Consulting Agreement - Markland Technology Inc. and Robert Tarini
CONSULTING AGREEMENT
CONSULTING AGREEMENT (this "AGREEMENT") dated as of January 1, 2003,
between Markland Technology, Inc. (including, as the context may require, its
subsidiaries, the "COMPANY"), a Florida corporation, and Robert Tarini, (the
"CONSULTANT"), located at ----.
WHEREAS, the Company wishes to employ the CONSULTANT to render services
for the Company on the terms and conditions set forth in this Agreement, and the
Consultant wishes to be retained and employed by the Company on such terms and
conditions.
NOW, THEREFORE, in consideration of the premises, the mutual agreements
set forth below and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:
1. ENGAGEMENT - The Company hereby employs the Consultant, and the Consultant
accepts such engagement and agrees to perform services for the Company, for
the period and upon the other terms and conditions set forth in this
Agreement.
2. TERM - Unless terminated at an earlier date in accordance with Section 8 of
this Agreement or otherwise extended by agreement of the parties, the term
of the Consultant's engagement hereunder shall be for a period of three
years, commencing on January 1, 2003. The period of engagement may be
extended by written agreement or e-mail between the parties, provided that
certain provisions relating to compensation may change upon commencement of
any extension hereto.
3. POSITION AND DUTIES
(a) SERVICE WITH COMPANY - During the term of the Consultant's engagement,
the Consultant agrees to perform such reasonable services as the Board
of Directors of the Company shall assign to Consultant from time to
time. The Consultant shall commence as a Director and an officer of
the Company with the title of Chairman of the Board of Directors.
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(b) PERFORMANCE OF DUTIES - The Consultant agrees to serve the Company
faithfully and to the best of Consultant's ability and to devote a
reasonable amount of time, attention and efforts to the business and
affairs of the Company during Consultant's engagement by the Company.
The Consultant hereby confirms that Consultant is under no contractual
commitments inconsistent with Consultant's obligations set forth in
this Agreement and that during the term of this Agreement, Consultant
will not render or perform services for any other corporation, firm,
entity or person, which are inconsistent with the provisions of this
Agreement. While Consultant remains employed by the Company, the
Consultant may participate in reasonable professional, charitable,
and/or personal investment activities so long as such activities do
not interfere with the performance of Consultant's obligations under
this Agreement.
4. COMPENSATION
(a) BASE CONSIDERATION - As compensation for services to be rendered by
the Consultant under this Agreement, the Company shall pay to the
Consultant during the initial ninety (90) day term a base payment of
$10,000 gross per month, and, unless modified, (ii) during any
extensions of the initial term a base payment of $10,000 gross per
month, minus deductions and withholdings, which payment shall be paid
on a monthly basis in arrears in accordance with the Company's normal
procedures and policies.
(b) INCENTIVE COMPENSATION - In addition to the base payment, the
Consultant shall be eligible to participate in any bonus or incentive
compensation plans that may be established by the Board of Directors
of the Company from time to time applicable to the Consultant's
services.
(c) EXPENSES- The Company will pay or reimburse the Consultant for all
reasonable and necessary out-of-pocket expenses incurred by Consultant
in the performance of Consultant's duties under this Agreement,
subject to the Company's normal policies for expense verification.
(d) INITIAL GRANT OF STOCK - The company agrees to CONDITIONALLY grant to
Consultant shares of common stock in the Company (the "Common Stock")
equivalent to an accumulated total of 1.67% ("Stock Percentage") of
the Common Stock Equity of the Company (defined below) calculated as
of December 31, 2003 ("Final Date"). A portion of the stock grant is
earned upon contract signing and the remaining portion of the stock
grant will be based on PERFORMANCE CRITERIA achieved by the Company as
defined below. The number of shares of Common Stock reflected by the
Stock Percentage ("Consultant's Shares") shall be calculated against
all issued and outstanding capital stock or other equity or conversion
right in the Company. With respect to any convertible stock of the
Company, including without limitation preferred stock classes C and D,
and any other conversion right, the calculation determining the number
of Consultant's Shares shall be made as if each such conversion had
taken place in accordance with the conversion rights associated with
such security, (without regard to limitations on the number of shares
that may be converted in a single instance or in a defined period), on
the Final Date ("Imputed Conversion"). The price of the Common Stock
to be used for calculating the Imputed Conversion shall be the average
price of the Common Stock for the 10 business days prior to the Final
Date reflected on the NASD/OTCBB Market or if the Common Stock is no
longer listed on that market, the principal securities exchange or
trading market on which the Common Stock is listed or traded,
including the pink sheets. The final calculation of the total number
of Consultant's Shares shall be made within fifteen days of the Final
Date, in accordance with the following formula ("Formula"):
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Total # Consultant's Shares = .0167 x the Equity
The Equity = total Common Shares outstanding as of the Final Date +
number of Common Shares resulting from Imputed Conversion
The CONDITIONAL grant of shares is dependant on PERFORMANCE CRITERIA based
on the following minimum gross revenue figures being achieved for the
following quarters as listed below:
Second and Third Quarters-$150,000 ; Fourth Quarter- $500,000 .
