Each card carries the governed distillate name from the database. Open the quoted anchor before relying on the interpretation.
claimallegation
Exhibit A contains the consulting agreement effective 1 January 2019 between Cyberlux, described as a Nevada corporation, and Montague Capit
Exhibit A contains the consulting agreement effective 1 January 2019 between Cyberlux, described as a Nevada corporation, and Montague Capital Partners LLC, described as a North Carolina company. The recitals incorporate Schedule 1. Accrued Obligations are defined as aggregate consulting fees payable for services provided as of the relevant date, accrued but not previously paid; this definition was visually recovered from text missed by OCR.
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Exhibit A
Unofficial Copy Office of Marilyn Burgess District Clerk
claimallegation
Section 6.1 excludes specified revenue, profit, goodwill, anticipated savings, data, pure economic and special/consequential losses between
Section 6.1 excludes specified revenue, profit, goodwill, anticipated savings, data, pure economic and special/consequential losses between the parties. Notices are in writing by hand or certified return-receipt mail to the listed addresses. These are historical contractual terms, not a present ruling on recovery.
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ARTICLE VI
Miscellaneous
Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE
OTHER PARTY ITS AFFILIATES, WHETHER IN CONTRACT, TORT INCLUDING
NEGLIGENCE) OR OTHERWISE HOWSOEVER ARISING FOR LOSS OF REVENUE,
PROFIT, GOODWILL, ANTICIPATED SAVINGS, DATA OR OTHER PURE ECONOMIC
LOSS OR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNATIVE OR CONSEQUENTIAL
LOSSES, COSTS, LIABILITIES OR DAMAGES, WHETHER FORESEEABLE OR NOT,
ARISING OUT OF, OR IN CONNECTION WITH, THE PERFORMANCE OR NON-
PERFORMANCE OF ANY OBLIAGTIONS UNDER OR OTHERWISE RELATING TO
THIS AGREEMENT.
6.2
Binding Effect. This Agreement shall be binding ypon, and inure to the benefit of, the
successors and permitted assigns of Cyberlux and Consultant
Notices. All notices, requests, demands and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered by hand or mailed within the
continental United States by first class certified mail, return receipt requested, postage prepaid,
addressed as follows:
of Mari
(a)
If to Cyberlux, to:
Cyberlux
2933 South Miami Blvd
Suite 24
Durham, NC 27703
(b)
If to Consultant, to:
Montague Capital Partners LLC
1601 Springview Lane
Durham, NC 27705
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MOS
claimallegation
Section 6.4 assigns services and work produced for Cyberlux to Cyberlux, subject to payment of applicable consulting fees. Other clauses res
Section 6.4 assigns services and work produced for Cyberlux to Cyberlux, subject to payment of applicable consulting fees. Other clauses restrict assignment and encumbrance of payments, permit counterparts, provide North Carolina law and exclusive courts, require signed written amendments, and preserve Article IV, Section 5.2 and Article VI after termination.
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Any such address may be changed by written notice sent to the other parties at the last recorded address
of the parties.
6.4
Ownership of Work Product. All services performed hereunder and all work produced
by Consultant for Cyberlux shall become the sole property of Cyberlux and all rights, title and
interest therein shall automatically vest in Cyberlux, subject to payment of the applicable
Consulting Fees hereunder, and shall be deemed to be "work made for hire" and made in the
course of the Services rendered hereunder
6.5
No Assignment; No Third Party Beneficiaries. Except as otherwise expressly provided
in Section 6.1, this Agreement is not assignable by either party. No payment to be made hereunder
shall be subject to alienation, sale, transfer, assignment, pledge, encumbrånce or other charge.
6.6
Execution in Counterparts. This Agreement may be executed by the parties hereto in
one or more counterparts, each of which shall be deemed to be an original, but all such counterparts
shall constitute one and the same instrument.
Jurisdiction and Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the state of North Carolina. The parties
agree to submit any dispute to the exclusive jurisdiction of the courts of North Carolina.
