Exhibit 10.20
INDEPENDENT CONTRACTOR AGREEMENT
This Agreement is entered into as of the 1st day of June,
2004, between
Telemetrix, Inc. ("the Company") and Richard L. West ("the
Contractor").
1. Independent Contractor. Subject to the terms and conditions of
this
Agreement, the Company hereby engages the Contractor as an
independent
contractor to perform the services set forth herein, and the
Contractor hereby
accepts such engagement.
2. Duties, Term, and Compensation. The Contractor's duties, term
of
engagement, compensation and provisions for payment thereof shall
be as set
forth in the terms previously provided to the Company by the
Contractor,
attached as Exhibit A, and which are hereby incorporated by
reference.
3. Confidentiality. The Contractor acknowledges that during the
engagement
he will have access to and become acquainted with various trade
secrets,
information, and records owned or licensed by the Company and/or
used by the
Company in connection with the operation of its business including,
without
limitation, the Company's business and product processes, methods,
customer
lists, accounts and procedures. The Contractor agrees that he will
not disclose
any of the aforesaid, directly or indirectly, or use any of them in
any manner,
either during the term of this Agreement or at any time thereafter,
except as
required in the course of this engagement with the Company. All
files, records,
documents, information, letters, notes, and similar items relating
to the
business of the Company, whether prepared by the Contractor or
otherwise coming
into his possession, shall remain the exclusive property of the
Company. The
Contractor shall not retain any copies of the foregoing without the
Company's
prior written permission. Upon the expiration or earlier
termination of this
Agreement, or whenever requested by the Company, the Contractor
shall
immediately deliver to the Company all such files, records,
documents,
specifications, information, and other items in his possession or
under his
control. The Contractor further agrees that he will not disclose
his retention
as an independent contractor or the terms of this Agreement to any
person
without the prior written consent of the Company and shall at all
times preserve
the confidential nature of his relationship to the Company and of
the services
hereunder.
4. Conflicts of Interest; Non-hire Provision. The Contractor
represents
that he is free to enter into this Agreement, and that this
engagement does not
violate the terms of any agreement between the Contractor and any
third party.
During the term of this agreement, the Contractor shall devote as
much of his
productive time, energy and abilities to the performance of his
duties hereunder
as is necessary to perform the required duties in a timely and
productive
manner. The Contractor is expressly free to perform services for
other parties
while performing services for the Company. For a period of six
months following
any termination, the Contractor shall not, directly or indirectly
hire, solicit,
or encourage to leave the Company's employment, any employee,
consultant, or
contractor of the Company or hire any such employee, consultant, or
contractor
who has left the Company's employment or contractual engagement
within one year
of such employment or engagement.
5. Termination. If the Contractor is convicted of any crime or
offense,
fails or refuses to comply with the written policies or reasonable
directive of
the Company, is guilty of serious misconduct in connection with
per
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