Consulting Agreement
This Agreement is made effective as of October 1, 2000, by and between
View Systems, Inc., of Denver CO, and John Clayton, Salt Lake, Utah.
In this Agreement, the party who is contracting to receive services
shall be referred to as "View", and the party who will be providing the services
shall be referred to as "Clayton". Clayton has a background in investor
relations, direct marketing, publishing, public relations and advertising with
expertise in the dissemination of information about publicly traded companies.
View desires to have services provided by Clayton.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Clayton has been performing and shall
perform the following services for View: corporate development and business
consulting.
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be
performed and the specific hours to be worked by Clayton shall be determined by
Clayton. View will rely on Clayton to work as many hours as may be reasonably
necessary to fulfill Clayton's obligations under this Agreement. Claytonr will
report to Gunther Than during this engagement.
3. PAYMENT. View grants Clayton warrants to 500,000 purchase shares of
common stock in View at an exercise price of $.50 per share. These warrants may
be exercised at any time from the date of this agreement to 2 years thereafter.
View agrees to register for resale, at its expense, the shares issuable upon
exercise of the warrants in its next primary and/or secondary registration of
securities pursuant to the Securities Act of 1933, as amended. This registration
obligation includes View's obligation to (i) use its best efforts to register or
qualify the shares acquired upon exercise of the warrants for offer or sale
under state securities or blue sky laws of such jurisdictions as Clayton shall
reasonably request and do any and all other acts and things which may be
necessary or advisable to enable Clayton to consummate the proposed sale,
transfer or other disposition of such securities in any jurisdiction; and (ii)
furnish to Clayton any prospectus included in any such registration statement,
and all amendments and supplements to such documents, in each case as soon as
available and in such quantities as Clayton may from time to time reasonably
request.
4. NEW PROJECT APPROVAL. Clayton and View recognize that Clayton's
Services will include working on various projects for View. Clayton shall obtain
the approval of View prior to the commencement of a new project.
5. TERM/TERMINATION. This Agreement may be terminated by either party
upon 30 days notice to the other party.
6. RELATIONSHIP OF PARTIES. It is understood by the parties that
Clayton is an independent contractor with respect to View, and not an employee
of View. View will not
provide fringe benefits, including health insurance benefits, paid vacation, or
any other employee benefit, for the benefit of Clayton.
7. DISCLOSURE. Clayton is required to disclose any outside activities
or interests, including ownership or participation in the development of prior
inventions, that conflict or may conflict with the best interests of View.
Prompt disclosure is required under this paragraph if the activity or interest
is related, directly or indirectly, to:
- a product or product line of View
- a manufacturing process of View
- a customer or potential customer of View
- a product or system design of View
- a distributor, reseller or OEM of View
8. INDEMNIFICATION. Clayton agrees to indemnify and hold View harmless
from all claims, losses, expenses, fees including attorney fees, costs, and
judgments that may be asserted against View that result from the acts or
omissions of Clayton, Clayton's employees, if any, and Clayton's agents.
9. ASSIGNMENT. Clayton's obligations under this Agreement may not be
assigned or transferred to any other person, firm, or corporation without the
prior written consent of View.
10. NONSOLICITATION. During the term of this Agreement, and for 12
months thereafter, Clayton shall not solicit or hire View's employees to work
for it, nor shall he solicit View's customers to sell products substantially
similar to View's products. During the term of this Agreement, and for 12 months
thereafter, Clayton shall not compete, directly or indirectly with View, in
producing, selling and distributing products that are substantially similar to
View's products.
11. CONFIDENTIALITY. View recognizes that Clayton has and will have the
following information:
- inventions
- products
- prices
- costs
- discounts
- future plans
- business affairs
- trade secrets
- technical information
- customer lists
- product design information
- copyrights and other proprietary information (collectively,
"Information") which are valuable,
special and unique assets of View and need to be protected from improper
disclosure. In consideration for the disclosure of the Information, Clayton
agrees that he will not at any time or in any manner, either directly or
indirectly, use any Information for Clayton's own benefit, or divulge, disclose,
or communicate in any manner any Information to any third party without the
prior written consent of View. Clayton will protect the Information and treat it
as strictly confidential. A violation of this paragraph shall be a material
violation of this Agreement.
12. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Clayton
has disclosed (or has threatened to disclose) Information in violation of this
Agreement, View shall be entitled to an injunction to restrain Clayton from
disclosing, in whole or in part, such Information, or from providing any
services to any party to whom such Information has been disclosed or may be
disclosed. View shall not be prohibited by this provision from pursuing other
remedies, including a claim for losses and damages.
13. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions
of this Agreement shall remain in full force and effect after the termination of
this Agreement.
14. RETURN OF RECORDS. Upon termination of this Agreement, Clayton
shall deliver all records, notes, data, memoranda, models, and equipment of any
nature that are in Clayton's possession or under Clayton's control and that are
View's property or relate to View's business.
15. NOTICES. All notices required or permitted under this Agreement
shall be in writing and shall be deemed delivered when delivered in person or
deposited in the United States mail, postage prepaid, addressed as follows:
IF for View:
View Systems, Inc.
Gunther Than, President
9693 Gerwig Lane, Suite O
Columbia, Maryland 21046
IF for Clayton:
Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.
16. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
17. AMENDMENT. This Agreement may be modified or amended if the
amendment is made in writing and is signed by both parties.
18. SEVERABILITY. If any provision of this Agreement shall be held to
be invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provision of
this Agreement is invalid or unenforceable, but that by limiting such provision
it would become valid and enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
19. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce
any provision of this Agreement shall not be construed as a waiver or limitation
of that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
20. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of Maryland.
Party receiving services:
View Systems, Inc.
By: _____________________________________
Gunther Than
President
Party providing services:
_________________________________________
John Clayton