Sample Business Contracts

Independent Consultant Services Agreement - 1st Step Inc. and Shaun Edwardes

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This agreement ("Agreement") is made by and between 1st Step, Inc., a Delaware
corporation ("1st Step"), and Shaun Edwardes, an individual ("Consultant") and
is effective as of Feb 18th 2002 ("Effective Date").

1.       ENGAGEMENT OF SERVICES. Herein is a description of the services to be
         provided by Consultant pursuant to the terms of this Agreement
         ("Consulting Services"). Consultant hereby agrees to utilize his best
         efforts in performing the Consulting Services.

2.       COMPENSATION. The Consultant's compensation for the Consulting Services
         is will be a total fee of $84,000.

3.       INDEPENDENT CONTRACTOR RELATIONSHIP. Consultant's relationship with 1st
         Step is that of an independent contractor, and nothing in this
         Agreement is intended to, or should be construed to, create a
         partnership, agency, joint venture or employment relationship.
         Consultant will not be entitled to any of the benefits that 1st Step
         may make available to its employees, including, but not limited to,
         group health or life insurance, profit sharing or retirement benefits.
         Consultant is not authorized to make any representation, contract or
         commitment on behalf of 1st Step unless specifically requested or
         authorized in writing to do so by a 1st Step manager. Consultant is
         solely responsible for, and will file, on a timely basis, all tax
         returns and payments required to be filed with, or made to, any
         federal, state or local tax authority with respect to the performance
         of services and receipt of fees under this Agreement. Consultant is
         solely responsible for, and must maintain adequate records of, expenses
         incurred in the course of performing services under this Agreement. No
         part of Consultant's compensation will be subject to payroll taxes. 1st
         Step will regularly report amounts paid to Consultant by filing Form
         1099-MISC with the Internal Revenue Service.



                  4.1.a.   Intellectual Property. "Intellectual Property"
                           includes any and all articles, new or useful art,
                           discoveries, improvements, technical developments,
                           know-how, formulae, processes, manufacturing
                           techniques, trade secrets, ideas, or inventions,
                           whether or not patentable and all copyrightable
                           works, designs, maskworks, trademarks, patents,
                           patent applications, artwork and software, that
                           Consultant, solely or jointly with others, makes,
                           conceives or reduces to practice within the scope of
                           Consultant's work for 1st Step under this Agreement.

                  4.1.b.   Disclosure and Ownership of Intellectual Property.
                           Consultant agrees to make and maintain adequate and
                           current records of all inventions, which records
                           shall be and remain the property of 1st Step.
                           Consultant agrees to promptly disclose every
                           invention to 1st Step. Consultant hereby assigns and
                           agrees to assign to 1st Step or its designee its
                           entire right, title and interest worldwide in all
                           Intellectual Property.

                  4.1.c.   Assistance. Consultant agrees to execute upon 1st
                           Step's request a signed transfer of ownership to 1st
                           Step for all, inventions and all works subject to
                           copyright protection, including, but not limited to,
                           content articles, computer programs, notes, sketches,
                           drawings and reports. Consultant agrees to assist 1st
                           Step in any reasonable manner to obtain and enforce
                           1st Step's benefit patents, copyrights, maskworks,
                           and other property rights in any and all countries,
                           and Consultant agrees to execute, when requested,
                           patent, copyright or similar applications and
                           assignments to 1st Step and any other lawful
                           documents deemed necessary by 1st Step to carry out
                           the purpose of this Agreement. If called upon to
                           render assistance under this paragraph, Consultant
                           will be entitled to a fair and reasonable fee in
                           addition to reimbursement of authorized expenses
                           incurred at the prior written request of 1st Step. In


                           the event that 1st Step is unable for any reason to
                           secure Consultant's signature to any document
                           required to apply for or execute any patent,
                           copyright, maskwork or other applications with
                           respect to any Intellectual Property (including
                           improvements, renewals, extensions, continuations,
                           divisions or continuations in part thereof),
                           Consultant hereby irrevocably designates and appoints
                           1st Step and its duly authorized officers and agents
                           as its agents and attorneys-in-fact to act for and in
                           its behalf and instead of Consultant, to execute and
                           file any such application and to do all other
                           lawfully permitted acts to further the prosecution
                           and issuance of patents, copyrights, maskworks or
                           other rights thereon with the same legal force and
                           effect as if executed by Consultant.


