EXHIBIT 4.6
CONSULTANT AGREEMENT
Date of Commencement of
Name: American Asset Management, Inc. Consulting Services: Oct. 20, 1998
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In consideration of my engagement as a consultant by Spacetec IMC
Corporation. (the "Company") and the consultant fees and other compensation paid
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to me by the Company and for other good and valuable consideration, I understand
and agree to the following provisions for the protection of the property rights
of the Company and for the protection of the rights of others who have entrusted
the Company with confidential proprietary information:
1. Services. The Company retains the Consultant to perform the consulting
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services described on Exhibit A hereto during the term of this Agreement set
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forth on Exhibit A. This Agreement may be terminated in the manner set forth on
Exhibit A, and the Agreement shall automatically be terminated without notice
upon any termination of the Merger Agreement between the Company and Labtec,
Inc. in accordance with its terms.
2. Independent Contractor. The relationship of the Consultant to the
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Company is that of an independent contractor and consultant. Until the
Consultant is employed by the Company, the Consultant shall have sole and
exclusive responsibility for the payment of all federal, state and local taxes
and for all employment and disability insurance, Social Security and other
similar taxes, with respect to payments made to the Consultant.
3. Disclosure to the Company. I agree to disclose fully and promptly to
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the Company all Proprietary Rights (the expression "Proprietary Rights" means
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all intellectual and physical work product having actual or potential value to
the Company including inventions, whether or not patentable and whether or not
tested or reduced to practice, discoveries, ideas, conceptions, processes,
copyrightable expressions, developments, designs, trade secrets, know-how and
tangible expressions, whether or not copyrightable, computer software, systems,
programs or procedures) developed or conceived by me solely or jointly with
others, at any time during the term of my consulting engagement with the
Company, provided that such Proprietary Rights relate to the actual or
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anticipated business activities of the Company, or result from, or are suggested
by, work which I do for the Company. I agree to make and maintain written
records of the aforesaid Proprietary Rights and to submit promptly the same, and
supplemental oral disclosure, to the Company.
4. Ownership and Assignment of Rights to the Company. I agree to assign
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and hereby do assign to the Company as its exclusive property the entire right,
title and interest in and to all Proprietary Rights embraced by Paragraph 3
above, including without limitation, all patents, patent applications and
copyrights. I further agree to execute all papers and instruments, and
otherwise to provide all requested assistance, at the expense of the Company,
during and subsequent to my consulting engagement, to enable the Company or its
nominees to obtain such patents, copyright and other legal protection as it may
desire in any country. All copyrightable work ("Work") created by me in
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connection with my engagement with the Company is intended to be a "work made
for hire" as that term is defined in Section 101 of the Copyright Act of 1976
and shall be the property of the Company and the Company shall be the sole
author of such work within the meaning of the Act. All such Works, as well as
copies of such Works in whatever
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medium fixed or embodied, shall be owned exclusively by the Company and I
expressly disclaim any interest in them. If the copyright to any such Works
shall not be the property of the Company by operation of law, I will, without
further consideration, assign to the Company all right, title and interest in
such Work and will assist the Company, at its expense to secure, maintain and
defend for the benefit of the Company all copyrights, registrations, extensions
and renewals on any and all such Work, including translations thereof in any and
all countries, such Work to be and remain the property of the Company whether
copyrighted or not.
In the event that the Company is unable, after reasonable effort, to secure
my signature on letters patent, copyright or other documents relating to the
Proprietary Rights embraced by Paragraph 3 above, whether because of my physical
or mental incapacity or for any other reason whatsoever, I hereby irrevocably
designate and appoint the Company and its duly authorized officers and agents as
my agent and attorney-in-fact, to act for and in my behalf and stead to execute
and file any such application(s) and to all other lawfully permitted acts to
further the prosecution and issuance of letters patent, copyright or other
documents with the same legal force and effect as if executed by me. I
understand and agree that the Company shall determine, in its discretion,
whether an application for patent, copyright or other intellectual property
right shall be filed on any Proprietary Right assigned to the Company under this
Agreement, and whether such an application shall be prosecuted or abandoned
prior to issuance or registration.
5. Confidentiality. I agree to preserve in confidence, and not to use,
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to publish, distribute, or to otherwise disclose to any person or entity, either
during or subsequent to my consulting engagement, without written permission,
any Proprietary Rights or any knowledge, information or materials about the,
services, product, marketing and service plans and strategies, know-how,
research and development activities, technical information and data of a non-
public nature, customers, or business plans of the Company, or any other
confidential information of the Company, its customers, or others from whom the
Company has received information under obligations of confidence (collectively,
"Confidential Information"). Information shall not be deemed Confidential
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Information hereunder if such information is otherwise publicly available or if
I learn such information from sources other than the Company who disclosed such
information without an obligation of confidentiality.
