MagnitudeInformation Systems, Inc.

2. Term: The “Term” of this Agreement shall commence as of May 14, 2009 and shall continue through the next twelve (12) months, unless further extended by mutual agreement of the parties (the "Term").  The Company can terminate this Agreement, under certain circumstances for “Cause”, with written notice to you.  Termination for "Cause" shall mean termination of this Agreement because Consultant is subject to (a) a conviction of or plea of guilty or nolo contendere by Employee to a felony, or any crime involving fraud, securities laws violations, embezzlement or moral turpitude; (b) the refusal by Consultant to perform his material duties and obligations hereunder or to follow the proper instructions of the Company; (c) Consultant's willful or intentional misconduct in the performance of his/her duties and obligations; (d) if Consultant or any member of his/her family makes any personal profit arising out of or in connection with a transaction to which the Company is a party or with which it is associated without making disclosure to and obtaining the prior written consent of the independent members of the Board; or (e) the entry by the Securities and Exchange Commission or a self-regulatory organization of a consent decree relating to a securities law violation by Consultant. The written notice given hereunder by the Company to Consultant shall specify in reasonable detail the cause for termination. For purposes of this/her Agreement, "family" shall mean "immediate family" as defined in the rules of the Securities and Exchange Commission

6. Confidential Information.

6.1 Consultant shall not, in any manner, for any reasons, either directly or indirectly, divulge or communicate to any person, firm or corporation, any confidential information concerning any matters not generally known in the software/hardware, marketing and development of website business (the "Website Business") or otherwise made public by Company which affects or relates to Company's business, finances, marketing and/or operations, research, development, inventions, products, designs, plans, procedures, or other data (collectively, "Confidential Information") except in the ordinary course of business or as required by applicable law. Without regard to whether any item of Confidential Information is deemed or considered confidential, material, or important, the parties hereto stipulate that as between them, to the extent such item is not generally known in the Website Business, such item is important, material, and confidential and affects the successful conduct of Company's business and goodwill, and that any breach of the terms of this Section 7.1 shall be a material and incurable breach of this Agreement. Confidential Information shall not include: information in the public domain other than because of a breach of this/her Agreement.

Documents

6.2 Consultant further agrees that all documents and materials furnished to Consultant by Company and relating to Company's business or prospective business are and shall remain the exclusive property of Company. Consultant shall deliver all such documents and materials, and all copies thereof and extracts therefrom, to Company upon demand therefor and in any event upon expiration or earlier termination of this Agreement.

Inventions and Intellectual Property

6.3 All ideas, inventions, and other developments or improvements conceived or reduced to practice by Consultant, alone or with others, during the Term of this Agreement, whether or not during working hours, that are within the scope of the business of Company or that relate to or result from any of Company's work or projects or the services provided by Consultant to Company pursuant to this Agreement, shall be the exclusive property of Company. Consultant agrees to assist Company, at Company's expense, to obtain patents and copyrights on any such ideas, inventions, writings, and other developments, and agrees to execute all documents necessary to obtain such patents and copyrights in the name of Company.

 

 

Disclosure

6.4 During the Term, Consultant will promptly disclose to the Company full information concerning any interest, direct or indirect, of Consultant (as owner, shareholder, partner, lender or other investor, director, officer, Consultant, consultant or otherwise) or any member of his immediate family in any business that is reasonably known to Consultant to purchase or otherwise obtain services or products from, or to sell or otherwise provide services or products to, the Company or any of their suppliers or customers.

7. Covenant Not to Compete.

7.1 No Competitive Activities. During the Term, Consultant shall not engage in any activates that are competitive with the actual or prospective business of the Company, including without limitation: (a) engaging directly or indirectly in any business substantially similar to any business or activity engaged in (or proposed to be engaged in) by Company, including and not limited to business that relates to the Website Business; (b) engaging directly or indirectly in any business or activity competitive with any business or activity engaged in (or proposed to be engaged in) by Company; (c) soliciting or taking away any Consultant, Consultant, agent, representative, contractor, supplier, vendor, customer, franchisee, lender or investor of Company, or attempting to so solicit or take away; (d) interfering with any contractual or other relationship between Company and any Consultant, Consultant, agent, representative, contractor, supplier, vendor, customer, franchisee, lender or investor; or (e) using, for the benefit of any person or entity other than Company any Confidential Information of Company.

7.2 The foregoing covenant prohibiting competitive activities shall survive the termination of this Agreement, and shall extend, and shall remain enforceable against Consultant, for the period of two (2) years following the date thisr Agreement is terminated. In addition, during the two-year period following such expiration or earlier termination, neither Consultant nor Company shall make or permit the making of any negative statement of any kind concerning Company or their affiliates, or their directors, officers or agents or Consultant.

8. Survival. Except as otherwise provided, Consultant agrees that the provisions of Articles 6, 7 and 9 shall survive expiration or earlier termination of this Agreement for any reasons whether voluntary or involuntary, and shall remain in full force and effect thereafter.

9. Injunctive Relief. Consultant acknowledges and agrees that the covenants and obligations of Consultant set forth in Articles 6 and 7 with respect to non-competition, non-solicitation, confidentiality and the Company's property relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants and obligations will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Consultant agrees that if Consultant breaches this Agreement than the Company shall be entitled to apply for an injunction, restraining order or such other equitable relief as a court of competent jurisdiction as limited by Section 11 may deem necessary or appropriate to restrain Consultant from committing any violation of the covenants and obligations referred to in this Article 10. Consultant shall have the right to appeal from such injunction or order and to seek reconsideration. These injunctive remedies are cumulative and in addition to any other rights and remedies the Company may have at law or in equity.

10. Submission to Jurisdiction; Consent to Service of Process. This Agreement shall be governed in all respects, by the laws of the State of New Jersey, including validity, interpretation and effect, without regard to principles of conflicts of law. The parties hereto irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts in the State of New Jersey for any lawsuits, actions or other proceedings arising out of or related to this/her Agreement and agree not to commence any lawsuit, action or other proceeding except in such courts. The parties hereto further agree that service of process, summons, notice or document by mail to their addresses set forth above shall be effective service of process for any lawsuit, action or other proceeding brought against them in any such court. The parties hereto irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding arising out of or related to this Agreement in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or proceeding brought in any such court has been brought in an inconvenient forum.

 

 

 

Kiwibox Media, Inc.