INDEPENDENT CONTRACTOR SERVICES AGREEMENT
THIS AGREEMENT ("Agreement") is entered into as of the 11th day of August,
1994 by and between CHIPS AND TECHNOLOGIES, INC. ("Chips"), a Delaware
corporation, having its principal place of business at 2950 Zanker Road, San
Jose, California 95134, and JARRAT GLOBAL ENTERPRISES, INC. ("Contractor"),
having its principal place of business at 470 Quail Ridge Road, Scotts Valley,
CA 95066.
1. Engagement of Services.
Contractor agrees to perform services for Chips as follows: Act as a
business advisor to Chips, including but not limited to (1) being a sounding
board to CEO and management team on critical business and organizational issues;
(2) engaging in monthly management business reviews and quarterly financial
reviews; (3) assisting with long range planning, including corporate missions
and strategy and (4) assisting with development of key U.S. and foreign
corporate partners as well as key customer and supplier relationships.
Chips selected Contractor to perform these services based upon Chips receiving
Henri Jarrat's personal service and therefore Contractor may not subcontract or
otherwise delegate its obligations under this Agreement without Chips' prior
written consent.
2. Compensation.
Chips will pay Contractor a fee in the amount of Eight Thousand
Dollars ($8,000.00) per month for services rendered by Contractor pursuant to
this Agreement. In addition, Contractor will receive stock options in an amount
to be determined by the Compensation Committee of Chips' Board of Directors.
Contractor will be reimbursed for reasonable expenses incurred in connection
with the performance of services under this Agreement, provided those expenses
are approved by Chips' President or CFO. No travel expenses will be incurred by
Contractor without the prior written consent of Chips' President or CFO.
3. Independent Contractor Relationship.
Contractor and Chips understand, acknowledge and agree that
Contractor's relationship with Chips will be that of an independent contractor,
and nothing in this Agreement is intended to or should be construed to create a
partnership, joint venture, or employment relationship. Neither party shall have
any right, power or authority to create any obligations, expressed or implied,
on behalf of the other. Chips will make no withholding or deductions from any
compensation paid to Contractor for taxes, insurance or the like.
4. Confidential Information.
4.1 Contractor represents that his performance of all of the terms of this
Agreement does not and will not breach any agreement to keep in confidence
proprietary information, knowledge or data of a third party and Contractor will
not disclose to Chips, or induce Chips to use, any confidential or proprietary
information belonging to third parties unless such use or disclosure is
authorized in writing by such owners.
4.2 Contractor agrees during the term of this Agreement and thereafter to
take all steps reasonably necessary to hold in trust and confidence information
which he knows or has reason to know is considered confidential by Chips
("Confidential Information"). Contractor agrees to use the Confidential
Information solely to perform his duties hereunder. Confidential Information
includes, but is not limited to, technical and business information relating to
Chips' inventions or products, research and development, manufacturing and
engineering processes, and future business plans. Contractor's obligations with
respect to the Confidential Information also extend to any third party's
proprietary or confidential information disclosed to Contractor in the course of
providing services to Chips. This obligation shall not extend to any information
which becomes generally known to the public without breach of this Agreement.
This obligation shall survive the termination of this Agreement.
5. No Conflict of Interest. Contractor agrees during the term of this
Agreement not to perform or accept work, enter into a contract, or accept an
obligation inconsistent or incompatible with Contractor's obligations or the
scope of services rendered for Chips under this Agreement. Unless Chips consents
in writing, Contractor will not engage in any work in any capacity for any
individual, company or entity that competes with Chips in any area or aspect of
Chips' business.
6. Return of Chips' Property. Contractor acknowledges that Chips' sole and
exclusive property includes all documents, such as drawings, manuals, notebooks,
reports, sketches, records, business plans, contracts, computer programs,
employee lists, customer lists and the like in his custody or possession,
whether delivered to Contractor by Chips or made by Contractor in the
performance of services under this Agreement, relating to the business
activities of Chips or its customers or suppliers and containing any information
or data whatsoever, whether or not Confidential Information. Contractor agrees
to deliver promptly all of Chips' property and all copies of Chips' property in
Contractor's possession to Chips at any time upon Chips' request, and in any
event immediately upon termination of this Agreement.
7. Termination - Noninterference with Business.
7.1 Termination. Either party may terminate this
Agreement at any time for any reason or for no reason upon thirty (30) days
prior written notice to the other party.
7.2 Noninterference with Business. During and for a period of two (2)
years immediately following termination of this Agreement by either party,
Contractor agrees not to solicit or induce any employee or independent
contractor to terminate or breach an employment, contractual or other
relationship with Chips.
8. General Provisions.
8.1 Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the United States and the State of California as
applied to agreements entered into and to be performed entirely within
California between California residents.
8.2 Entire Agreement. Except to the extent there may be other
agreements relating solely to Henri Jarrat's service as a director of Chips, and
except for any agreements related to stock options granted to Henri Jarrat in
his capacity as a consultant for Chips, this Agreement constitutes the entire
agreement between the parties relating to this subject matter and supersedes all
prior or simultaneous representations, discussions, negotiations, and
agreements, whether written or oral.
8.3 Waiver. No term or provision hereof will be considered waived by
either party, and no breach excused by either party, unless such waiver or
consent is in writing signed on behalf of the party against whom the waiver is
asserted. No consent by either party to, or waiver of, a breach by either party,
whether express or implied, will constitute a consent to, waiver of, or excuse
of any other, different, or subsequent breach by either party.
8.4 Assignment. Neither party may assign its rights or obligations
arising under this Agreement without the other's prior written consent.
8.5 Legal Fees. If any dispute arises between the parties with respect
to the matters covered by this Agreement which leads to a proceeding to resolve
such dispute, the prevailing party in such proceeding shall be entitled to
receive its reasonable attorneys' fees, expert witness fees and out-of-pocket
costs incurred in connection with such proceeding, in addition to any other
relief to which it may be entitled.
8.6 Notices. All notices, requests and other communications required to
be given under this Agreement must be in writing, and must be mailed by
registered or certified mail, postage prepaid and return receipt requested, or
delivered by hand to the party to whom such notice is required or permitted to
be given. Any such notice will be considered to have been given when received,
or if mailed, five (5) business days after it was mailed, as evidenced by the
postmark. The mailing address for notice to either party will be the address
shown on the signature page of this Agreement. Either party may change its
mailing address by notice as provided by this Section 8.6.
8.7 Survival. The following provisions shall survive termination of
this Agreement: Article 4 and Section 7.2.
8.8 Term. This Agreement is effective as of August 11, 1994, and will
terminate on November 10, 1996, unless terminated earlier in accordance with
Section 7.1 herein.
CHIPS: CONTRACTOR:
CHIPS AND TECHNOLOGIES, INC. JARRAT GLOBAL ENTERPRISES,
INC.
By /s/ Jim Stafford By /s/ Henri A. Jarrat
___________________________ __________________________
Jim Stafford Henri A. Jarrat
President and CEO President