EXHIBIT 10.3
MICRO COMPONENT TECHNOLOGY,
INC
CONSULTING
AGREEMENT
THIS CONSULTING AGREEMENT (the
“Agreement”) is made and entered into as of 4th of
June, 2008 (“Effective Date”), between IT
Carrier, Inc. (the “Consultant”) and Micro
Component Technology, Inc. (the
“Company”).
WHEREAS, the Company desires
consulting and similar services relating to the Company’s
business; and
WHEREAS, the Consultant desires to
contract with the Company to perform such services;
NOW, THEREFORE, in consideration of
the mutual covenants hereinafter recited, the sufficiency of which
is hereby acknowledged, the parties agree as follows:
1.
Services and Payment . Consultant agrees to undertake and
complete the Services (as defined in Exhibit A) in accordance
with and on the schedule specified in Exhibit A. As the only
consideration due Consultant regarding the subject matter of this
Agreement, Company will pay Consultant in accordance with
Exhibit A.
The Company hereby acknowledges and
recognizes that the Consultant has other business interests and may
continue to have such business interests concurrently with the
performance of this Agreement, only if the other business interests
are not in direct competition or in conflict with the Company
business interests.
2.
Confidentiality . The Consultant acknowledges that
Confidential Information is of great value to the Company.
Accordingly, the Consultant agrees not to divulge to anyone, either
during or after the term of this Agreement, any Confidential
Information obtained or developed by the Consultant during the term
of this Agreement. Upon the expiration or termination of this
Agreement, the Consultant agrees to deliver to the Company all
documents, papers, drawings, tabulations, reports and similar
documentation which are furnished by the Company to the Consultant
or which were prepared by the Consultant in performance of the
Services for the Company. Upon the expiration or termination of
this Agreement, the Consultant agrees to make no further use or
utilization of any Confidential Information.
3.
Definitions . As used in this Agreement
“Confidential
Information” means information of the Company or any person
or business entity directly or indirectly controlled by or
controlling the Company, or in which any of the aforesaid have at
least a 50% interest, which information is or has been disclosed to
the Consultant or known to the Consultant as a consequence of or
through the performance of Services for the Company, whether or not
related to his duties for the Company, including, but not limited
to, information relating to finances, operations, customers,
suppliers, products, services, inventions, original works of
authorship, disclosures, processes, systems, methods, formulas,
trade secrets,
1
procedures, concepts, algorithms, software,
compositions, techniques, drawings, specifications, models, data,
source code, object code, documentation, diagrams, flow charts,
research procedures or information of similar nature.
4.
Warranty . Consultant warrants that: (i) the Services
will be performed in a professional and workmanlike manner and that
none of such Services or any part of this Agreement is or will be
inconsistent with any obligation Consultant may have to others;
(ii) all work under this Agreement shall be Consultant’s
original work and none of the Services or Inventions or any
development, use, production, distribution or exploitation thereof
will infringe, misappropriate or violate any intellectual property
or other right of any person or entity (including, without
limitation, Consultant); and, (iii) Consultant has the full
right to allow it to provide the Company with the assignments and
rights provided for herein.
5.
Term and Termination . This agreement shall be for a period
of 1 year and shall be renewable on an annual basis negotiated by
both parties.
If either party materially breaches a material
provision of this Agreement, the other party may terminate this
Agreement upon 15 days’ notice unless the breach is cured
within the notice period. The Company also may terminate this
Agreement at any time,
