EXHIBIT 10.1
Consultant Agreement
THIS AGREEMENT is by and between WORLDWIDE WEB DESIGNERS, INC. (hereinafter
"Consultant") and , e-PAWN, Inc. (hereinafter "Company").
WHEREAS, Consultant has expertise in the area of computer programming,
website design, and e-commerce marketing; and
WHEREAS, Company wants Consultant to provide services to Company in the
above- identified area and Consultant has expressed a willingness to provide
such services to Company.
NOW, THEREFORE, in consideration of the terms and conditions contained
herein, the parties hereto agree as follows:
1. Consultant agrees to provide consulting services to Company in the area
of computer programming during the period from January 1, 2000 to December
31, 2005, or over another mutually agreeable period. Either party may terminate
this Agreement by giving the other party 180 days' written notice of its intent
to terminate the Agreement. Consultant's services shall be scheduled by mutual
agreement.
2. Company agrees to pay Consultant a fee of $50,000.00 per month for
consulting services performed under the terms of this Agreement and to reimburse
Consultant for all pre- approved expenses incurred in the performance of
services under this Agreement, including third party consultants, travel, and
contract services.
3. In connection with the acquisition of the Company by Wasatch
International Corp., the Company shall arrange for Wasatch International Corp.
to issue all of the shares available under its Stock Program and covered by its
S-8 Registration Statement to Worldwide Web Designs, Inc. and Jenny Martin and
Steve Bazsuly in consideration for consulting services related to this
transaction. In addition, the Company will adopt an incentive compensation and
stock program for key employees and consultants.
4. Consultant agrees to disclose promptly and in writing to Company all
inventions, discoveries, improvements or designs that are conceived or made by
Consultant based upon services provided to Company under this Agreement or upon
information to which Consultant has access to as a result of visitations to
Company facilities or discussions with Company employees. Consultant agrees that
such inventions, discoveries, improvements or designs shall be the exclusive
property of Company, whether or not patent applications are filed thereon.
Consultant hereby assigns to Company all rights, title, and interest in and to
such inventions, discoveries, improvements, and designs.
5. Consultant agrees to perform any acts and execute at Company's request,
and at no expense to Consultant, any and all papers and instruments that Company
considers reasonably necessary to perfect and protect Company's rights, title,
and interest in and to inventions, discoveries, improvements, and designs
covered by Paragraph 4 above.
6. Consultant agrees that, unless expressly authorized by Company to do so,
Consultant shall not either during or after completion of services for Company,
except as provided for herein, (a) disclose to any third party, (b) use for
Consultant's benefit or the benefit of others, or (c) publish information that
is secret or confidential to Company (hereinafter "Information"). Such
Information includes, but is not limited to, information disclosed by Company to
Consultant in connection with this Agreement, whether written, oral, or obtained
by viewing Company's premises, data, and information generated as a result of
the Consultant's services to Company, computer programs,
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knowledge, and data relating to processes, machines, compounds and compositions,
formulae, research efforts, business plans and marketing and sales information
originated, owned, controlled, or possessed by Company. This obligation of
confidentiality and nonuse shall not apply to (a) Information that at the time
of the disclosure is in the public domain; (b) Information that, after
disclosure, becomes part of the public domain by publication or otherwise,
except by breach of this Agreement by Consultant; (c) Information that
Consultant can establish by reasonable proof was in Consultant's possession at
the time of disclosure; or (d) Information that Consultant receives from a third
party who has a right to disclose it to Consultant.
7. Consultant agrees that items (including, but not limited to, products,
data sheets, reports, memoranda, notes, records, plots, sketches, plans, and
other tangible items) that Consultant possesses, or to which Consultant is given
access, as a direct result of contacts with and services for Company shall at
all times be recognized as the exclusive property of Company. Consultant further
agrees that at no time, without express authorization from Company, shall
Consultant make such items available to third parties and that Consultant shall,
upon termination or expiration of this Agreement, deliver promptly to Company
any such items (including copies thereof) that are in Consultant's possession.
