View Systems, Inc. [logo]
1550 Caton Center Drive, Suite E
Baltimore, MD 27227
Terms and Conditions of Engagement
The following terms and conditions are applicable to of the Company's rules
and regulation as pertains to a public company, and by accepting engagement,
you (referred to herein as "Consultant") agree to be bound by these terms and
conditions, as well as the terms and conditions separately agreed between you
and the Company regarding duties, compensation, benefits, etc. These terms
are not intended to limit the Company's rights under general principles of law
regarding the matters described below. Consultant and the Company agree that
if the terms contained herein conflict with the terms of the engagement
agreement to which this is annexed, the engagement agreement shall govern.
Consultant shall function as a member of the Advisory Board and shall be
engaged under the terms and conditions as following.
1. Disclosure of Information.
1.1 In the course of Consultant's engagement hereunder, Consultant
will receive, contribute to the production of, or become privy to the
Company's Confidential Information (as hereinafter defined).
1.2 Consultant agrees that during Consultant's engagement by Company
and for a period of three (3) years thereafter, Consultant shall hold in
confidence and shall not directly or indirectly reveal, report, publish, copy,
duplicate, disclose or transfer any of the Confidential Information to any
person or entity, or utilize any of the Confidential Information for any
purpose, except in the course of Consultant's work for Company. Consultant
agrees that during Consultant's engagement by Company and in perpetuity
thereafter, Consultant shall hold in confidence and shall not directly or
indirectly reveal, report, publish, copy, duplicate, disclose, transfer or
otherwise misappropriate any Confidential Information to any person or entity,
or utilize such Confidential Information for any purpose, except within the
course of Consultant's engagement with Company.
1.3 All notes, data, reference materials, sketches, drawings,
memoranda, documentation and records in any form or media in any way
incorporating or reflecting any Confidential Information of Company shall
belong exclusively to Company. Upon termination of his engagement for any
reason, or at any time Company may request prior thereto, Consultant shall
immediately surrender and turn over to Company any of Company's property
whatsoever and all Confidential Information of Company, whether the same be in
writing, print, copy, audio or video tape, computer program or disc, picture,
or any other medium whatsoever, and whether appearing in original documents,
summaries, excerpts, abstracts or other formats, and shall provide Company
with all information necessary to access and use said Confidential
Information. Consultant shall have no right to retain any originals or copies
of the foregoing for any reason whatsoever after termination of his engagement
hereunder without the express prior written consent of Company and, upon
termination, Consultant shall certify in writing that he no longer possesses
and has not distributed or retained any Confidential Information of Company or
any of Company's property whatsoever.
1.4 Notwithstanding the terms of this Agreement, the obligation of
Consultant to protect the confidentiality of any Confidential Information
shall terminate as to any information or materials which: (i) are, or become,
public knowledge through no act or failure to act of Consultant; (ii) are
publicly disclosed by the proprietor thereof; (iii) are lawfully obtained
without obligations of confidentiality by Consultant from a third party after
reasonable inquiry regarding the authority of such third party to possess and
divulge the same; (iv) are independently developed by Consultant from sources
or through persons that Consultant can demonstrate had no access to
Confidential Information; or (v) are lawfully known by Consultant at the time
of disclosure other than by reason of discussions with or disclosures by
Company.
1.5 As used in this Agreement, "Confidential Information" means
information or material, whether oral or written, that is proprietary to
Company or designated (either expressly or by virtue of the manner in which
such information or material is traditionally treated in business settings) as
Confidential Information by Company and not generally known by non-Company
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1 For the stated duties Consultant shall receive 10,000 per month effective
January 2, 2005
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personnel, which Consultant may develop or which Consultant may receive,
obtain knowledge of or become privy to through or as a result of Consultant's
relationship with Company (including information conceived, originated,
discovered or developed in whole or in part by Consultant). "Confidential
Information" includes, but is not limited to, the following types of
information and other information of a similar nature (whether or not reduced
to writing): trade secrets, discoveries, ideas, concepts, software in various
stages of development, designs, drawings, specifications, techniques, models,
data, source code, object code, documentation, diagrams, flow charts,
research, development, processes, procedures, "know-how", marketing techniques
and materials, marketing and development plans, names of consultants and
information related to them, customer names, contacts, and other information
related to customers, price lists, pricing policies, and financial data,
information and projections. "Confidential Information" also includes any
information described above which Company obtains from another party and which
Company treats as proprietary or designates as "Confidential Information",
whether or not owned or developed by Company. Information that is publicly
known and that is generally employed by the trade or generic information or
knowledge which Consultant would have learned in the course of similar work
elsewhere in the trade is not intended to and shall be deemed not to be a part
of the "Confidential Information".