Consultant's Shares shall be issued in four installments; the first
installment is earned at contract signing , each additional installment is
contingent on the achievement of the gross revenue targets listed above for
each quarter:
(i) upon contract signing, the Company will issue to Consultant a number of
shares of Common Stock then equivalent to .5% of the total number of shares
of Common Stock then outstanding.
(ii) on or about July 1, 2003, Company will issue to Consultant a number of
shares of Common Stock then equivalent to .5% of the total number of shares
of Common Stock then outstanding, inclusive of such Consultant's Shares if
the Second Quarter gross revenue target has been met;
(iii) on or about October 1, 2003 Company will issue to Consultant a number
of shares of Common Stock then equivalent to 1.67% of the total number of
shares of Common Stock then outstanding, inclusive of such Consultant's
Shares, minus the aggregate number of Consultant Shares issued to
Consultant in the first two installments if the Third Quarter gross revenue
target has been met;
and
(iv) within fifteen days of the Final Date Company shall issue to
Consultant a number of shares of Common Stock equal to the difference
between the Total # Consultant's Shares calculated in accordance with the
Formula minus the aggregate number of Consultant Shares issued to
Consultant in the first three installments if the Fourth Quarter gross
revenue target has been met;
(e) ACCRUED STOCK AWARD - In addition the company shall accrue an
additional stock award ("Accrued Shares") for the Consultant which
will be vested and issued after the first year anniversary of
engagement (such anniversary being January 1, 2004) equal to 0.6% of
the Equity.
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(f) Registration - All Consultant's Shares and Accrued Shares
(collectively hereafter referred to as "Consultant's Shares") may be
unregistered, unless registered prior to issuance.
Such unregistered shares shall bear the following legend.
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH
THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE, IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT
BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
Consultant's Shares shall not contain the legend set forth above or any
other restrictive legend if all of the following conditions are satisfied:
(i) there is an effective Registration Statement under the Securities Act
at such time, (ii) the Consultant has delivered a certificate to the
Company to the effect that the Consultant will comply with all applicable
prospectus delivery requirements under the Securities Act in any sale or
transfer of the Consultant's Shares by the Consultant, and (iii) the
Consultant has delivered to the Company an opinion of counsel (acceptable
to the Company) that such legend is not required under applicable
requirements of the Securities Act (including judicial interpretations and
pronouncements issued by the staff of the Commission). The Company agrees
that it will provide the Consultant, upon request, with a certificate or
certificates representing Consultant's Shares, free from such legend at
such time as such legend is no longer required hereunder. The Company may
not make any notation on its records or give instructions to any transfer
agent of the Company which enlarge the restrictions of transfer set forth
in this Section.
The Company covenants that it will take such further action as any holder
of Consultant Shares may reasonably request, all to the extent required
from time to time to enable such holder to sell the Shares without
registration under the Securities Act within the limitation of the
exemptions provided by Rule 144 promulgated under the Securities Act,
including the legal opinion of counsel to the Company pursuant in a written
letter to such effect, addressed and acceptable to the Company's transfer
agent for the benefit of and enforceable by the Consultant or successor in
interest thereto. Upon the request of any such holder, the Company shall
deliver to such holder a written certification of a duly authorized officer
as to whether it has complied with such requirements.
