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PROPRIETARY DATA GATHERING AGREEMENT
This Data Gathering Agreement is made and entered into by and between ______________________ a resident of Los Angeles, CA (hereinafter called the “Assistant”) and INTERNATIONAL EXCHEQUERS, a Belize IBC (hereinafter called the "Company"). 1. Scope of Services. The Company hereby contracts with Assistant and Assistant hereby accepts this contract with the Company, undertaking to perform the following services: 1.1. In coordination with Company, to collect all information and data requested by Company for the Company’s performance of a market study to determine other markets which the Company may profitably serve. All such information and data shall be confidential and proprietary in nature. Assistant shall provide ancillary services such as searching for, collecting, and organizing marketing data for Company’s development of a strategic plan to identify target areas of operation in the Relevant Geographic Area (as defined below in Section 7.4.1). Assistant shall assist Company in coordinating such information and data, once obtained, for use by Company and/or any of Company’s analysts. Assistant shall not, however, provide advice and counsel; nor analyze the economic conditions or outlook for any particular industry; nor make recommendations or advise Company on the prospects of entering a particular industry, nor on other matters regarding Company’s activities in such industry, nor on economic analyses of economic trends; nor provide advice based on such analyses and evaluations; 1.2 In coordination with Company, to collect all proprietary information and data useful to Company and Company’s analysts to explore joint venture opportunities for Company, and to assist Company’s evaluation of expanding into new markets with a potential core customer base; and, 1.3 In coordination with Company, to provide assistance in implementing the recommendations of Company’s professional advisors regarding Company’s restructuring and, specifically, to assist Company with proprietary data gathering services in connection with Company’s evaluation of leasing or purchasing additional equipment and other assets. Such assistance shall be limited to facilitating and coordinating the restructuring activities recommended by Company’s attorneys and advisors, to the gathering of proprietary data as requested by Company, and to the transfer of such data to Company and Company’s analysts, but shall not involve Assistant giving recommendations or advice thereon. 2. Place of Assistance. The required duties of Assistant under this Agreement shall be performed by Assistant at the principal place of business of the 3. Time to be Devoted to Contractual Duties; Scope of Contract. Assistant shall devote its best efforts and endeavors to the discharge of its duties hereunder as appropriate and shall not, during the term hereof, enter into the services of or be employed in any capacity or for any purpose by any unrelated person, firm, association or corporation on a fee or other compensatory basis, where such other person, firm, association or corporation competes in any way with the Company. 4. Duty of Loyalty. At all times during the term of this Agreement, Assistant shall be loyal to the best interests of the Company and shall refrain from entering into any transaction (directly or indirectly) where there is a conflict of pecuniary interests as between the interest of the Company, on the one hand, and the personal interest of Assistant, on the other hand. 5. Term of Assistance. The term of Assistant’s services to Company shall commence on October 1, 2002, and shall continue for a period of the lesser of: (i) the completion of the project outlined in Section 1, or (ii) eight (8) months, terminating no later than July 1, 2003. 5.1. Termination. Notwithstanding any other term or provision of this instrument, in the event of either: (i) the cessation of business of the Assistant in whole or in substantial part; or (ii) the cessation of business by Company in whole or in substantial part, this Assistance Agreement shall automatically be terminated upon the occurrence of such event. Provided, however, that cessation of business shall not be deemed to occur for purposes of automatically terminating this Assistance Agreement pursuant to the preceding sentence, if such cessation occurs solely as a result of reorganizing the Assistant into a successor entity or of reorganizing the Company into a successor entity, as the case may be. In the event Consultant is "disabled", as such quoted word is hereinafter defined (irrespective of the cause or causes thereof and whether such disability is permanent or temporary), for more than ninety (90) days (whether or not consecutive) during any consecutive twelve (12) month period, then this Agreement shall terminate. 6. Compensation. Company agrees to pay or cause to be paid to Assistant for its services hereunder and Assistant agrees to accept in full compensation therefor, the fee of ______________________________________________, such amount to be paid on or before __________. Additionally, the Assistant shall be reimbursed for all reasonable and necessary expenses incident to his Agreement incurred for the direct benefit of Company, including, but not limited to, transportation and lodging. Assistant shall keep accurate records of all such expenses and deliver such records to Company upon request for the purpose of inspection and/or copying. Provided, however, the maximum amount of expenses reimbursable hereunder shall beand then only to the extent supported by appropriate documentation in the reasonable judgment of the Company.
