Consulting Agreement - Odyssey Marine Exploration Inc. and William C. Callari
CONSULTING AGREEMENT
This Agreement is made effective as of March 1, 1999, by and between
Odyssey Marine Exploration, Inc., of 3507 Frontage Road, Suite 100, Tampa,
Florida 33607, and William C. Callari, 1725 Route 35, Wall townships, New
Jersey 07719.
Whereas:
Callari is a Director of Odyssey, and
Callari has a background in corporate governance and strategic planning
and is willing to provide services to Odyssey based on this background.
Odyssey desires to have services, as hereinafter defined, provided by
Callari.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on March 1, 1999, Callari will
provide the following services (collectively, the "Services"): Liaise between
the Board of Directors and the various committees and act as Board Secretary.
2. PERFORMANCE OF SERVICES. Callari shall determine the manner in
which the Services are to be performed and the specific hours to be worked by
Callari. Odyssey will rely on Callari to work as many hours as may be
reasonably necessary to fulfill Callari 's obligations under this Agreement.
3. PAYMENT. Upon signing of this agreement Odyssey will issue Callari
an option to purchase shares of Odyssey's common stock according to the
following schedule:
i) 25,000 shares at a purchase price of $1.50 per share.
ii) 50,000 shares at a purchase price of $2.00 per share.
iii) 25,000 shares at a purchase price of $3.00 per share.
This Option will be issued pursuant to the Company's Incentive Stock
Option Plan and shall be valid for a period of eighteen months from the date
of issuance.
4. EXPENSES. Callari shall be entitled to receive reimbursement for all
reasonable expenses incurred in the performance of his duties hereunder. Any
expense that exceeds $250.00 must be pre-approved in writing by the Company.
5. NEW PROJECT APPROVAL. Callari and Odyssey recognize that Callari 's
Services will include working on various projects for Odyssey. Callari shall
obtain the approval of Odyssey prior to the commencement of a new project.
6. TERM/TERMINATION. This Agreement shall terminate of February 28,
2000.
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7. RELATIONSHIP OF PARTIES. The parties understand that Callari is an
independent contractor with respect to Odyssey, and not an employee of
Odyssey. Odyssey will not provide fringe benefits, including health insurance
benefits, paid vacation, or any other employee benefit, for the benefit of
Callari.
8. DISCLOSURE. Callari is required to disclose any outside activities
or interests, including ownership or participation in any shipwreck related
activity that conflicts or may conflict with the best interests of Odyssey.
Prompt disclosure is required under this paragraph if the activity or interest
is related, directly or indirectly, to:
A product or product line of Odyssey
Any activity that Callari may be involved with on behalf of Odyssey
Any shipwreck activity
8. EMPLOYEES. Callari 's employees, if any, who perform services for
Odyssey under this Agreement shall also be bound by the provisions of this
Agreement. At the request of Odyssey, Callari shall provide adequate
evidence that such persons are Callari 's employees.
9. INJURIES. Callari acknowledges Callari's obligation to obtain
appropriate insurance coverage for the benefit of Callari (and Callari 's
employees, if any) Callari waives any rights to recovery from Odyssey for any
injuries that Callari (and/or Callari 's employees) may sustain while
performing services under this Agreement and that are a result of the
negligence of Callari or Callari 's employees.
10. INDEMNIFICATION. Callari agrees to indemnify and hold Odyssey
harmless from all claims, losses, expenses, fees including attorney fees,
costs, and judgments that may be asserted against Odyssey that result from the
acts or omissions of Callari, Callari 's employees, if any, and Callari 's
agents.
11. ASSIGNMENT. Callari's obligations under this Agreement may not be
assigned or transferred to any other person, firm, or corporation without the
prior written consent of Odyssey.