Entire Agreement; Amendment. This Agreement embodies the entire understanding
of the parties hereto, and supersedes all other oral or written agreements or understandings among
them, regarding the subject matter hereof.
No change, alteration or modification hereof may be
made except in writing, signed by both of the parties hereto.
6.9
Headings. The headings in this Agreement are for convenience of reference only and
shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof.
Survival. Notwithstanding anything to the contrary herein, Article IV, Section 5.2 and
Article VI of this Agreement shall survive termination of this Agreement for any reason whatsoever.
(Remainder of page left intentionally blank]
cIal
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claimallegation
Page 8 visibly bears signature marks at Mark Schmidt, CEO, and Denis Kalenja, Managing Member. Schedule 1 covers acquisition-target identifi
Page 8 visibly bears signature marks at Mark Schmidt, CEO, and Denis Kalenja, Managing Member. Schedule 1 covers acquisition-target identification/strategic advice, business-development opportunities and other reasonably requested services. It contains no Ukraine-specific five per cent commission clause. Visible marks are not independent signature authentication or proof of when ink was applied.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the
day and year first above written.
CYBERLUX CORPORATION
By: _
mk
Name: Mark Schmidt
Title: CEO
istrict Clerk
MONTAGUE CAPITAL PARTNERS LLC
By:
Name: Denis Kalenja
Title:
Managing Member
ce of Marilyn Burgess Di
official Cop
-7-
claimallegation
Affiliate and Control are defined by direct or indirect management/policy power through securities, contract or otherwise. These definitions
Affiliate and Control are defined by direct or indirect management/policy power through securities, contract or otherwise. These definitions do not identify any particular affiliate, controller or beneficial owner.
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CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (Agreement) is made and entered into effective
as of the 1st day of January 2019, between Cyberlux Corporation, a corporation formed under
the laws of the State of Nevada, and Montague Capital Partners LLC, a limited liability
company formed under the laws of the State of North Carolina (Consultant).
WITNESSETH:
WHEREAS, Cyberlux desires to retain Consultant to provide the services specified in
Schedule 1 hereto (collectively, the "Services"); and
WHEREAS, Consultant is willing to provide Cyberlux with the Services on the terms,
and subject to the conditions, set forth herein.
NOW, THEREFORE, Cyberlux and Consultant, each intending to be legally bound,
hereby mutually covenant and agree as follows:
ARTICLE I
Definitions
The following terms used in this Agreement shall have the meanings set forth below.
1.1 “Accrued Obligations” shall mean, as of any date, the aggregate Consulting Fees payable to Consultant hereunder for the Services provided by Consultant as of such date to the extent accrued but not previously paid.
"Affiliate" means, with respect to any Person, any other Person, who directly or
indirectly Controls, is Controlled by, or is under common Control with, that Person.
"Confidential Material" shall have the meaning set forth in Section 4.1.
"Consulting Fee" shall mean the annual fee set forth in Section 3.1 hereto.
1.5
*Control" (including, with correlative meanings, the terms "controlling," "controlled
by," and "under common control with"), as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities or by contract or otherwise.
1.6
"Person" shall mean an individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, other entity or governmental or other agency
or political subdivision thereof.
DK
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claimallegation
Section 2 engages Montague for the scheduled services, taking instructions from Mark Schmidt or Cyberlux’s designated person. The engagement
Section 2 engages Montague for the scheduled services, taking instructions from Mark Schmidt or Cyberlux’s designated person. The engagement continues until at least fifteen days’ prior written termination notice or Article V termination. Montague promises honest, equitable, good-faith, workmanlike performance in Cyberlux and its affiliates’ interests.
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1.7
"Services" shall have the meaning set forth in the first preamble.
1.8
"Term" shall have the meaning set forth in Section 2.2 and shall include any extension
as set forth therein.
ARTICLE II
Consultancy Engagement
2.1
Engagement. Cyberlux hereby engages Consultant to provide the Services during
the Term, and Consultant hereby agrees to perform the Services in accordance with the terms
and conditions set forth in this Agreement. Cyberlux acknowledges and agrees that Consultant
shall have discretion concerning the location at which the Services shall be performed.
