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EXHIBIT 10.6
JT STORAGE, INC.
CONSULTING AGREEMENT FOR ROGER W. JOHNSON
THIS AGREEMENT is made by JT STORAGE, INC., its successors and its
subsidiaries worldwide ("JTS"), and Roger W. Johnson, an individual residing at
Number 2 Rocklege Road, Laguna Beach, CA 92651 ("Consultant"), effective April
1, 1996 (the "Effective Date"), for the purpose of setting forth the exclusive
terms and conditions under which Consultant will provide services on a
temporary basis to JTS.
In consideration of the mutual obligations specified in this
Agreement, and any compensation paid to Consultant for his services, the
parties agree to the following:
1. WORK AND PAYMENT. Attached to this Agreement as Exhibit A
hereto is a statement of the work to be performed by Consultant, Consultant's
rate of payment for such work, expenses to be paid in connection with such
work, the maximum price JTS shall be obligated to pay under this Agreement and
such other terms and conditions as shall be deemed appropriate or necessary for
the performance of the work.
JTS is not obligated to issue any additional orders for work by
Consultant under this Agreement.
2. NONDISCLOSURE AND TRADE SECRETS. During the term of this
Agreement and in the course of Consultant's performance hereunder, Consultant
may receive and otherwise be exposed to confidential and proprietary
information relating to JTS' business practices, strategies and technologies.
Such confidential and proprietary information may include but not be limited to
confidential and proprietary information supplied to Consultant with the legend
"JTS Confidential and Proprietary," or equivalent, JTS' marketing and customer
support strategies, JTS' financial information, including sales, costs, profits
and pricing methods, JTS' internal organization, employee information and
customer lists, JTS' technology, including discoveries, inventions, research
and development efforts, processes, hardware/software design and maintenance
tools, samples and/or media (and procedures and formulations for producing any
such samples and/or media), formulas, methods, product know-how and show-how,
and all derivatives, improvements and enhancements to any of the above which
are created or developed by Consultant under this Agreement and information of
third parties as to which JTS has an obligation of confidentiality
(collectively referred to as "Information").
Consultant acknowledges the confidential and secret character of the
Information and agrees that the Information is the sole, exclusive and
extremely valuable property of JTS. Accordingly, Consultant agrees not to
reproduce any of the Information without the applicable prior written consent
of JTS, not to use the Information except in the performance of this Agreement,
and not to disclose all or any part of the Information in any form to any third
party, either during or after the term of this Agreement. Upon termination of
this Agreement and the request of JTS, Consultant agrees to cease using and to
return to JTS all whole and partial copies and derivatives of the Information,
whether in Consultant's possession or under Consultant's direct or indirect
control.
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Consultant shall not disclose or otherwise make available to JTS in
any manner any confidential information of Consultant or received by Consultant
from third parties.
Consultant agrees not to export, directly or indirectly, any U.S.
source technical data acquired from JTS or any products utilizing such data to
any countries outside the United States which export may be in violation of the
United States Export Laws or Regulations. Nothing in this section releases
Consultant from any obligation stated elsewhere in this Agreement not to
disclose such data.
This Section 2 shall survive the termination of this Agreement for any
reason, including expiration of term.
3. OWNERSHIP OF WORK PRODUCT. Consultant shall specifically
describe and identify in Exhibit A to this Agreement all technology (a) which
Consultant intends to use in performing under this Agreement, (b) which is
either owned solely by Consultant or licensed to Consultant with a right to
sublicense, and (c) which is in existence in the form of a writing or working
prototype prior to the effective date of this Agreement ("Background
Technology").
Consultant agrees that any and all ideas, improvements, inventions and
works of authorship conceived, written, created or first reduced to practice in
the performance of work under this Agreement shall be the sole and exclusive
property of JTS and hereby assigns to JTS all its right, title and interest in
and to any and all such ideas, improvements, inventions and works of
authorship.
Consultant further agrees that except for Consultant's rights in
Background Technology, JTS is and shall be vested with all rights, title and
interests including patent, copyright, trade secret and trademark rights in all
of Consultant's work product under this Agreement. Consultant hereby grants to
JTS a non-exclusive, royalty free and worldwide right to use and sublicense the
use of Background Technology for the purpose of developing and marketing JTS
products, but not for the purpose of marketing Background Technology separate
from JTS products.
