Exhibit (10)(b)
CONSULTING AGREEMENT
Agreement dated as of April 11, 2002, by and between MURRAY UNITED
DEVELOPMENT CORP., a corporation duly organized and existing under the laws of
the State of Delaware, hereinafter referred to as "Company", and NEWELL E.
DIMEN, hereinafter referred to as "Consultant".
RECITALS
A. Company wishes to contract with Consultant for the services of
Consultant.
B. Consultant is willing and qualified to perform services for the
Company as described herein.
In consideration of the above recitals, the terms and covenants of this
agreement, and other valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:
SECTION ONE
SERVICES
Consultant shall assist the Company in (a) research and development of
methods of using the Klenz-Safe cleaning product for reducing or eliminating
pollutants from building air; (b) research and development of other uses for the
Klenz-Safe cleaning product; and (c) marketing all technologies using the
Klenz-Safe cleaning product. Company shall have sole discretion to establish the
minimum standards necessary for the performance of the services to be rendered
by Consultant under and pursuant to this agreement.
SECTION TWO
COMPENSATION
Company shall compensate the Consultant by issuing two hundred fifty
thousand (250,000) shares of its Common Stock to Consultant. Such shares shall
be "restricted" securities under federal and state securities laws and may
therefore not be sold or otherwise transferred unless an exemption from the
registration requirements of applicable securities laws.
SECTION THREE
CONFIDENTIALITY
Consultant agrees that (a) all knowledge and information that
Consultant may receive from Company or from its employees or other consultants
of Company, or by virtue of the performance of services under and pursuant to
this agreement, relating to inventions, products, processes, machinery,
apparatus, prices, business affairs, future plans, or technical data that belong
to Company or those with whom Company has contracted regarding such information,
and (b) all information provided by Consultant to Company in reports of work
done, together with any other information acquired by or as direct result of
employment of Consultant by the Company shall for all time and for all purposes
be regarded by Consultant as strictly confidential and held by Consultant in
confidence, and solely for Company's benefit and use, and shall not be used by
Consultant or directly or indirectly disclosed by Consultant to any person
whatsoever except to Company or with Company's prior written permission.
SECTION FOUR
INVENTIONS AND COPYRIGHTABLE WORKS
A. Consultant further agrees that Consultant will promptly communicate
and disclose to Company all computer programs, documentation, software, and
other copyrightable works (hereinafter called "copyrightable works"), and all
discoveries, improvements, and inventions (hereinafter called "inventions")
conceived, reduced to practice, or made by Consultant (1) relating to Company's
manufacturing or other processes or procedures or to machinery or apparatus
useful in connection therewith, or (2) relating to Company's investigations or
to the nature of its business at the time of the invention, including but not
limited to the Company's research relating to the use of the Klenz-Safe solution
to the reduction or elimination of pollutants and contaminants from building
air, or (3) resulting from or related to any work Consultant may do on behalf of
Company or at its request. All such inventions and copyrightable works that
Consultant is obligated to disclose shall be and remain entirely the property of
Company or its nominees, successors, or assigns. It is agreed that all
copyrightable works and inventions are works made for hire and shall be the
exclusive property of Company. Further, Consultant agrees to assign and hereby
assigns to Company any rights he may have in such works. Such assignment
includes any rights in the inventions and copyrightable works described in this
Paragraph A that may have accrued to Consultant since January 1, 2002.
B. Consultant and its agents will assist Company and its nominees,
successors, or assigns, on request, during and following the term of this
agreement, at Company's expense, to obtain and maintain for its own benefit,
patents and/or copyright registrations for any such inventions and or
copyrightable works in any and all countries. Such assistance shall include, but
not be limited to, executing and delivering specific assignments of any such
inventions or copyrightable works and all domestic and foreign patent rights and
copyrights therein, and all other papers and documents that relate to securing
and maintaining such rights, and performing all other lawful acts, as may be
deemed necessary or advisable by Company or its nominees, successors, or
assigns.
SECTION FIVE
DURATION AND TERMINATION
This agreement shall be deemed to have been effective as of January 1,
2002 and shall continue until the services described in Section One hereof have
been completed or until April 11, 2003, whichever occurs first. The obligations
of Consultant under Sections Three and Four above, shall survive any expiration
or termination of this agreement. On termination of this agreement, Consultant
will return to Company all written information, drawings, models, and other
materials or files supplied to Consultant or created by Consultant at the
expense of Company.
=
SECTION SIX
ASSIGNMENT
The rights and obligations of Consultant under this agreement are
personal to Consultant and may not be assigned or transferred to any other
person, firm or corporation without the prior express and written consent of
Company.
SECTION SEVEN
ENTIRE AGREEMENT; MODIFICATIONS
The agreement shall constitute the entire agreement between the parties
and any prior understanding or representation of any kind preceding the date of
this agreement shall not be binding upon either party except to the extent
incorporated in this agreement. Any modification of this agreement or additional
obligation assumed by either party in connection with this agreement shall be
binding only if evidenced in writing signed by each party or an authorized
representative of each party.
SECTION EIGHT
GOVERNING LAW
It is agreed that this agreement shall be governed by, construed, and
enforced in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, each party to this agreement has caused it to be
executed as of the date contained in the first sentence of this Agreement and to
be effective as of the date specified in Section Five hereof.
/s/ NEWELL E. DIMEN
-------------------------------
NEWELL E. DIMEN
MURRAY UNITED DEVELOPMENT CORP.
By: /s/ DWIGHT FOSTER
-------------------------------------------
DWIGHT FOSTER, Chief Executive Officer