Consultant
shall take instructions from Mark Schmidt or such other person as may be specified by Cyberlux
from time to time.
2.2
Term. The term of this Agreement shall commence on the date hereof and shall
continue until terminated by either party upon no less than fifteen (15) days prior written notice
or otherwise terminated in accordance with the terms of Article V hereof (the "Term').
2.3
Performance. During the Term, Consultant agrees to take such actions as are
reasonably necessary to provide the Services consistent with the engagement as set forth in Section
2.1 hereof. Consultant agrees to carry out its obligations hereunder honestly, equitably, in good faith
and in the best interests of Cyberlux and its Affiliates. Consultant further warrants that all Services
will be performed in a workmanlike and professional manner.
2.4
Independent Contractor Status.
Consultant shall perform the Services under this
Agreement as an independent contractor and nothing in this Agreement shall be deemed to create a
partnership, joint venture or fiduciary relationship between Cyberlux and Consultant. Consultant
shall at all times be an independent contractor and shall not be entitled to any benefits that are
currently, or which may, in the future, be made available to employees of Cyberlux, including,
without limitation, holiday pay, vacation pay, sick pay, group health insurance, life insurance, stock
options, retirement benefits, bonuses, or workers' compensation benefits. Consultant shall not enter
into any contracts in the name of Cyberlux or on behalf of Cyberlux or any Affiliate.
ARTICLE III
Remuneration
Consulting Fee. As consideration for Consultant's performance of the Services,
Cyberlux agrees to (i) grant Consultant a total of $40,000 per annum, commencing with January 1,
2019.
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MDS
claimallegation
The agreement calls Montague an independent contractor, disclaims partnership, joint venture and fiduciary relationship, excludes employee b
The agreement calls Montague an independent contractor, disclaims partnership, joint venture and fiduciary relationship, excludes employee benefits, and prohibits entering contracts in Cyberlux’s or an affiliate’s name. The written allocation is not evidence that every later act respected this boundary.
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1.7
"Services" shall have the meaning set forth in the first preamble.
1.8
"Term" shall have the meaning set forth in Section 2.2 and shall include any extension
as set forth therein.
ARTICLE II
Consultancy Engagement
2.1
Engagement. Cyberlux hereby engages Consultant to provide the Services during
the Term, and Consultant hereby agrees to perform the Services in accordance with the terms
and conditions set forth in this Agreement. Cyberlux acknowledges and agrees that Consultant
shall have discretion concerning the location at which the Services shall be performed.
Consultant
shall take instructions from Mark Schmidt or such other person as may be specified by Cyberlux
from time to time.
2.2
Term. The term of this Agreement shall commence on the date hereof and shall
continue until terminated by either party upon no less than fifteen (15) days prior written notice
or otherwise terminated in accordance with the terms of Article V hereof (the "Term').
2.3
Performance. During the Term, Consultant agrees to take such actions as are
reasonably necessary to provide the Services consistent with the engagement as set forth in Section
2.1 hereof. Consultant agrees to carry out its obligations hereunder honestly, equitably, in good faith
and in the best interests of Cyberlux and its Affiliates. Consultant further warrants that all Services
will be performed in a workmanlike and professional manner.
2.4
Independent Contractor Status.
Consultant shall perform the Services under this
Agreement as an independent contractor and nothing in this Agreement shall be deemed to create a
partnership, joint venture or fiduciary relationship between Cyberlux and Consultant. Consultant
shall at all times be an independent contractor and shall not be entitled to any benefits that are
currently, or which may, in the future, be made available to employees of Cyberlux, including,
without limitation, holiday pay, vacation pay, sick pay, group health insurance, life insurance, stock
options, retirement benefits, bonuses, or workers' compensation benefits. Consultant shall not enter
into any contracts in the name of Cyberlux or on behalf of Cyberlux or any Affiliate.