Consultant shall execute all papers, including patent applications,
invention assignments and copyright assignments, and otherwise shall assist JTS
as reasonably required to perfect in JTS the rights, title and other interests
in Consultant's work product expressly granted to JTS under this Agreement.
Costs related to such assistance, if required, shall be paid by JTS.
This Section 3 shall survive the termination of this Agreement for any
reason, including expiration of term.
4. TERMINATION. Either JTS or Consultant may terminate this
Agreement in the event of a material breach of the Agreement which is not cured
within thirty (30) days of written notice to the other party of such breach.
Material breaches include but are not limited to the filing of bankruptcy
papers or other similar arrangements due to insolvency, the assignment of
Consultant's obligations to perform to third parties and Consultant's
acceptance of employment or consulting arrangements with third parties which
are or may be detrimental to JTS' business
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interests. Unless earlier terminated as described above, this Agreement shall
terminate two (2) years following the Effective Date.
5. COMPLIANCE WITH APPLICABLE LAWS. Consultant warrants and
covenants that all material supplied and work performed under this Agreement
complies with or will comply with all applicable United States and foreign laws
and regulations.
6. INDEPENDENT CONTRACTOR. Consultant is an independent
contractor, is not an agent or employee of JTS and is not authorized to act on
behalf of JTS. Consultant will not be eligible for any employee benefits, nor
will JTS make deductions from any amounts payable to Consultant for taxes.
Taxes shall be the sole responsibility of Consultant.
7. LEGAL AND EQUITABLE REMEDIES. Consultant hereby acknowledges
and agrees that in the event of any breach of this Agreement by Consultant,
including, without limitation, the actual or threatened disclosure of
Information without the prior express written consent of JTS, JTS will suffer an
irreparable injury, such that no remedy at law will afford it adequate
protection against, or appropriate compensation for, such injury. Accordingly,
Consultant hereby agrees that JTS shall be entitled to specific performance of
Consultant's obligations under this Agreement, as well as such further relief as
may be granted by a court of competent jurisdiction.
8. GENERAL. The parties' rights and obligations under this
Agreement will bind and inure to the benefit of their respective successors,
heirs, executors, and administrators and permitted assigns. This Agreement and
its Exhibits attached hereto and hereby incorporated herein constitute the
parties' final, exclusive and complete understanding and agreement with respect
to the subject matter hereof, and supersede all prior and contemporaneous
understandings and agreements relating to its subject matter. This Agreement
may not be waived, modified, amended or assigned unless mutually agreed upon in
writing by both parties. In the event any provision of this Agreement is found
to be legally unenforceable, such unenforceability shall not prevent
enforcement of any other provision of the Agreement. This Agreement shall be
governed by the laws of the State of California, excluding its conflicts of
laws principles. Any notices required or permitted hereunder shall be given to
the appropriate party at the address specified below or at such other address
as the party shall specify in writing. Such notice shall be deemed given upon
personal delivery, facsimile transmission or sent by certified or registered
mail, postage prepaid, three (3) days after the date of mailing.
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement as
of the date first set forth above.
JT STORAGE, INC. CONSULTANT
By: W. Virginia Walker By: Roger W. Johnson
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/s/ W. Virginia Walker /s/ Roger W. Johnson
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W. Virginia Walker Roger W. Johnson
_________________________________ _____________________________________
Executive Vice President, [Social Security Number]
Finance and Administration, Chief
Financial Officer and Secretary
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EXHIBIT A
WORK TO BE PERFORMED:
Roger W. Johnson shall be reasonably available to JTS during the term of this
Agreement to consult and confer with JTS in connection with strategic business
planning, industry conditions, business relationships and other such areas as
may be reasonably requested by JTS.
RATE OF PAYMENT:
$2,000 per month
METHOD OF PAYMENT:
A method consistent with JTS' then-current payment policies.
EXPENSES TO BE PAID:
Such expenses as are approved in writing by JTS consistent with its
then-current expense reimbursement policies and for which appropriate
documentation is furnished.
MAXIMUM AMOUNT JTS IS REQUIRED TO PAY:
$48,000
JTS FACILITIES WHERE WORK IS TO BE PERFORMED:
JT Storage, Inc.
166 Baypointe Parkway
San Jose, CA 95134
Moduler Electronics (India) Pvt. Ltd.
Madras, India
BACKGROUND TECHNOLOGY:
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