Exhibit 10.2
CONSULTING
AGREEMENT
This
Consulting Agreement ("Agreement"), made and entered into this
30
th day
of April, 2007, by and between Guardian Zone Technologies, Inc., a
Delaware Corporation having its principal office at 17 Woodside
Road, Chagrin Falls, Ohio 44023 (the "Company") and Hoffman
Electronics, Inc., an Ohio corporation, with offices at 33165
Cannon Road, Solon Ohio, 44139 (the "Consultant").
WITNESSETH
WHEREAS,
the Company wishes to receive consulting services from
Consultant from time to time in the areas of product
engineering and development (the "Services"); and
WHEREAS,
Consultant is willing to provide such Services, and Company
and Consultant wish to enter into this Agreement to set forth
the terms and conditions on which Services will be provided;
and
WHEREAS,
in consideration for these Services, the Company shall issue,
upon terms and conditions hereinafter set forth, stock to
Consultant, along with the hourly rate provided herein.
(together, the "Fee").
NOW,
THEREFORE, the Company and Consultant hereby mutually covenant
and agree as follows:
1.
Engagement of Consultant .
Consultant is hereby retained by the Company, and Consultant hereby
accepts such retainment, as a product engineer and developer and
general engineering consultant to the Company for the compensation
and on the terms and conditions hereinafter expressed. Consultant
shall perform such consulting duties as are reasonably assigned to
him by the Company in regard to the business of the Company.
Services will include Consultant's advice, counsel, assistance and
recommendations to be furnished at the reasonable request of the
Company from time to time in connection with any and all
engineering matters pertinent to the Company. The Services shall
also specifically include the creation and development of various
prototypes of wireless and/or electronic search and rescue concepts
and design components in connection with the Company's business
(the "Prototypes").
2.
Consultant's Duties. In
addition to the Services described above, Consultant will make
himself reasonably available for general consultation during
reasonable times by telephone or correspondence, and will be
available at the Company's premises if so requested, at the
Company's Expense. The Company agrees to give Consultant reasonable
notice of what Services it desires and when it desires them to be
performed. The Company and Consultant agree to cooperate in
resolving any scheduling problems that may arise with respect to
Consultant being available at the times requested.
3.
Warranties; Highest Professional Standard. Consultant
is expected to perform the Services using only the highest
professional standards. Consultant warrants that the Services will
be provided (i) in a prompt, thorough and workmanlike manner in
accordance with the due skill and care generally accepted in the
industry and, (ii) in conformity with all requirements under the
Agreement and in a manner that complies with all applicable
laws.
4.
Compensation for Services .
In consideration for the services provided by Consultant hereunder,
the Company agrees to provide the following:
(a)
the rate of $65.00 (sixty-five dollars) per hour for the
Services, according to the time sheets prepared by Consultant
for Company. Company may dispute any such time sheets in good
faith and the parties shall resolve any such disputes in a
prompt and commercially reasonable manner; and
(b)
1,600,000 (one million six hundred thousand) shares of the
Company’s common stock
In
addition to the Fee, the Company shall reimburse Consultant
for all valid out-of-pocket expenses approved by the Company,
which shall be reimbursed to Consultant.
5.
Term .
The term of this Agreement (the "Term") shall begin on the date of
this Agreement and expire on April 30, 2008; provided that it may
be extended by mutual agreement in writing for additional one-month
terms and may be terminated during the Term as provided in Section
6 hereof.
6.
Independent Contractor Status .
Consultant shall at all times be acting and performing hereunder as
an independent contractor. In connection with the performance by
Consultant of Services, the Company shall not have or exercise any
control or direction over the Services performed by Consultant, and
will not in any way supervise or control his activities. Consultant
shall perform all of the Services herein provided for relying on
his own experience, knowledge, judgment and techniques. Consultant
shall not, in the performance of his duties, be managed or advised
concerning the same by the Company. Consultant will not be acting
as the employee, agent, partner, servant or representative of the
Company, and Consultant will not have any authority to bind the
Company or any subsidiary of the Company in any
manner.
7.
Termination of Agreement .
Notwithstanding that the Term shall not have been completed, the
Agreement may be terminated as follows: (a) by mutual written
consent of the parties; (b) upon expiration of the Term as set
forth in Section 4, above; (c) either party may terminate this
Agreement upon written notice to the other party (which notice
shall describe with reasonable specificity such other party's
breach) in the event that the other party continues to be in
material breach of its material obligations hereunder for more than
thirty (30) days after receipt of written notice of such breach;
(d) upon the
death
of Consultant, or (e) if Consultant should be incapacitated by
illness or any other matter from performi
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