ARTICLE III
Remuneration
Consulting Fee. As consideration for Consultant's performance of the Services,
Cyberlux agrees to (i) grant Consultant a total of $40,000 per annum, commencing with January 1,
2019.
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claimallegation
The stated annual consulting fee is $40,000 commencing 1 January 2019. An undisputed amount unpaid at the end of the twelve-month period is
The stated annual consulting fee is $40,000 commencing 1 January 2019. An undisputed amount unpaid at the end of the twelve-month period is deemed converted to a one-year promissory note; Montague may charge one per cent monthly interest on an undisputed balance and reserves conversion of principal and accrued interest at $0.0002 per common share. The agreement does not itself show a later balance, note issue or share conversion.
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1.7
"Services" shall have the meaning set forth in the first preamble.
1.8
"Term" shall have the meaning set forth in Section 2.2 and shall include any extension
as set forth therein.
ARTICLE II
Consultancy Engagement
2.1
Engagement. Cyberlux hereby engages Consultant to provide the Services during
the Term, and Consultant hereby agrees to perform the Services in accordance with the terms
and conditions set forth in this Agreement. Cyberlux acknowledges and agrees that Consultant
shall have discretion concerning the location at which the Services shall be performed.
Consultant
shall take instructions from Mark Schmidt or such other person as may be specified by Cyberlux
from time to time.
2.2
Term. The term of this Agreement shall commence on the date hereof and shall
continue until terminated by either party upon no less than fifteen (15) days prior written notice
or otherwise terminated in accordance with the terms of Article V hereof (the "Term').
2.3
Performance. During the Term, Consultant agrees to take such actions as are
reasonably necessary to provide the Services consistent with the engagement as set forth in Section
2.1 hereof. Consultant agrees to carry out its obligations hereunder honestly, equitably, in good faith
and in the best interests of Cyberlux and its Affiliates. Consultant further warrants that all Services
will be performed in a workmanlike and professional manner.
2.4
Independent Contractor Status.
Consultant shall perform the Services under this
Agreement as an independent contractor and nothing in this Agreement shall be deemed to create a
partnership, joint venture or fiduciary relationship between Cyberlux and Consultant. Consultant
shall at all times be an independent contractor and shall not be entitled to any benefits that are
currently, or which may, in the future, be made available to employees of Cyberlux, including,
without limitation, holiday pay, vacation pay, sick pay, group health insurance, life insurance, stock
options, retirement benefits, bonuses, or workers' compensation benefits. Consultant shall not enter
into any contracts in the name of Cyberlux or on behalf of Cyberlux or any Affiliate.
ARTICLE III
Remuneration
Consulting Fee. As consideration for Consultant's performance of the Services,
Cyberlux agrees to (i) grant Consultant a total of $40,000 per annum, commencing with January 1,
2019.
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claimallegation
Montague supplies its equipment. Expenses must follow Cyberlux policy, be itemised with receipts, and receive prior approval for individual
Montague supplies its equipment. Expenses must follow Cyberlux policy, be itemised with receipts, and receive prior approval for individual items above $100; properly incurred claims are reimbursable within thirty days of submission.
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(i1) Should Cyberlux fail to pay any undisputed amount by the applicable due date (end of
12 month period), such amount would be deemed to have converted into a one year
Promissory Note. Consultant shall have the right to charge interest on any undisputed balance at
the rate of one percent (1%) per month. (iii) Consultant reserves the right to convert any and all
principal and accrued interest into shares of Cyberlux common stock at a price of $0.0002
3.2
Materials. Consultant shall be responsible for all materials, instruments or equipment
(e.g., computer, cell phone) required to perform the Services.
3.3
Reimbursement of Expenses. Cyberlux agrees to reimburse Consultant for any out-
of-pocket expenses incurred by Consultant that are incurred in accordance with this provision. All
out of pocket expenses must be incurred in accordance with Cyberlux's existing expense policy.