8. Consultant agrees that all writings, reports, drawings, models,
photographs, engineering drawings, sketches, sound recordings, audio visual
recordings, and other creative works prepared by Consultant under this Agreement
shall be deemed to have been prepared for Company and shall be considered as a
work made for hire and all rights and the copyright therefore shall be owned by
Company. Consultant hereby assigns to Company all rights, title, and interest in
and to said copyright in the United States and elsewhere, including all rights
to registration, publication, rights to create derivative works, and all other
rights that are incident to copyright ownership. In the event that any court
holds such creative works not to be works for hire, Consultant agrees to assign
such creative works to Company at Company's request in consideration of the
consulting fees paid hereunder.
9. Consultant agrees that the fees, reimbursement of expenses, and other
compensation received pursuant to the terms herein shall be full consideration
and compensation for Consultant's services and for inventions, copyrights,
discoveries, improvements, designs, and other creative works assigned by
Consultant to Company hereunder.
10. Consultant understands and agrees that any information given or
disclosed by Consultant to Company during service to Company and discussions
with Company employees shall be deemed to have been given to Company voluntarily
and not in confidence, unless otherwise designated.
11. Consultant represents and warrants to Company that Consultant has the
right to enter into this Agreement without breaching or violating any fiduciary,
contractual, or statutory obligations owed to another.
12. All notices and other communications to Company regarding the
consulting services provided for herein shall be addressed to:
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Name: e-Pawn, Inc.
Address: [email protected]
Attention: Steve Bazsuly
and shall be designated as confidential. All notices and other communications to
Consultant regarding the consulting services provided for herein shall be
addressed to:
Name: Worldwide Web Designers, Inc.
Address: [email protected]
Attention: Jenny Martin
13. Nothing in this Agreement is intended or shall be deemed to constitute
a partnership, agency, employer-employee, or a joint venture relationship
between Consultant and Company. Consultant will be regarded as an independent
contractor in all matters pertaining to services performed for Company. Neither
party shall incur any liabilities or any obligation of any kind (express or
implied) for the other, except to the extent, if at all, specifically provided
herein. It is understood that Consultant will be responsible for all income,
social security, self-employment, payroll, and any other state and federal
taxes.
14. This Agreement is divisible and separable. If any provision of this
Agreement is held to be or becomes invalid, illegal, or unenforceable, such
provision or provisions shall be reformed to approximate as nearly as possible
the intent of the parties, and the remainder of this Agreement shall not be
affected thereby and shall remain valid and enforceable to the greatest extent
permitted by law.
15. This Agreement may be amended or modified only by an instrument in
writing duly executed by the parties hereto.
16. The provisions relating to limited use of information, confidentiality,
inventions, discoveries, improvements, or designs shall survive the expiration
or termination of this Agreement.
17. The terms of this Agreement may be waived only by a written instrument
expressly waiving such term or terms and executed by the party waiving
compliance, except as provided for in Paragraph 4 relating to inventions. The
waiver of any term or condition of this Agreement by either party hereto shall
not constitute a modification of this Agreement, nor prevent a party hereto from
enforcing such term or condition in the future with respect to any subsequent
event, nor shall it act as a waiver of any other right accruing to such party
hereunder.
18. This Agreement shall be construed according to the laws of the state of
Florida.
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19. This Agreement embodies the entire understanding between the parties
and supersedes and replaces any and all prior understandings, arrangements,
and/or agreements, whether written or oral, relating to the subject matter
hereof.
20. This Agreement shall be binding upon and inure to the benefit of the
parties hereto, their respective heirs, executors, administrators, successors,
and permitted assigns, provided, however, that this Agreement and the
obligations hereunder shall not be delegated or assigned by Consultant without
prior written permission from Company.
21. Each party agrees not to use the name of the other party in any
commercial activity, advertising, or sales brochures except with the prior
written consent of the other party.
22. Each party shall, at the request of the other party, execute any
document reasonably necessary to implement the provisions of this Agreement.
23. This Agreement may be signed in two counterparts, provided that each
party receives a copy fully signed by the other party.
IN WITNESS WHEREOF, the parties caused this Agreement to be duly executed
by their duly authorized representatives.
WORLDWIDE WEB DESIGNERS, INC.
BY /S/ JENNIFER MARTIN
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Jenny Martin
E-PAWN, INC.
BY /S/ STEVE BAZSULY
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Steve Bazsuly