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(g) REGISTRATION RIGHTS - In the event of a registration of Company common
stock following the Final Date, Consultant shall have the right to
participate in such registration at Company's expense up to an amount
not to exceed five percent (5%) of the total amount of common stock to
be registered at such time. Additionally, for a period of five years
from the date of this Agreement, Consultant shall have preemptive
rights in the event of any potentially dilutive event (excluding
exercise of any conversion rights accounted for in the Imputed
Conversion in Paragraph 4 (d) above), such that Consultant may, within
a reasonable time, elect to participate in such dilutive event under
the terms thereof to maintain Consultant's then current percentage
interest in the Company.
(h) BONUS: Consultant shall be eligible to receive a bonus, as may be
payable pursuant to the performance criteria described below. The
Bonus shall be based on 200% of Consultant's annual base salary as of
the last day of the term of this agreement, and the maximum amount of
a target bonus that may be awarded to Consultant for a term shall be
400% thereof:
Performance Criteria will be based on the award of contracts with
a total value in excess of $1 million through the life of the
contract.
(i) CHANGE OF CONTROL - In the event of a change of control of the Company
during the period covered by this Agreement, all stock grants listed
above shall be granted immediately. A change of control will be
defined as a change in the majority ownership of the Equity of the
Company, or the resignation or termination of the majority of the
directors on the Board of Directors of the Company within a 2 month
period.
5. CONFIDENTIAL INFORMATION - Except as permitted or directed by the Company's
Board of Directors, during the term of Consultant's engagement or at any
time thereafter, the Consultant shall not divulge, furnish or make
accessible to anyone or use in any way (other than in the ordinary course
of the business of the Company) any confidential or secret knowledge or
information of the Company that the Consultant has acquired or become
acquainted with or will acquire or become acquainted with prior to the
termination of the period of Consultant's engagement by the Company
(including engagement by the Company or any affiliated companies prior to
the date of this Agreement) whether developed by Consultant self/herself or
by others, concerning any trade secrets, confidential or secret designs,
processes, formulae, plans, devices or material (whether or not patented or
patentable) directly or indirectly useful in any aspect of the business of
the Company, any customer or supplier lists of the Company, any
confidential or secret development or research work of the Company, or any
other confidential information or secret aspects of the business of the
Company. The Consultant acknowledges that the above-described knowledge or
information constitutes a unique and valuable asset of the Company and
represents a substantial investment of time and expense by the Company, and
that any disclosure or other use of such knowledge or information other
than for the sole benefit of the Company would be wrongful and would cause
irreparable harm to the Company. Both during and after the term of
Consultant's engagement, the Consultant will refrain from any acts or
omissions that would reduce the value of such knowledge or information to
the Company. The foregoing obligations of confidentiality shall not apply
to any knowledge or information that is now published and publicly
available or which subsequently becomes generally publicly known in the
form in which it was obtained from the Company, other than as a direct or
indirect result of the breach of this Agreement by the Consultant.
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6. VENTURES - If, during the term of Consultant's engagement the Consultant is
engaged in or associated with the planning or implementing of any project,
program or venture involving the Company and a third party or parties, all
rights in such project, program or venture shall belong to the Company,
unless prior written consent from the Company is obtained. Except as
approved by the Company's Board of Directors, the Consultant shall not be
entitled to any interest in such project, program or venture or to any
commission, finder's fee or other compensation in connection therewith
other than the compensation to be paid to the Consultant as provided in
this Agreement. The Consultant shall not enter into any arrangement through
which Consultant acquires or may acquire any interest, direct or indirect,
in any vendor or customer of the Company other than Consultant.
7. Patent and Related Matters; Disclosure and Assignment - The Consultant will
promptly disclose in writing to the Company complete information concerning
each and every invention, discovery, improvement, device, design,
apparatus, practice, process, method or product, whether patentable or not,
made, developed, perfected, devised, conceived or first reduced to practice
by the Consultant, either solely or in collaboration with others, during
the term of this Agreement, whether or not during regular working hours,
relating either directly or significantly and indirectly to the business,
products, practices or techniques of the Company ("Developments"). The
Consultant, to the extent that Consultant has the legal right to do so,
hereby acknowledges that any and all of the Developments are the property
of the Company and agrees to assign and hereby assigns to the Company any
and all of the Consultant's right, title and interest in and to any and all
of the Developments ("Assignment"). During the period commencing upon the
day after the Consultant's last day performing services for the Company and
ending one year after termination of the Consultant's engagement with the
Company, at the reasonable request of the Company, the Consultant will
confer with the Company and its representatives for the purpose of
disclosing all Developments to the Company, provided that such conference
is at the Company's expense and Consultant is compensated at no less that a
rate of $250 per hour for Consultant's time.