6. Confidential Information of Others. I agree not to disclose to the
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Company, or to use in my work at the Company (a) any confidential information
belonging to others (including customers and suppliers), of (b) any prior
inventions made by me which the Company is not entitled to learn of or use. I
represent that the inventions identified in the Exhibit I attached hereto
constitute all of the unpatented inventions which I have made prior to my
consulting engagement with the Company, which inventions shall be excluded from
this agreement. (It is only necessary to list the title of such inventions and
the purpose thereof.) If there are no such unpatented inventions, I have
written my initials here: ______.[Insert Initials]
7. Non-Competition. I agree that to the extent I am personally involved
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in or substantively knowledgeable of Confidential Information regarding the
Company developments, I will not during the term of my consulting engagement and
for a period of twelve (12) months after termination of my engagement accept a
consulting engagement or employment with Logitech or Space Control GmbH, or any
entity known to me to be a client or customer of the Company without written
permission from the Company, which permission will not be unreasonably withheld
in those instances where such engagement or employment does not involve risk of
improper use or disclosure of Confidential Information.
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8. Non-Solicitation. I agree that during the term of my consulting
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engagement and for a period of twelve (12) months following such termination I
will not solicit or attempt to induce, directly or indirectly, any employee or
consultant of the Company to work with me or any organization with which I am
affiliated or to accept a consulting engagement or employment with a competitor,
customer or client of the Company.
9. Return of Materials. Upon the request of the Company at any time and
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in the event of the termination of my consulting engagement with the Company,
whether or not such termination if voluntary, I agree to deliver promptly to the
Company all documents which relate to the business activities of the Company,
and all materials and things which belong to the Company or which have been
given to me by the Company or others during the course of my consulting work for
the Company.
10. Prior Agreements. I represent that I have attached hereto a copy of
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any agreement (such as a prior consulting or employment agreement) which affects
my ability to comply with the terms of this agreement. If there is no such
agreement, I have written my initials here: _________.
11. Enforcement. I agree that the Company would not be fairly compensated
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by money damages for any breach of this Agreement by me and therefore in the
event of a breach or threatened breach of this Agreement the Company shall be
entitled to specific performance, an injunction and other equitable relief in
addition to money damages and other legal remedies. I hereby waive any
requirement that the Company post a bond or surety in connection with its
attempts to enforce this Agreement.
12. Miscellaneous. This agreement shall be binding on my executors,
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administrators, heirs, legal representatives or assigns, and may not be modified
except in writing with the approval of an officer of the Company. If any
provision of this agreement is determined to be illegal or unenforceable, all
remaining provisions shall remain in full force and effect. This Agreement
shall be governed by and construed in accordance with the internal laws of the
Commonwealth of Massachusetts. The provisions of Sections 3, 4, 5, 6, 7 and 8
of this Agreement shall survive the termination or expiration of this Agreement
as a continuing covenant of the parties. Any dispute, controversy or claim
arising out of this Agreement or the breach of any of its terms shall be settled
by binding arbitration in Palm Beach, Florida, pursuant to the rules then
obtaining of the American Arbitration Association. This agreement represents the
entire agreement between the Company and the Consultant with respect to the
matters set forth herein.
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SPACETEC IMC CORPORATION CONSULTANT:
American Asset Management, Inc.
By: By: /s/ Julian Rubinstein
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Julian Rubinstein
Date: Oct. 20 1998 Date: 10/20/98
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Title: CEO
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Exhibit A
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Terms of Consulting Agreement
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Description of Services: The Consultant shall perform a review of the
operations of the Company. The Consultant shall (i) have responsibility for
review of operations, (ii) have responsibility for implementation of decisions
with respect to the restructuring of the operations of the Company, as
recommended by George Rea, Acting CEO of the Company, and determined by the
Board of Directors of the Company, (iii) have signature authority for all
disbursements of Company funds up to $15,000, and joint signature authority with
Mr. Rea for amounts in excess of and including $15,000, (iv) consult with Mr.
Rea and, as appropriate, the Board of Directors as to the restructuring of
operations, (v) implement decisions of Mr. Rea regarding hiring and firing of
personnel, sale or other disposal of non-material assets, and renegotiation and
restructuring of facilities leases, (vi) have responsibility for the review and,
subject to the approval of Mr. Rea, restructuring of arrangements with vendors
and suppliers, and other actions incidental and necessary to the restructuring
of the Company's business. The Consultant shall prepare an operating plan for
the restructuring of the Company. The Board of Directors shall review, approve
and adopt an operating plan relating to the restructuring of Company operations,
and no changes to such plan shall be implemented without the prior approval of
Mr. Rea and the Board of Directors.
Terms of Compensation: $30,000 per month, payable bi-monthly in accordance with
the Company's general payroll practices for employees.
Length of Service: Month to month, terminable at the Company's option (through
action of Mr. Rea or the Board of Directors), or the Consultant's option, on ten
(10) days written notice.
Reimbursement of Expenses: The Consultant will be reimbursed for normal business
expenses, provided expenses are documented and itemized.