{"id":38680,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/consulting-agreement-gigapixel-corp-and-george-t-haber.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consulting-agreement-gigapixel-corp-and-george-t-haber","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/consulting-agreement-gigapixel-corp-and-george-t-haber.html","title":{"rendered":"Consulting Agreement &#8211; GigaPixel Corp. and George T. Haber"},"content":{"rendered":"<pre>\n\n                              CONSULTING AGREEMENT\n\n         This CONSULTING AGREEMENT (the \"Agreement\") made as of this 20th day of\nJuly, 2000 (\"Effective Date\") by and between GigaPixel Corporation, a Delaware\ncorporation (\"Company\"), and George T. Haber (\"Consultant\").\n\n         WHEREAS, GigaPixel desires consulting and similar services relating to\nGigaPixel's business; and\n\n         WHEREAS, Consultant desires to contract with the Company to perform\nsuch services.\n\n         NOW, THEREFORE, in consideration of the mutual covenants hereinafter\nrecited, the sufficiency of which is hereby acknowledged, the parties agree as\nfollows;\n\n         1. Consultancy. The Consultant shall serve as a consultant to the\nCompany for a period commencing on the date of this Agreement for a period of\ntwo (2) years unless earlier terminated in accordance with Section 9 of this\nAgreement.\n\n         2. Scope of Work. The Consultant shall perform the services set forth\nin Exhibit A attached hereto (the \"Services\"). Any additions to or modifications\nof the Services shall be set forth in writing and shall be signed by both\nparties. The performance of services and compensation therefore necessary to the\ncompletion of such additions or modifications shall be governed by this\nAgreement unless otherwise described in the written agreement of the parties.\n\n         3. Performance Bonus Advance. Within sixty days after commencement of\nConsultant's services under this Agreement, the Company shall pay to the\nConsultant, in advance of the performance of two (2) full years of service under\nthis Agreement, a performance bonus in the amount of $300,000 (\"Performance\nBonus\").\n\n         4. Repayment Obligation. Concurrently herewith, the Consultant shall\nexecute the contingent recourse non-negotiable promissory note attached hereto\nas Exhibit B (the \"Note\"). The Note shall provide that in the event that the\nConsultant, as maker of the Note, ceased to be engaged as a consultant or\nemployee by the Company (or its successors or assigns) prior to the two year\nanniversary of the Effective Date of this Agreement, the principal balance of\nthe Note shall become payable no later than one day after the termination of the\nconsulting or employment relationship between the Consultant and the Company.\nNotwithstanding the foregoing, the Note shall also provide that if the\nConsultant ceases to be engaged as a consultant or employed by the Company for\nany of the following reasons, the repayment obligation therein shall not apply:\n\n            (a) Death or permanent disability of Consultant;\n\n            (b) Assignment of this Agreement to a subsidiary, parent, successor\nor affiliate of the Company.\n\n         5. Consulting Fees. The Company agrees to pay the Consultant a flat fee\nof $400,000 for the Services promptly upon the commencement of the consultancy\nrelationship between the Company and Consultant.\n\n         6. Payments. The Company shall reimburse the Consultant for\nout-of-pocket expenses reasonably incurred by the Consultant in the performance\nof the Services upon the Consultant's submission of any request for\nreimbursement in a format consistent with the Company's policies from time to\ntime in effect.\n\n         7. Confidentiality. The Consultant acknowledges that Confidential\nInformation (as defined in Section 8 of this Agreement) is of great value to the\nCompany. Accordingly, the Consultant agrees not to divulge to anyone, either\nduring or after the term of this Agreement, any Confidential Information\nobtained or developed by the Consultant during the term of this Agreement. Upon\nthe expiration or earlier termination of this Agreement, the Consultant agrees\nto deliver to the Company all documents, papers, drawings, tabulations, reports\nand similar documentation which are furnished by the Company to the Consultant\nor were prepared by the Consultant in performance of the Services for the\nCompany. Upon the expiration or termination of this Agreement, the Consultant\n\n\n\n   2\n\nagrees to make no further use or utilization of any Confidential Information.\nThe provisions of this Paragraph 7 shall survive the termination of this\nAgreement.\n\n         8. Confidential Information. \"Confidential Information,\" as used in\nthis Agreement, shall mean information regarding the business affairs,\noperations, business opportunities, price and cost information, finances,\ncustomer names, prospects and customer lists, business plans, sales techniques,\nmanuals, letters, notebooks, procedures, reports, products, processes, services,\ninventions, research and development, and other confidential information and\nknowledge concerning the Company or 3dfx Interactive, Inc., a California\ncorporation (\"3dfx\"). The term \"Confidential Information\" shall not include\ninformation that (a) is or becomes generally available to the public through no\nviolation of this Agreement, (b) was available to Consultant on a\nnonconfidential basis prior to disclosure to Consultant by the Company or 3dfx,\nor (c) becomes available to the Consultant on a nonconfidential basis from a\nsource other than the Company or 3dfx, provided that such source is not bound by\na confidentiality agreement with the Company or 3dfx.\n\n         9. Termination. The Company shall have the right to terminate this\nAgreement at any time upon 15 days prior written notice to the Consultant. In\naddition, in the event either party fails to cure a breach of this Agreement\nwithin fifteen (15) days after receiving written notice thereof, then the\nnon-breaching party may terminate this Agreement upon written notice to the\nbreaching party. In the event of any termination of this Agreement, the Company\nshall make payments to the Consultant for all work performed in accordance with\nthe terms and conditions of this Agreement up to the date of termination, and\nthe Consultant shall immediately return to the Company, without limitation, all\ncorrespondence, reports, documents, drawings and any other items of whatever\nnature supplied to the Consultant by the Company or owned by the Company\npursuant to this Agreement.