(a) LIMITATION ON SECTION 7(a) - The provisions of Section 7 shall not
apply to any Development meeting the following conditions: (i) such
Development was developed entirely on the Consultant's own time
without the use of any Company equipment, supplies, facility or trade
secret information; and (ii) such Development does not relate directly
or significantly to the business of the Company to the Company's
actual or demonstrably anticipated research or development; or result
from any work performed by the Consultant for the Company.
(b) COPYRIGHTABLE MATERIAL - All right, title and interest in all
copyrightable material that the Consultant shall conceive or
originate, either individually or jointly with others, and which arise
out of the performance of this Agreement, will be the property of the
Company and are by this Agreement assigned to the Company along with
ownership of any and all copyrights in the copyrightable material.
Upon request and without further compensation therefor, but at no
expense to the Consultant, the Consultant shall execute all papers and
perform all other acts necessary to assist the Company to obtain and
register copyrights on such materials in any and all countries, except
that Consultant shall be compensated at no less that a rate of $250
per hour for Consultant's time for compliance with this provision
following termination or expiration of this Agreement. Where
applicable, works of authorship created by the Consultant for the
Company in performing Consultant's responsibilities under this
Agreement shall be considered "WORKS MADE FOR HIRE," as defined in the
U.S. Copyright Act. To the extent not considered as work made for
hire, such works will be considered assigned to the Company under the
Assignment provision of this Section 7.
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(c) KNOW-HOW AND TRADE SECRETS - All know-how and trade secret information
conceived or originated by the Consultant that arises out of the
performance of Consultant's obligations or responsibilities under this
Agreement or any related material or information shall be the property
of the Company, and all rights therein are by this Agreement assigned
to the Company.
8. TERMINATION OF ENGAGEMENT
(a) GROUNDS FOR TERMINATION - The Consultant's engagement shall terminate
prior to the expiration of the initial term set forth in Section 2 or
any extension thereof in the event that at any time: (i) The
Consultant dies, (ii) The Board of Directors of the Company elects to
terminate this Agreement for "cause" and notifies the Consultant in
writing of such election, (iii) The Consultant becomes "disabled," so
that Consultant cannot perform the essential functions of Consultant's
position with or without reasonable accommodation, (iv) The Board of
Directors of the Company elects to terminate this Agreement without
"cause" and notifies the Consultant in writing of such election, (v)
The Consultant elects to terminate this Agreement and notifies the
Company in writing of such election, or (vi) The Consultant elects to
terminate this Agreement for "good reason" (as defined below) and
notifies the Company in writing of such election.
If this Agreement is terminated pursuant to clause (i) or (ii) of this
Section 8(a), such termination shall be effective immediately. If this
Agreement is terminated pursuant to clause (iii), (iv), (v) or (vi) of
this Section 8(a), such termination shall be effective 30 days after
delivery of the notice of termination.
(b) "CAUSE" DEFINED - "Cause" means: (i) The Consultant has breached the
provisions of Section 5, 6 or 7 of this Agreement in any material
respect, (ii) The Consultant has engaged in willful and material
misconduct, including willful and material failure to perform the
Consultant's duties as an officer or Consultant of the Company and has
failed to cure such default within 30 days after receipt of written
notice of default from the Company, (iii) The Consultant has committed
fraud, misappropriation or embezzlement in connection with the
Company's business, or (iv) The Consultant has been convicted or has
pleaded NOLO CONTENDERE to criminal misconduct (except for parking
violations, occasional minor traffic violations and other similar
minor violations).
(c) EFFECT OF TERMINATION - Notwithstanding any termination of this
Agreement, the Consultant, in consideration of Consultant's engagement
hereunder to the date of such termination, shall remain bound by the
provisions of this Agreement which specifically relate to periods,
activities or obligations upon or subsequent to the termination of the
Consultant's engagement.
(d) "DISABLED" DEFINED - "DISABLED" means any mental or physical condition
that renders the Consultant unable to perform the essential functions
of Consultant's position, with or without reasonable accommodation,
for a period in excess of 3 months.