12. INTELLECTUAL PROPERTY. The following provisions shall apply with
respect to copyrightable works, ideas, discoveries, inventions, applications
for patents, and patents (collectively, "Intellectual Property"):
a. Consultant's Intellectual Property. Callari does not personally
hold any interest in any Intellectual Property.
b. Development of Intellectual Property. Any improvements to
Intellectual Property items listed on Exhibit A, further inventions or
improvements, and any new items of Intellectual Property discovered or
developed by Callari (or Callari 's employees, if any) during the term of this
Agreement shall be the property of Odyssey. Callari shall sign all documents
necessary to perfect the rights of Odyssey in such Intellectual Property,
including the filing and/or prosecution of any applications for copyrights or
patents. Upon request, Callari shall sign all documents necessary to assign
the rights to such Intellectual Property to Odyssey.
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13. CONFIDENTIALITY. Callari recognizes that Odyssey has and will have
the following information: inventions, products, prices, costs, future plans,
business affairs, trade secrets, technical information, customer lists,
product design information or copyrights and other proprietary information
(collectively, "Information") which are valuable, special and unique assets of
Odyssey. Callari agrees that Callari will not at any time or in any manner,
either directly or indirectly, use any Information for Callari 's own benefit,
or divulge, disclose, or communicate in any manner any Information to any
third party without the prior written consent of Odyssey. Callari will
protect the Information and treat it as strictly confidential. A violation of
this paragraph shall be a material violation of this Agreement.
14. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Callari
has disclosed (or has threatened to disclose) Information in violation of this
Agreement, Odyssey shall be entitled to an injunction to restrain Callari from
disclosing, in whole or in part, such Information, or from providing any
services to any party to whom such Information has been disclosed or may be
disclosed. Odyssey shall not be prohibited by this provision from pursuing
other remedies, including a claim for losses and damages.
15. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of
this Agreement shall remain in full force and effect after the termination of
this Agreement.
16. SERVICES TO THIRD PARTIES. The parties recognize that Callari may
provide consulting services to third parties. However, the confidentiality
provisions of this Agreement bind Callari, and Callari may not use the
Information, directly or indirectly, for the benefit of third parties.
17. NON-COMPETE AGREEMENT. Recognizing that the various items of
Information are special and unique assets of Odyssey, Callari agrees and
covenants that for a period of two years following the termination of this
Agreement, whether such termination is voluntary or involuntary, Callari will
not directly or indirectly engage in any business competitive with Odyssey.
This covenant shall apply to the geographical area that includes worldwide.
Directly or indirectly engaging in any competitive business includes, but is
not limited to, (i) engaging in a business as owner, partner, or agent, (ii)
becoming an employee of any third party that is engaged in such business, or
(iii) becoming interested directly or indirectly in any such business, or (iv)
soliciting any customer of Odyssey for the benefit of a third party that is
engaged in such business. Callari agrees that this non-compete provision
will not adversely affect the livelihood of Callari.
18. RETURN OF RECORDS. Upon termination of this Agreement, Callari
shall deliver all records, notes, data, memoranda, models, and equipment of
any nature that are in Callari's possession or under Callari's control and
that are Odyssey's property or relate to Odyssey's business.
19. NOTICES. All notices required or permitted under this Agreement
shall be in writing and shall be deemed delivered when delivered in person or
deposited in the United States mail, postage prepaid, to the addresses first
written above. Such address may be changed from time to time by either party
by providing written notice to the other in the manner set forth above.
20. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties and there are no other promises or conditions in any other
agreement whether oral or written. This Agreement supersedes any prior
written or oral agreements between the parties.
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21. AMENDMENT. This Agreement may be modified or amended if the
amendment is made in writing and is signed by both parties.
22. SEVERABILITY. If any provision of this Agreement shall be held to
be invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provision of
this Agreement is invalid or unenforceable, but that by limiting such
provision it would become valid and enforceable, then such provision shall be
deemed to be written, construed, and enforced as so limited.
23. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce
any provision of this Agreement shall not be construed as a waiver or
limitation of that party's right to subsequently enforce and compel strict
compliance with every provision of this Agreement.
24. APPLICABLE LAW. The laws of the State of Florida shall govern this
Agreement.
Odyssey Marine Exploration, Inc. William C. Callari
By:/s/ John C. Morris By:/s/ William C. Callari
John C. Morris, President William C. Callari
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