\n\n         10. Independent Contractor\/Taxes. The Consultant is not an agent or\nemployee of the Company and is not authorized to act on behalf of the Company.\nExcept as required by a final determination by the Internal Revenue Service or\nstate taxing authority and upon due notice to the other party, the Consultant\nand the Company each agrees that it will treat the Consultant as an independent\ncontractor for tax purposes and file all tax and information returns and pay all\napplicable taxes on that basis.\n\n         11. Assignment. The Consultant shall not assign this Agreement or any\ninterest herein, nor delegate any obligation hereunder, without the prior\nwritten consent of the Company. The Company shall not assign its rights and\nobligations under this Agreement to any third party without the written consent\nof the Consultant, except that the Company may assign this Agreement to a\nsubsidiary, parent, successor or affiliate of the Company without the consent of\nthe Consultant.\n\n         12. Governing Law. This Agreement shall be governed by and construed in\naccordance with the laws of the State of California applicable to contracts made\nbetween California residents and wholly to be performed in California.\n\n         13. Headings. The headings in this Agreement are intended principally\nfor convenience and shall not, by themselves, determine the rights and\nobligations of the parties to this Agreement.\n\n         14. Notices. All notices, requests, demands, and other communications\nrequired by, or made in connection with, this Agreement or the transactions\ncontemplated by this Agreement, shall be in writing and shall be deemed to have\nbeen duly given on the date of delivery, if delivered in person, or three days\nafter mailing if mailed by certified or registered mail, postage prepaid, return\nreceipt requested, addressed as follows:\n\n         If to the Company:         GigaPixel Corporation\n                                    4435 Fortran Drive\n                                    San Jose, California 95134\n\n         If to the Consultant:      George T. Haber\n                                    890 Robb Road\n                                    Palo Alto, CA 94306\n\n\n                                      -2-\n   3\n\n         Such addresses may be changed, from time to time, by means of a notice\ngiven in the manner provided in this Section 13.\n\n         15. Severability. If any provision of this Agreement is held to be\nunenforceable for any reason, it shall be adjusted rather than voided, if\npossible, in order to achieve the intent of the parties to the extent possible.\nIn any event, all other provisions of this Agreement shall be deemed valid and\nenforceable to the full extent possible.\n\n         16. Waiver. The waiver of any term or condition contained in this\nAgreement by any party to this Agreement shall not be construed as a waiver of a\nsubsequent breach or failure of the same term or condition or a waiver of any\nother term or condition contained in this Agreement.\n\n         17. Entire Agreement. This Agreement, together with the Note and\nConfidential Information and Inventions Agreement to be executed concurrently\nherewith, contain all of the terms and conditions agreed upon by the parties\nrelating to its subject matter and supersedes any and all prior and\ncontemporaneous agreements, negotiations, correspondence, understandings and\ncommunications of the parties, whether oral or written, respecting the subject\nmatter herein.\n\n         18. Counterpart Execution. This Agreement may be executed by facsimile\nand in counterparts, each of which shall be deemed an original and all of which\ntaken together shall constitute one and the same instrument.\n\n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the date first written above.\n\n\nCompany:                            GIGAPIXEL CORPORATION\n\n\n                                    By:  \/s\/ Andrei M. Manoliu\n                                         ---------------------------------------\n                                    Print Name: Andrei M. Manoliu\n                                                --------------------------------\n                                    Title: Secretary\n                                           -------------------------------------\n\nConsultant:                         GEORGE T. HABER\n\n\n                                    By:  \/s\/ George T. Haber\n                                         ---------------------------------------\n                                         George T. Haber\n\n\n                                      -3-\n   4\n\n                                                                       EXHIBIT A\n\n                                    SERVICES\n\n    o   Business consulting services, based on prior knowledge and experience\n        attained as a former president and chief executive officer of GigaPixel\n        Corporation,\n\n    o   General administrative and management services\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6538,7638],"corporate_contracts_industries":[9508,9513],"corporate_contracts_types":[9539,9541],"class_list":["post-38680","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-3dfx-interactive-inc","corporate_contracts_companies-gigapixel-corp","corporate_contracts_industries-technology__hardware","corporate_contracts_industries-technology__software","corporate_contracts_types-compensation","corporate_contracts_types-compensation__consulting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38680","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38680"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38680"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38680"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38680"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}