Consulting For Product Marketing Agreement
This Agreement is made effective as of July 15, 2001,
by and between:
View Systems, Inc., of Baltimore, MD 21223
&
Nixel Holdings, LLC of Towson, MD 21286
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 "Nixel".
Nixel has a background in marketing and advertising with expertise in the
dissemination of information about new products and developing markets therefor.
View desires to have services provided by Nixel.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Nixel 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 Nixel shall be determined by
Nixel. View will rely on Nixel to work as many hours as may be reasonably
necessary to fulfill Nixel's obligations under this Agreement. Nixel will report
to Gunther Than during this engagement.
3. PAYMENT. View grants Nixel warrants to purchase shares of common stock
in View at an exercise price of $.25 per share. These warrants may be exercised
at any time from the date of this agreement to 1 year thereafter. View agrees to
register for resale, at its expense, the shares issuable upon exercise of the
warrants. 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 Nixel shall reasonably request and do any and all other acts
and things which may be necessary or advisable to enable Nixel to consummate the
proposed sale, transfer or other disposition of such securities in any
jurisdiction; and (ii) furnish to Nixel and prospectus included in any such
registration statement, and all amendments and supplements to such documents in
each case as soon available an in such quantifies as Nixel may from time to time
reasonably request.
4. NEW PROJECT APPROVAL. Nixel and View recognize that Nixel's Services
will include working on various projects for View. Nixel 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 Nixel 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 Nixel.
7. DISCLOSURE. Nixel 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. Nixel 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
Nixel, Nixel's employees, if any, and Nixel's agents.
9. ASSIGNMENT. Nixel'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, Nixel 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, Nixel 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 Nixel 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,
Nixel agrees that he will not at any time or in any manner, either directly or
indirectly, use any Information for Nixel's own benefit, or divulge, disclose,
or communicate in any manner any Information to any third party without the
prior written consent of View. Nixel 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 Nixel has
disclosed (or has threatened to disclose) Information in violation of this
Agreement, View shall be entitled to an injunction to restrain Nixel 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.
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, Nixel shall
deliver all records, notes, data, memoranda, models, and equipment of any nature
that are in Nixel's possession or under Nixel'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 Nixel:
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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: /S/ Gunther Than
____________________________________________________
Gunther Than
President
Party providing services:
Nixel Holdings, LLC
/S/ Timothy Rieu
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