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CONSULTING AGREEMENT
This Agreement is entered into as of July 1, 2000, by and between Byzantine Ventures, Inc., a Delaware corporation (the "Company"), and Gregory Schilling ("Consultant") (collectively the "Parties"). The Parties agree as follows:
Various financial and operating data and other proprietary and confidential information of the Company, its Portfolio Companies (defined below) and Affiliates, consisting of investment methods and contacts; marketing data; equipment; documents; files; electronically recordable data or concepts; computer software and hardware; inventions; improvements; books; papers; compilations of information; records; specifications; names, addresses, names of agents and employees, marketing methods, practices, financial condition and related information regarding the Company's existing and potential Affiliates and Portfolio Companies; costs of materials; prices the Company obtains or has obtained or at which it sells, has sold or intends to sell its services; lists or other written records used in the Company's business; information regarding the Company's financial condition; compensation paid to the Company's consultants and employees and other terms of engagement or employment; and any of the foregoing that may have been or may be conceived, originated, discovered or developed by the Company or Consultant or any other employee or consultant of the Company while employed or engaged by the Company or on the basis of or using any Confidential Matter.
All of the foregoing are owned and held in strict confidence by the Company or its Portfolio Companies or Affiliates to which the Company has a duty of confidentiality. Nevertheless, "Confidential Matter" excludes any of the foregoing that has entered the public domain through no fault of Consultant, that an authorized executive officer of the Company has authorized for public dissemination, that was known to or possessed by Consultant prior to his engagement by the Company and other than through disclosure or delivery by the Company, or that was learned or obtained by Consultant from sources having no duty of confidentiality to the Company or any of its Portfolio Companies or Affiliates and were or are unconnected with and unrelated to his engagement by the Company.
Consultant therefore further acknowledges and agrees that he will not at any time during his engagement with the Company directly or indirectly own an interest in, join, operate, control, participate in or be connected, as an officer, director, manager, employee, agent, independent contractor, consultant, member, partner, shareholder (except as a shareholder of a corporation in the management and affairs of which Consultant has no control and which is the issuer of shares that are actively traded in a national securities market) or principal, with any corporation, limited liability company, partnership, proprietorship, association or other entity or person engaged in developing, producing, providing, soliciting orders for, selling, distributing or marketing services that directly or indirectly compete with the Company's services or other business, in any markets in which the Company is now doing business, contemplates doing business or does business during his engagement, or directly or indirectly take or permit any action in preparation to do any of the foregoing. As further protection for the Confidential Matter, Consultant agrees that he will not, directly or indirectly, and whether or not for compensation, divert or attempt to divert from the Company any business in which the Company is engaged or contemplates engaging or induce or attempt to induce any employee of the Company to leave the Company's employ or any consultant of the Company to terminate engagement with the Company.
COMPANY: CONSULTANT:
Byzantine Ventures, Inc.
By:
Robert D. Leppo Gregory Schilling
President
EXHIBIT A
Description of Services. Consultant will assist the Company in providing the managerial assistance to the Portfolio Companies contemplated by the Investment Company Act of 1940, including but not limited to meeting with senior management, attending and participating in board meetings and reviewing and commenting upon business plans, proposals, financial statements and other written materials provided by Portfolio Companies. Consultant shall not be obligated to devote more than 20% of Consultant's business time to rendering the Services.
Compensation. The Company shall pay Consultant $2,000 per month for the Services satisfactorily performed by Consultant, pursuant to the terms and conditions set forth in this Agreement.
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