Individual expense items in excess of $100.00 must be approved by Cyberlux prior to being
incurred. All expenses must be itemized and documented with receipts. Cyberlux agrees to
reimburse Consultant for appropriately incurred expenses within thirty (30) days of their
submission to Cyberlux for payment.
ARTICLE IV
Covenants of Consultant
4.1
Nondisclosure of Confidential Material.
(a)
In the performance of the Services hereunder, Consultant and its employees may have
access to confidential records and information, including, but not limited to, information relating to
Cyberlux and its Affiliates and their respective products, procedures, developments, customers,
affairs, finances or other secret information (collectively, the "Confidential Material'). All such
Confidential Material is considered secret and/or will be disclosed to Consultant and its employees in
confidence, and Consultant acknowledges that, as a consequence of the consultancy, Consultant may
have access to, and become acquainted with, additional Confidential Material. Except in performing
its duties hereunder, Consultant shall not (and shall ensure that its employees do not), during the
Term and at all times thereafter, directly or indirectly for any reason whatsoever, disclose or
use any Confidential Material other than for Cyberlux's purposes.
(b)
Al, records, files, drawings, documents, equipment and other tangible items, wherever
located, relating in any way to or containing Confidential Material, shall be and remain Cyberlux's
sole and exclusive properties and shall be included in the Confidential Material. Upon termination of
this Agreement, or whenever requested by Cyberlux, Consultant shall promptly deliver to Cyberlux
any and all of the Confidential Material and copies thereof, that may be in its possession or under its
control.
(c)
The foregoing restrictions shall not apply if (i) such Confidential Material has been
publicly disclosed (not due to a breach by Consultant or its employees of the obligations hereunder or
by a breach of any other person of a fiduciary or confidential obligation to Cyberlux), or (ii)
Consultant is required to disclose Confidential Material by or to any court of competent
jurisdiction or any governmental or quasi-governmental agency, authority or instrumentality of
competent jurisdiction.
DK
MDS
claimallegation
Confidential material is restricted to Cyberlux purposes during and after the term, remains Cyberlux property and must be returned on reques
Confidential material is restricted to Cyberlux purposes during and after the term, remains Cyberlux property and must be returned on request or termination. The restrictions expressly except qualifying public disclosure and disclosure required by a competent court or government authority. The covenant is not an unqualified prohibition on government disclosure.
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(i1) Should Cyberlux fail to pay any undisputed amount by the applicable due date (end of
12 month period), such amount would be deemed to have converted into a one year
Promissory Note. Consultant shall have the right to charge interest on any undisputed balance at
the rate of one percent (1%) per month. (iii) Consultant reserves the right to convert any and all
principal and accrued interest into shares of Cyberlux common stock at a price of $0.0002
3.2
Materials. Consultant shall be responsible for all materials, instruments or equipment
(e.g., computer, cell phone) required to perform the Services.
3.3
Reimbursement of Expenses. Cyberlux agrees to reimburse Consultant for any out-
of-pocket expenses incurred by Consultant that are incurred in accordance with this provision. All
out of pocket expenses must be incurred in accordance with Cyberlux's existing expense policy.
Individual expense items in excess of $100.00 must be approved by Cyberlux prior to being
incurred. All expenses must be itemized and documented with receipts. Cyberlux agrees to
reimburse Consultant for appropriately incurred expenses within thirty (30) days of their
submission to Cyberlux for payment.
ARTICLE IV
Covenants of Consultant
4.1
Nondisclosure of Confidential Material.
(a)
In the performance of the Services hereunder, Consultant and its employees may have
access to confidential records and information, including, but not limited to, information relating to
Cyberlux and its Affiliates and their respective products, procedures, developments, customers,
affairs, finances or other secret information (collectively, the "Confidential Material'). All such
Confidential Material is considered secret and/or will be disclosed to Consultant and its employees in
confidence, and Consultant acknowledges that, as a consequence of the consultancy, Consultant may
have access to, and become acquainted with, additional Confidential Material. Except in performing
its duties hereunder, Consultant shall not (and shall ensure that its employees do not), during the
Term and at all times thereafter, directly or indirectly for any reason whatsoever, disclose or
use any Confidential Material other than for Cyberlux's purposes.