7. Trade Secrets and Non-Competition. 7.1. Definition. The trade secrets of the Company are hereby defined as consisting of: (i) the names of the customers/clients of the Company and the names of suppliers of equipment and services, and the pricing thereof, which the Company ultimately offers to each of its customers; and (b) any other confidential information or data relating to the business of the Company which is not publicly known. Trade secrets shall not include any computer software supplied by Assistant or its affiliates, computer systems supplied by Assistant or its affiliates, or names of customers whose sources were from Assistant or its affiliates. 7.2. Non-disclosure; Non-use. The Assistant agrees that Assistant will not, during the period of this Agreement, impart or disclose any trade secrets to any person, firm or corporation, or use any of such trade secrets, directly or indirectly, for its own benefit or for the benefit of any person, firm or corporation except insofar as such trade secrets are used for the Company or insofar as such trade secrets are used with the Company’s permission. 7.3. Non-competition. In order to render effective the foregoing Agreement by the Assistant relating to the Company's trade secrets, the Assistant further agrees that from the effective date hereof until the end of the "Relevant Restraint Period" (as defined below), within the "Relevant Geographic Area" (as defined below), Assistant will not, for himself, or as a stockholder, director, officer, partner, agent or assistant to any other person, firm or corporation or in any other role or capacity whatsoever, render any services in connection with the delivery of any product or service competitive with, or usable for, substantially the same purposes as any product or service presently or hereafter sold by or delivered by the Company without first obtaining Company’s permission. Nothing herein shall preclude Assistant from continuing to engage in its current business activities existing as of the date hereof. 7.4 Relevant Restraint Period. For purposes hereof, the "Relevant Restraint Period" shall begin on the date that Assistant commences services for the Company or any affiliate thereof under this Agreement or any amendment or renewal or extension hereof for whatever reason and shall end on the ending date of the term of this Agreement; provided if such time period exceeds the maximum time period permitted by law or for any other reason does not state a time period within which the provisions of this Section 7.4 are enforceable, then the provisions of this Section 7.4 shall apply within the maximum time period permitted by law or within which such provisions are enforceable. 7.4.1 For purposes hereof, the phrase "Relevant Geographic Area" means Miami Beach,Florida and all adjoining counties thereto; provided, however, in the event that the aforesaid geographic area exceeds the maximum geographic area permitted by law or for any other reason does not state a geographic area within which the provisions of this Section 7.4 are enforceable, then the provisions of this Section 7.4 shall apply within the maximum geographic area permitted by law or within which such provisions are enforceable. 7.4.2 In addition to all other remedies at law and in equity which the Company might have for breach of the covenant of Assistant set forth in this Section 7.4, it is agreed that in the event of any breach or attempted or threatened breach of such covenant, the Company shall also have the right to obtain a temporary restraining order, temporary injunction and permanent injunction against Assistant prohibiting such breach or attempted or threatened breach, merely by providing the existence of such breach, or attempted or threatened breach (by a preponderance of the evidence), and without the necessity of proving either inadequacy of legal remedy or irreparable harm. 7.5 Independent and Several Covenants. The covenants of Assistant set forth in this Section 7 are independent and severable from every other provision of this Assistance Agreement; and the breach of any other provision of this Assistance Agreement by the Company shall not affect the validity of the provisions of Section 7 hereof or constitute a defense of Assistant in any suit or action brought by the Company to enforce the provisions of Section 7 or to seek any relief for the breach thereof by Assistant. 7.6. Company Property. The Assistant agrees that all memoranda, notes, records, charts, formula and other documents made, compiled or received, held, or used by the Assistant while undertaking its assignment with the Company concerning any phase of the Company's business or its trade secrets, shall be proprietary, shall be the Company's property, and shall be delivered by the Assistant to the Company on the termination of this Agreement. 8. Contractual Authority. In its capacity as assistant, Assistant shall have no authority to contractually bind the Company in any manner.
9. Successors. This Agreement shall be binding upon and inure to the benefit of the Company and its respective successors and assigns. This Agreement shall be binding upon and inure to the benefit of the Assistant and its respective successors and assigns.
10. Notice. Any notice given hereunder by any party to any other shall be deemed to have been given upon delivery, if hand delivered, and upon mailing, if mailed by U. S. mail, registered or certified, return receipt requested, adequate postage prepaid, addressed to the addressee:
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed effective the 1st day of October, 2002.
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