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(e) SURRENDER OF RECORDS AND PROPERTY- Upon termination of Consultant's
engagement with the Company, the Consultant shall deliver promptly to
the Company all records, manuals, books, blank forms, documents,
letters, memoranda, notes, notebooks, reports, data, tables,
calculations or copies thereof that relate in any way to the business,
products, practices or techniques of the Company, and all other
property, trade secrets and confidential information of the Company,
including, but not limited to, all documents that in whole or in part
contain any trade secrets or confidential information of the Company,
which in any of these cases are in Consultant's possession or under
Consultant's control.
(f) PAYMENT CONTINUATION - If the Consultant's engagement by the Company
is terminated by the Company pursuant to clause (iii) or (iv) of
Section 8(a) or by Consultant for Good Reason pursuant to clause (vi)
of Section 8(a), the Company shall continue to pay to the Consultant
Consultant's base payment (less any payments received by the
Consultant from any disability income insurance policy provided to
Consultant by the Company) and shall continue to provide health
insurance benefits for the Consultant through the earlier of (a) the
date that the Consultant has obtained other full-time engagement, or
(b) three (3) months from the date of termination of engagement. If
this Agreement is terminated pursuant to clauses (i), (ii) or (v) of
Section 8(a), the Consultant's right to base payment and benefits
shall immediately terminate, except as may otherwise be required by
applicable law.
(g) "GOOD REASON" DEFINED - Good Reason shall mean: (i) the assignment of
the Consultant to any duties inconsistent in any respect with the
Consultant's position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities as contemplated
by Section 3(a) or any other action by the Company which results in a
diminution in such position, authority, duties or responsibilities,
excluding for this purpose an isolated, insubstantial and inadvertent
action not taken in bad faith and which is remedied by the Company
promptly after receipt of notice thereof given by the Consultant; (ii)
any termination or reduction of a material benefit under any benefits
plan in which the Consultant participates unless (1) there is
substituted a comparable benefit that is economically substantially
equivalent to the terminated or reduced benefit prior to such
termination or reduction or (2) benefits under such plan are
terminated or reduced with respect to all Consultants previously
granted benefits thereunder; (iii) without limiting the generality of
the foregoing, any material breach of this Agreement by the Company or
any successor thereto.
9. INDEMNIFICATION - In the event that Consultant is made, or threatened to be
made, a party to any action or proceeding, whether civil or criminal, by
reason of the fact that Consultant is or was a director, officer, or member
of a committee of the Board of Directors of the Company or serves or served
any other corporation, partnership, joint venture, trust, Consultant
benefit plan or other enterprise in any capacity at the request of the
Company, or resulting from any of Consultant's actions in any of the
foregoing roles Consultant shall be indemnified by the Company and the
Company shall advance Consultant's related expenses to the fullest extent
permitted by law (including without limitation, damages, costs and
reasonable attorney fees), as may otherwise be provided in the Company's
Certificate of Incorporation and ByLaws. The Company further covenants not
to amend or repeal any provisions of the Certificate of Incorporation or
Bylaws of the Company in any manner which would adversely affect the
indemnification or exculpatory provisions contained therein as they pertain
to acts. The provisions of this Section are intended to be for the benefit
of, and shall be enforceable by, each indemnified party and Consultant's or
her heirs and representatives. If the Company or any of its successors or
assigns (i) shall consolidate with or merge into any other corporation or
entity and shall not be the continuing or surviving corporation or entity
of such consolidation or merger or (ii) shall transfer all or substantially
all of its properties and assets to such Person, then and in each such
case, proper provisions shall be made so that the successors and assigns of
the Company shall assume all of the obligations set forth in this section
9.
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10. MISCELLANEOUS
(a) COUNTERPARTS - This Agreement may be executed in separate
counterparts, each of which will be an original and all of which taken
together shall constitute one and the same agreement, and any party
hereto may execute this Agreement by signing any such counterpart.
(b) SEVERABILITY - Whenever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid
under applicable law but if any provision of this Agreement is held to
be invalid, illegal or unenforceable under any applicable law or rule,
the validity, legality and enforceability of the other provisions of
this Agreement will not be affected or impaired thereby. In
furtherance and not in limitation of the foregoing, should the
duration or geographical extent of, or business activities covered by,
any provision of this Agreement be in excess of that which is valid
and enforceable under applicable law, then such provision shall be
construed to cover only that duration, extent or activities which may
validly and enforceably be covered.