2. Agreement Not to Solicit Customers. Consultant agrees that during his
engagement by Company and for a period of one (1) year following termination
of such engagement for any reason whatsoever, Consultant shall not, either
directly or indirectly, on his own behalf or in the service of or on behalf of
others actively solicit, or attempt to solicit, initiate contact with, or call
upon any clients or actively sought prospective clients of Company with whom
Consultant had material contact during his engagement with Company, for the
purpose of soliciting, selling, diverting to or otherwise providing services
on behalf of any business entity which engages in the business of design,
manufacture or sale of information security technology.
2.1 Material Contact. For purposes of this Agreement, "material
contact" exists between Consultant and each client or actively sought
prospective client of Company with whom Consultant personally interacts on
behalf of Company, whether such interaction is conducted in person, in
writing, by telephone or by other form of communication.
3. Agreement Not to Solicit Consultants. Consultant agrees that during his
engagement by Company and for a period of two (2) years following termination
of such engagement for any reason, he will not, either directly or indirectly,
on his own behalf or in the service of, or on behalf of others, actively
encourage or induce the voluntary termination of, or recruit or hire, or
attempt to recruit or hire, any person(s) then employed by or associated with
Company as an consultant, independent contractor or consultant, whether or not
such recruit or hire is a full-time, part-time or temporary consultant,
independent contractor or consultant of said entities, and whether or not such
engagement is for a determined period or is at-will, for the purpose of
engagement, consultancy, or serving as an independent contractor for, directly
or indirectly, any business entity which engages in the business of design,
manufacture and sale of information security technology.
4. Work Product.
4.1 Consultant agrees that any inventions, ideas, Confidential
Information, or copyrightable or patentable subject matter in whole or in part
conceived or made by consultant during or after the term of his engagement
with Company which are made through the use of any of Company's Confidential
Information or any of Company's equipment, facilities or time, or which result
from any work performed by Consultant for Company (collectively, "Work
Product"), shall belong exclusively to Company and shall be considered part of
the Confidential Information (as the case may be) for purposes of this
Agreement.
4.2 Company, its designees, and its assigns shall have the right to
use and/or to apply for patents, copyrights or other statutory or common law
protections for such Work Product in any and all countries. Consultant shall
provide reasonable assistance to Company (at Company's expense) to obtain and
from time to time enforce patents, copyrights, and other statutory or common
law protections for such Work Product in any and all countries. To that end,
Consultant shall execute, during and after his engagement with Company, all
documents reasonably related to the application, procurement, and enforcement
of patents, copyrights, and other statutory or common law protections, as
Company or its counsel may request, together with any assignments thereof to
Company or its designee.
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4.3 All copyrightable subject matter generated or developed by
Consultant under this Agreement shall be deemed to be work made for hire, and
exclusively the Company shall upon creation, own all such copyrightable
subject matter. In the event that any such copyrightable subject matter may
not be considered work made for hire, then to the fullest extent permitted by
law, Consultant hereby assigns to Company or its designee all ownership of all
copyrights in all such copyrightable subject matter, and Company or its
designee shall have the right to obtain and hold in its own name copyrights,
registrations and similar protections related thereto to the extent available.
5. Conflicts of Interest. During the term of his engagement Consultant
shall not engage in activities or practices involving any possible conflict of
interest. These activities or practices may subject Consultant to
disciplinary action, up to and including termination of engagement.
Consultant should avoid at all times the appearance of, as well as an actual,
conflict of interest.
5.1 Conflicts of interest activities or practices include, but are not
limited to: engaging in business conduct that is damaging to the reputation of
the Company, accepting outside engagement in any organization that does
business with the Company or is a competitor of the Company, investing or
having a financial interest in a private company which does business with the
Company or having stock ownership in a publicly traded company which does
business with the Company if the relationship(s) may influence Consultant's
business decisions (this applies to Consultant and to close relatives and is
applicable at the time of hire and at any time during the course of
engagement). If an individual does own stock in a company that does business
with the Company, the relationship should be disclosed upon engagement and all
significant business dealings with that company will be reviewed.