                  4.2.a.   Definition of Confidential Information. "Confidential
                           Information" as used in this Agreement shall mean any
                           and all technical and non-technical information and
                           proprietary information, including without
                           limitation, techniques, sketches, drawings, models,
                           Intellectual Property, apparatus, equipment,
                           algorithms, software programs and software source
                           code documents, related to the current, future and
                           proposed products and services of 1st Step, its
                           suppliers and customers, 1st Step's information
                           concerning research, experimental work, development,
                           design details and specifications, engineering
                           information, financial information, procurement
                           requirements, purchasing and manufacturing
                           information, customer lists, business forecasts,
                           sales and merchandising and marketing plans and

                  4.2.b.   Nondisclosure and Nonuse Obligations. Consultant will
                           use the Confidential Information solely to perform
                           Consulting Services for the benefit of 1st Step.
                           Consultant agrees that it shall treat all
                           Confidential Information of 1st Step with the same
                           degree of care as it accords to its own Confidential
                           Information, and Consultant represents that it
                           exercises reasonable care to protect its own
                           Confidential Information, and Consultant represents
                           that it exercises reasonable care to protect its own
                           Confidential Information. If Consultant is not an
                           individual, Consultant agrees that it shall disclose
                           Confidential Information only to those employees who
                           need to know such information and certifies that such
                           employees have previously agreed, either us a
                           condition of employment, or in order to obtain the
                           Confidential Information, to he bound by terms and
                           conditions substantially similar to those of this
                           Agreement. Consultant agrees not to communicate any
                           information to 1st Step in violation of the
                           Proprietary rights of any third party. Consultant
                           will immediately give notice to 1st Step of any
                           unauthorized use or disclosure of the Confidential
                           Information. Consultant agrees to assist 1st Step in
                           remedying any such unauthorized use or disclosure of
                           the Confidential Information.

                  4.2.c.   Exclusions from Nondisclosure Obligations.
                           Consultant's obligations under Paragraph 4.2(b)
                           ("Nondisclosure") with respect to Confidential
                           Information shall terminate when Consultant can
                           document that: (a) the information was in the public
                           domain at or subsequent to the time it was
                           communicated to Consultant by the disclosing party
                           through no fault of Consultant; (b) the information
                           was rightfully in Consultant's possession free of any
                           obligation of confidence at or subsequent to the time
                           it was communicated to Consultant by the disclosing
                           party; or (c) the information was developed by
                           employees or agents of Consultant independently of
                           and without reference to any information communicated
                           to Consultant by the disclosing party. If Consultant
                           is required to disclose the Confidential Information
                           in response to a valid order by a court or other
                           government body, or as otherwise required by law or
                           as necessary to establish the rights of either party
                           under this Agreement, Consultant agrees to provide
                           1st Step with prompt written notice so as to provide
                           1st Step with a reasonable opportunity to protect
                           such Confidential Information.

                  4.2.d.   Disclosure of Third Party Information. Neither party
                           shall communicate any information to the other in
                           violation of the proprietary rights of any third


         4.3.     RETURN OF 1ST STEP'S PROPERTY. All materials (including,
                  without limitation, content articles, source code, documents,
                  drawings, models, apparatus, sketches, designs and lists)
                  furnished to Consultant by 1st Step, whether delivered to
                  Consultant by 1st Step or made by Consultant in the
                  performance of services under this Agreement (collectively
                  referred to as the "1st Step Property") are the sole and
                  exclusive property of 1st Step and/or its suppliers or
                  customers. Consultant agrees to keep all 1st Step property at
                  1st Step's premises unless otherwise permitted in writing by
                  1st Step. Consultant agrees to promptly deliver the original
                  and any copies of the 1st Step Property to 1st Step at any
                  time upon 1st Step's request. Upon termination of this
                  Agreement by either party for any reason, Consultant agrees to
                  promptly deliver to 1st Step or destroy, at 1st Step's option,
                  the original and any copies of the 1st Step Property. Within
                  five (5) days after the termination of this Agreement,
                  Consultant agrees to certify in writing that Consultant has so
                  returned or destroyed all such 1st Step Property.