(c) SUCCESSORS AND ASSIGNS - This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
personal representatives and, to the extent permitted by subsection
(d), successors and assigns.
(d) ASSIGNABILITY - Neither this Agreement nor any right, remedy,
obligation or liability arising hereunder or by reason hereof shall be
assignable (including by operation of law) by either party without the
prior written consent of the other party to this Agreement, except
that the Company may, without the consent of the Consultant, assign
its rights and obligations under this Agreement to any corporation,
firm or other business entity with or into which the Company may merge
or consolidate, or to which the Company may sell or transfer all or
substantially all of its assets, or of which 50% or more of the equity
investment and of the voting control is owned, directly or indirectly,
by, or is under common ownership with, the Company. Provided such
assignee explicitly assumes such responsibilities, after any such
assignment by the Company, the Company shall be discharged from all
further liability hereunder and such assignee shall thereafter be
deemed to be the Company for the purposes of all provisions of this
Agreement including this Section 10.
(e) MODIFICATION, AMENDMENT, WAIVER OR TERMINATION - No provision of this
Agreement may be modified, amended, waived or terminated except by an
instrument in writing signed by the parties to this Agreement. No
course of dealing between the parties will modify, amend, waive or
terminate any provision of this Agreement or any rights or obligations
of any party under or by reason of this Agreement. No delay on the
part of the Company or Consultant in exercising any right hereunder
shall operate as a waiver of such right. No waiver, express or
implied, by the Company of any right or any breach by the Consultant
shall constitute a waiver of any other right or breach by the
Consultant.
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(f) NOTICES - All notices, consents, requests, instructions, approvals or
other communications provided for herein shall be in writing and
delivered by personal delivery, overnight courier, mail, electronic
facsimile or e-mail addressed to the receiving party at the address
set forth herein. All such communications shall be effective when
received.
If to the Company:
Ken Ducey, Jr.
Facsimile: 203-431-8309
Attn: CFO
#207 - 54 Danbury Road
Ridgefield, CT 06877
If to the Consultant:
Robert Tarini
46 Bell School House Road
Richmond, RI 02892
Any party may change the address set forth above by notice to the
other party given as provided herein.
(g) HEADINGS - The headings and any table of contents contained in this
Agreement are for reference purposes only and shall not in any way
affect the meaning or interpretation of this Agreement.
(h) GOVERNING LAW - ALL MATTERS RELATING TO THE INTERPRETATION,
CONSTRUCTION, VALIDITY AND ENFORCEMENT OF THIS AGREEMENT SHALL BE
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF CONNECTICUT, WITHOUT
GIVING EFFECT TO ANY CHOICE OF LAW PROVISIONS THEREOF.
(i) VENUE; FEES AND EXPENSES - Any action at law, suit in equity or
judicial proceeding arising directly, indirectly, or otherwise in
connection with, out of, related to or from this Agreement, or any
provision hereof, shall be litigated only in the state courts located
in the State of Connecticut, County of Fairfield or the federal courts
in the district which covers such county. The Consultant and the
Company consent to the jurisdiction of such courts. The prevailing
party shall be entitled to recover its reasonable attorneys' fees and
costs in any such action.
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(j) WAIVER OF RIGHT TO JURY TRIAL - Each party hereto hereby waives,
except to the extent otherwise required by applicable law, the right
to trial by jury in any legal action or proceeding between the parties
hereto arising out of or in connection with this Agreement.
(k) THIRD-PARTY BENEFIT - Nothing in this Agreement, express or implied,
is intended to confer upon any other person any rights, remedies,
obligations or liabilities of any nature whatsoever.
(l) WITHHOLDING TAXES - The Company may withhold from any benefits payable
under this Agreement all federal, state, city or other taxes as shall
be required pursuant to any law or governmental regulation or ruling.
THE PARTIES ACKNOWLEDGE THAT EACH HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND
AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE PARTIES AGREE THAT
THIS AGREEMENT AND ANY EXHIBITS HERETO ARE THE COMPLETE AND EXCLUSIVE STATEMENT
OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PROPOSALS OR ALL
PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE
PARTIES RELATING TO THE SUBJECT MATTER HEREOF.
ACCEPTED AND AGREED:
MARKLAND TECHNOLOGY, INC. Robert Tarini
By: Ken Ducey, Jr.
CFO
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Date: Date:
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