(b)
Al, records, files, drawings, documents, equipment and other tangible items, wherever
located, relating in any way to or containing Confidential Material, shall be and remain Cyberlux's
sole and exclusive properties and shall be included in the Confidential Material. Upon termination of
this Agreement, or whenever requested by Cyberlux, Consultant shall promptly deliver to Cyberlux
any and all of the Confidential Material and copies thereof, that may be in its possession or under its
control.
(c)
The foregoing restrictions shall not apply if (i) such Confidential Material has been
publicly disclosed (not due to a breach by Consultant or its employees of the obligations hereunder or
by a breach of any other person of a fiduciary or confidential obligation to Cyberlux), or (ii)
Consultant is required to disclose Confidential Material by or to any court of competent
jurisdiction or any governmental or quasi-governmental agency, authority or instrumentality of
competent jurisdiction.
DK
MDS
claimallegation
Non-solicitation runs for one year after termination and covers interference with customer/contractual and employee/officer relationships. S
Non-solicitation runs for one year after termination and covers interference with customer/contractual and employee/officer relationships. Section 4.3 contains an unusual limit referring to the annual consulting fee paid and names Fusion as the induced party, although Cyberlux and Montague are the named parties. That drafting text is preserved; Fusion is not silently substituted or treated as an established additional party.
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4.2
Non-solicitation.
Consultant agrees that for a period of one (1) year from any termination of this Agreement, it
will not and will ensure that none of its employees, on behalf of Consultant or on behalf of any other
person, directly or indirectly, (i) solicit any person that is a customer, client or has or had a
contractual relationship with Cyberlux or any Affiliate to discontinue, terminate, cancel or
retrain from doing business with Cyberlux or any Affiliate, or in any way interfere with the
relationship between such person and Cyberlux or one or more of its Affiliates, or (ii) solicit any
person that is an employee or officer of Cyberlux or any Affiliate to terminate employment with
such company or in any way interfere with the relationship between such person and such company.
4.3
Enforcement.
(a)
If any provision of this Agreement or application to any person, place or
circumstance, shall be held by a court of competent jurisdiction or be found in an arbitration
proceeding to be invalid, unenforceable or void, the remainder of this Agreement and such provisions
as applied to any person, place and circumstance shall remain in full force and effect. It is the
intention of Cyberlux and Consultant that the covenants contained in this Article IV shall be enforced
to the extent of the per annum Consulting Fee paid to Consultant (but no greater extent) in time, area
and degree of participation as is permitted by the law of the jurisdiction whose law is found to be
applicable to the acts allegedly in breach of this Agreement.
(b)
The covenants contained in this Article IV are given by Consultant as part of
the consideration for this Agreement and as an inducement to Fusion to enter into this Agreement
and accept the obligations hereunder.
ARTICLE V
Termination
5.1
Termination of Agreement. This Agreement shall terminate as provided in Section 2.2 hereof
5.2 Obligations of Cyberlux Upon Expiration of the Term or Other Termination. Cyberlux shall pay
to Consultant all Accrued Obligations in a lump sum within fifteen (15) days after the date of
expiration of the Term or other termination of Consultant's engagement hereunder.
DK MDS
claimallegation
Article V cross-refers to termination under Section 2.2 and requires Cyberlux to pay accrued obligations in a lump sum within fifteen days a
Article V cross-refers to termination under Section 2.2 and requires Cyberlux to pay accrued obligations in a lump sum within fifteen days after expiration or termination. No actual termination date or unpaid sum is supplied here.
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4.2
Non-solicitation.
