in support of the
Corporations rights to any Consultant Invention.
3
4.3 Disputes or Controversies. The Consultant recognizes
that should a dispute or controversy arising