5.2 Consultant may not accept gifts from any person or company doing
or seeking to do business with the Company. Consultants are allowed to accept
advertising novelties and other gifts of nominal value.
5.3 Consultant may not give, offer, or promise, directly or
indirectly, anything of value to any representative of any company doing
business with the Company.
5.4 Consultant may not select vendors on the basis of anything other
the merit of their products or services.
5.5 Discussing company information with the press without prior
authorization from management is also a conflict of interest.
6 Outside Engagement. Unless agreed otherwise in writing, the
Company does not expect that Consultant's full time and effort will be devoted
to Consultant's duties for the Company; in addition, the Company recognizes
that Consultant will hold outside engagement, which does not interfere with
Consultant's completion of duties owed to the Company.
7. MISCELLANEOUS
7.1 Severability. Should any provision of this Agreement be declared
or be determined by any court of competent jurisdiction to be illegal or
invalid, said court is hereby authorized and instructed to modify said
provision, if possible, so as to make said provision legal or valid; however,
the remaining parts, terms or provisions shall not be affected thereby; and
said illegal or invalid part, term or provision shall be deemed not to be a
part of this Agreement.
7.2 Pronouns. Pronouns used herein shall be construed as masculine,
feminine, or neuter, and both singular and plural, as the context may require,
and the term "person" shall include an individual, Company, association,
partnership, trust, and other organization.
7.3 No Waiver. Neither Party shall be deemed to waive any of its
rights, powers or remedies hereunder unless such waiver is in writing and
signed by said Party. No delay or omission by either Party in exercising any
of said rights; powers or remedies shall operate as a waiver thereof. Nor
shall a waiver signed by either Party of any breach of the covenants,
conditions, or agreements binding on the other Party on one occasion be
construed as a waiver or consent to such breach on any future occasion or a
waiver of any other covenant, condition, or agreement herein contained.
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7.4 Paragraph Headings. Paragraph headings contained in this
Agreement are for convenience only and shall in no way be construed as a part
of this Agreement.
7.5 Governing Law; Arbitration. The terms of Consultant's engagement
with the Company shall be governed by and interpreted in accordance with the
laws of the State of Florida applicable to agreements made and wholly to be
performed therein. Any controversy or claim arising out of or related to
this Agreement or the breach thereof shall be settled by binding arbitration
in the Arbitration Location (as hereinafter determined) in accordance with the
Commercial Arbitration Rules of the American Arbitration Association, and
judgment on the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof; provided, however, that, in the event of a
breach of Consultant's obligation hereunder, Company shall be entitled to seek
injunctive relief in any court of competent jurisdiction. The Arbitration
Location shall be (i) the city in which Consultant's principal place of
performance of the Duties hereunder is located, if such city is a Qualified
City, or (ii) if no city qualifies as an Arbitration Location pursuant to (i)
above, the Qualified City nearest to the city in which Consultant's principal
place of performance of the Duties hereunder is located, as measured by
airline mileage. "Qualified City" shall mean a city (i) in which Company
maintains a place of business, and (ii) which is located in a state in which
Company is either (a) incorporated, or (b) qualified to transact business as a
non-resident Company (as defined under applicable state law).
CONSULTANT ACKNOWLEDGES THAT HE HAS READ AND UNDERSTANDS THESE TERMS AND
CONDITIONS OF ENGAGEMENT AND AGREES THAT THESE TERMS AND CONDITIONS ARE
NECESSARY FOR THE REASONABLE AND PROPER PROTECTION OF THE COMPANY'S
BUSINESS. CONSULTANT FURTHER ACKNOWLEDGES THAT THE COMPANY HAS ADVISED
HIM THAT HE IS ENTITLED TO HAVE THIS AGREEMENT REVIEWED BY AN ATTORNEY
OF HIS SELECTION PRIOR TO SIGNING, AND HE HAS EITHER DONE SO OR ELECTED
TO FOREGO THAT RIGHT.
VIEW SYSTEMS
INCORPORATED CONSULTANT
By: /s/ Gunther Than /s/ John F. Alexander
Name: Gunther Than John F. Alexander Ph.D. P.E
Title: CEO 4236 NW 58th Way
Gainesville, FL 32606
Date: Oct. 6, 2005
Date: 10-6-05
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