Consultant agrees that for a period of one (1) year from any termination of this Agreement, it
will not and will ensure that none of its employees, on behalf of Consultant or on behalf of any other
person, directly or indirectly, (i) solicit any person that is a customer, client or has or had a
contractual relationship with Cyberlux or any Affiliate to discontinue, terminate, cancel or
retrain from doing business with Cyberlux or any Affiliate, or in any way interfere with the
relationship between such person and Cyberlux or one or more of its Affiliates, or (ii) solicit any
person that is an employee or officer of Cyberlux or any Affiliate to terminate employment with
such company or in any way interfere with the relationship between such person and such company.
4.3
Enforcement.
(a)
If any provision of this Agreement or application to any person, place or
circumstance, shall be held by a court of competent jurisdiction or be found in an arbitration
proceeding to be invalid, unenforceable or void, the remainder of this Agreement and such provisions
as applied to any person, place and circumstance shall remain in full force and effect. It is the
intention of Cyberlux and Consultant that the covenants contained in this Article IV shall be enforced
to the extent of the per annum Consulting Fee paid to Consultant (but no greater extent) in time, area
and degree of participation as is permitted by the law of the jurisdiction whose law is found to be
applicable to the acts allegedly in breach of this Agreement.
(b)
The covenants contained in this Article IV are given by Consultant as part of
the consideration for this Agreement and as an inducement to Fusion to enter into this Agreement
and accept the obligations hereunder.
ARTICLE V
Termination
5.1
Termination of Agreement. This Agreement shall terminate as provided in Section 2.2 hereof
5.2 Obligations of Cyberlux Upon Expiration of the Term or Other Termination. Cyberlux shall pay
to Consultant all Accrued Obligations in a lump sum within fifteen (15) days after the date of
expiration of the Term or other termination of Consultant's engagement hereunder.
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otherattribution
Cyberlux undertakes to pay the $40,000 annual consulting fee for the services.
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1.7
"Services" shall have the meaning set forth in the first preamble.
1.8
"Term" shall have the meaning set forth in Section 2.2 and shall include any extension
as set forth therein.
ARTICLE II
Consultancy Engagement
2.1
Engagement. Cyberlux hereby engages Consultant to provide the Services during
the Term, and Consultant hereby agrees to perform the Services in accordance with the terms
and conditions set forth in this Agreement. Cyberlux acknowledges and agrees that Consultant
shall have discretion concerning the location at which the Services shall be performed.
Consultant
shall take instructions from Mark Schmidt or such other person as may be specified by Cyberlux
from time to time.
2.2
Term. The term of this Agreement shall commence on the date hereof and shall
continue until terminated by either party upon no less than fifteen (15) days prior written notice
or otherwise terminated in accordance with the terms of Article V hereof (the "Term').
2.3
Performance. During the Term, Consultant agrees to take such actions as are
reasonably necessary to provide the Services consistent with the engagement as set forth in Section
2.1 hereof. Consultant agrees to carry out its obligations hereunder honestly, equitably, in good faith
and in the best interests of Cyberlux and its Affiliates. Consultant further warrants that all Services
will be performed in a workmanlike and professional manner.
2.4
Independent Contractor Status.
Consultant shall perform the Services under this
Agreement as an independent contractor and nothing in this Agreement shall be deemed to create a
partnership, joint venture or fiduciary relationship between Cyberlux and Consultant. Consultant
shall at all times be an independent contractor and shall not be entitled to any benefits that are
currently, or which may, in the future, be made available to employees of Cyberlux, including,
without limitation, holiday pay, vacation pay, sick pay, group health insurance, life insurance, stock
options, retirement benefits, bonuses, or workers' compensation benefits. Consultant shall not enter
into any contracts in the name of Cyberlux or on behalf of Cyberlux or any Affiliate.
ARTICLE III
Remuneration
Consulting Fee. As consideration for Consultant's performance of the Services,
Cyberlux agrees to (i) grant Consultant a total of $40,000 per annum, commencing with January 1,
2019.
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entityobservation
Cyberlux Corporation
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CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (Agreement) is made and entered into effective
as of the 1st day of January 2019, between Cyberlux Corporation, a corporation formed under
the laws of the State of Nevada, and Montague Capital Partners LLC, a limited liability
company formed under the laws of the State of North Carolina (Consultant).