         4.4.     OBSERVANCE OF 1ST STEP RULES. At all times while on 1st Step's
                  premises, Consultant will observe 1st Step's rules and
                  regulations with respect to conduct, health and safety and
                  protection of persons and property.

5.       NO CONFLICT OF INTEREST. During the term of this Agreement, Consultant
         will not accept work, enter into a contract, or accept any obligation,
         inconsistent or incompatible with Consultant's obligations, or the
         scope of services rendered for 1st Step, under this Agreement.
         Consultant warrants that, to the best of its knowledge, there is no
         other contract or duty on Consultant's part, which conflicts with or is
         inconsistent with this Agreement. Consultant agrees to indemnify 1st
         Step from any and all loss or liability incurred by reason of the
         alleged breach by Consultant of any services agreement with any third


         6.1.     TERM. This Agreement is effective as of the Effective Date set
                  forth below.

         6.2.     TERMINATION. Either party may terminate this Agreement, with
                  or without cause, at any time upon fifteen (15) days' prior
                  written notice to the other party. In the event of
                  termination, Consultant's stock options shall immediately stop

         6.3.     SURVIVAL. The rights and obligations contained in Sections 4
                  ("Intellectual Property Rights") and 7 ("Noninterference with
                  Business") will survive any termination or expiration of this

7.       NONINTERFERENCE WITH BUSINESS. During this Agreement, and for a period
         of two years immediately following its termination, and for a period of
         two years immediately following its termination, Consultant agrees not
         to interfere with the business of 1st Step in any manner. By way of
         example and not of limitation, Consultant agrees not to solicit or
         induce any employee or independent Consultant to terminate or breach an
         employment, contractual or other relationship with 1st Step.

8.       SUCCESSOR AND ASSIGNS. Consultant may not assign this Agreement or
         subcontract or otherwise delegate its obligations under this Agreement
         without 1st Step's prior written consent. Subject to the foregoing,
         this Agreement will be for the benefit of 1st Step's successors and
         assigns, and will be binding on Consultant's assignees.

9.       CONSEQUENTIAL DAMAGES. Neither party will be liable to the other for
         any consequential, special or incidental.

10.      NOTICES. Any notice required or permitted by this Agreement shall be in
         writing and shall be delivered as follows with notice deemed given as
         indicated: (I) by personal delivery when delivered personally; (ii) by
         overnight courier upon written verification of receipt; iii) by
         telecopy or facsimile transmission upon acknowledgment of receipt of
         electronic transmission; or (iv) by certified or registered mail,
         return receipt requested, upon verification of receipt. Notice shall be
         sent to the addresses set forth above or such other address as either
         party may specify in writing.


11.      GOVERNING LAW. This Agreement shall he governed in all respects by the
         laws of the United States of America and by the laws of the State of
         California, excluding California's conflict of law provisions.

12.      SEVERABILITY. Should any provisions at this Agreement be held by a
         court of law to be illegal, invalid or unenforceable, the legality,
         validity and enforceability of the remaining provisions of this
         Agreement shall not be affected or impaired thereby.

13.      WAIVER. The waiver by 1st Step of a breach of any provision of this
         Agreement by Consultant shall not operate or be construed as a waiver
         of any other or subsequent breach by Consultant.

14.      INJUNCTIVE RELIEF FOR BREACH. Consultant's obligations under this
         Agreement are of a unique character that gives them particular value;
         breach of any of such obligations will result in irreparable and
         cont8inuing damage to 1st Step or which there will be no adequate
         remedy at law; and, in the event of such breach, 1st Step will be
         entitled to injunctive relief and/or a decree for specific performance,
         and such other and further relief as may be proper (including monetary
         damages if appropriate).

15.      ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
         between the parties relating to this subject matter and supersedes all
         prior or contemporaneous oral or written agreements concerning such
         subject matter. The terms of this Agreement will govern all Project
         Assignments and services undertaken by Consultant for 1st Step. This
         Agreement will govern all Project Assignments and services undertaken
         by Consultant for 1st Step. This Agreement may only be changed by
         mutual agreement of authorized representatives of the parties in

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                  "1st Step"                                  "Consultant"

                  1st Step, Inc.,
                  a Delaware Corporation

                  /S/ CORBIN BERNSEN                          /S/ SHAUN EDWARDES
                  ------------------                          ------------------
                  By: CORBIN BERNSEN                          Shaun Edwardes
                  Its: President