Exhibit 10.32
CONSULTING AND CONFIDENTIALITY
AGREEMENT
CONSULTING AGREEMENT for the key
personnel services of IEGT, Inc.’s employee Mo Zeidan, dated
as of August 10, 2009 (the “Agreement”), by IEGT, Inc.,
a Michigan Corporation (“Consultant”), and Integral
Technologies, Inc. a Nevada corporation (the “Company”
or “Integral”).
WHEREAS, the Company desires to
engage Consultant to provide certain consulting services as the
Company may direct. The Consultant is willing to be engaged by the
Company as a consultant and to provide such services, in assisting
in the development/commercialization of Integral’s
ElectriPlast™ technology. Also, depending on time available
and subject to the direction of the Company, the
development/commercialization of the Carbon Fiber Wire Technology
combined with ElectriPlast™ on the terms and conditions set
forth below;
NOW, THEREFORE, in consideration of
the mutual covenants and agreements contained herein, the receipt
and sufficiency of which are hereby acknowledged, the Company and
Consultant agree as follows:
1.
Consulting . The Company hereby retains Consultant,
and Consultant hereby agrees to make Consultant’s employee Mo
Zeidan available as a consultant to the Company, upon the terms and
subject to the conditions contained herein. During the
Consultant Term (as hereinafter defined), Consultant shall provide
certain consulting services to the Company as requested by
management.
2.
Term . Subject to the provisions for termination
hereinafter provided, the term of this Agreement shall commence on
the date set forth above (the “Effective Date”) and
shall continue until July 31, 2011 (the “Consultant
Term”).
3.
Compensation . In consideration of the services
to be rendered by Consultant hereunder, during the Consultant Term
the Company shall pay and grant to Consultant, and Consultant
agrees to accept the following:
(a) as
a consulting fee, $25,000 per month (the “ Consulting
Fee” ) payable at the beginning of each
month. This consulting fee will be reviewed every six
months effective as of the date of this agreement. Consideration
will be given to renegotiating the Consulting Fee based upon the
success of Consultant obtaining contracts. Also,
compensation per each contract obtained shall be considered by the
Company. The decision on whether the Consulting Fee will be
increased will be at the sole discretion of the Company.
(b) The company shall grant
to Consultant 2,000,000 options for the right to purchase common
stock of the Company. The Grant of Option forms part of this
Agreement and is attached as Exhibit A. These options shall be
priced and vested pursuant to the Grant of Option and as indicated
below.
|
Number of
Options
|
|
Vesting
Date
|
Option
Price
|
|
200,000
|
|
July 10,
2009
|
$0.25
|
|
200,000
|
|
October 10,
2009
|
$0.25
|
|
200,000
|
|
January 10,
2010
|
$0.25
|
|
200,000
|
|
April 10,
2010
|
$0.25
|
|
200,000
|
|
July 10,
2010
|
$0.25
|
|
200,000
|
|
October 10,
2010
|
$0.25
|
|
200,000
|
|
January 10,
2011
|
$0.25
|
|
200,000
|
|
April 10,
2011
|
$0.25
|
|
|
|
|
|
The consideration to be given by
Consultant for the Consulting Fee and the grant of options
agreement shall include the following services and third
party costs over the two year contract:
Services:
* Engineering – Application
designs, Product Development, Technology Roadmap &
Implementation Timing Plan.
* Marketing - Product Introduction
with OEM, Tier I, Tier II, Conventions,
Associations & Publications.
* Customer Approvals and
Validation
* Patents – Complete
Analysis of all Patents (Awarded, Pending) and categorize them by
sector,
Industry, Application, Priority of
implementation, & identify potential customers.
* Research & Development -
Design Technical Solutions to make the “Integral
Patents” Implementation Ready
& “Differentiation”. This anticipates
“New Competitive Innovation” for market penetration
with unique products and New Patent based on cost effective systems
solutions. Joint development with the Customer’s Advanced
Engineering Team for future implementation to transition into Core
Approved Production Technology and migrate as a Global
Customer Strategy.
* Business Case – Systems
Analysis per Application/Sector for Technology
justification and detailing all the benefits (Financial, Technical
Performance, Assembly Processes, Packaging, Weight, impact on Fuel
Efficiency, Environmental, Tooling Investment impact such stamping
tools versus molding tools and product reliability).
* Expenses - Mileage for Customers
Travel & Customers Entertainment in Michigan-/-surrounding
states within reasonable driving distance 4 – 6
hrs. This includes driving to Jasper for meetings. Other travel
expenses will be funded by Integral.
* Joint Development/Joint Venture
– Identify Partner for joint development of products
implementation which includes embedding in applications plus all
the Testing up to approval phase and Business
Award. Structure an agreem