WITNESSETH:
WHEREAS, Cyberlux desires to retain Consultant to provide the services specified in
Schedule 1 hereto (collectively, the "Services"); and
WHEREAS, Consultant is willing to provide Cyberlux with the Services on the terms,
and subject to the conditions, set forth herein.
NOW, THEREFORE, Cyberlux and Consultant, each intending to be legally bound,
hereby mutually covenant and agree as follows:
ARTICLE I
Definitions
The following terms used in this Agreement shall have the meanings set forth below.
1.1 “Accrued Obligations” shall mean, as of any date, the aggregate Consulting Fees payable to Consultant hereunder for the Services provided by Consultant as of such date to the extent accrued but not previously paid.
"Affiliate" means, with respect to any Person, any other Person, who directly or
indirectly Controls, is Controlled by, or is under common Control with, that Person.
"Confidential Material" shall have the meaning set forth in Section 4.1.
"Consulting Fee" shall mean the annual fee set forth in Section 3.1 hereto.
1.5
*Control" (including, with correlative meanings, the terms "controlling," "controlled
by," and "under common control with"), as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities or by contract or otherwise.
1.6
"Person" shall mean an individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, other entity or governmental or other agency
or political subdivision thereof.
DK
MDS
entityobservation
Montague Capital Partners LLC
Read the anchor · page 2
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (Agreement) is made and entered into effective
as of the 1st day of January 2019, between Cyberlux Corporation, a corporation formed under
the laws of the State of Nevada, and Montague Capital Partners LLC, a limited liability
company formed under the laws of the State of North Carolina (Consultant).
WITNESSETH:
WHEREAS, Cyberlux desires to retain Consultant to provide the services specified in
Schedule 1 hereto (collectively, the "Services"); and
WHEREAS, Consultant is willing to provide Cyberlux with the Services on the terms,
and subject to the conditions, set forth herein.
NOW, THEREFORE, Cyberlux and Consultant, each intending to be legally bound,
hereby mutually covenant and agree as follows:
ARTICLE I
Definitions
The following terms used in this Agreement shall have the meanings set forth below.
1.1 “Accrued Obligations” shall mean, as of any date, the aggregate Consulting Fees payable to Consultant hereunder for the Services provided by Consultant as of such date to the extent accrued but not previously paid.
"Affiliate" means, with respect to any Person, any other Person, who directly or
indirectly Controls, is Controlled by, or is under common Control with, that Person.
"Confidential Material" shall have the meaning set forth in Section 4.1.
"Consulting Fee" shall mean the annual fee set forth in Section 3.1 hereto.
1.5
*Control" (including, with correlative meanings, the terms "controlling," "controlled
by," and "under common control with"), as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities or by contract or otherwise.
1.6
"Person" shall mean an individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, other entity or governmental or other agency
or political subdivision thereof.
DK
MDS
entityobservation
Mark Schmidt
Read the anchor · page 8
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the
day and year first above written.
CYBERLUX CORPORATION
By: _
mk
Name: Mark Schmidt
Title: CEO
istrict Clerk
MONTAGUE CAPITAL PARTNERS LLC
By:
Name: Denis Kalenja
Title:
Managing Member
ce of Marilyn Burgess Di
official Cop
-7-
entityobservation
Denis Kalenja
Read the anchor · page 8
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the
day and year first above written.
CYBERLUX CORPORATION
By: _
mk
Name: Mark Schmidt
Title: CEO
istrict Clerk
MONTAGUE CAPITAL PARTNERS LLC
By:
Name: Denis Kalenja
Title:
Managing Member
ce of Marilyn Burgess Di
official Cop
-7-
eventattribution
Agreement states effect from 1 January 2019; actual signature timing is not independently established.
Read the anchor · page 2
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (Agreement) is made and entered into effective
as of the 1st day of January 2019, between Cyberlux Corporation, a corporation formed under
the laws of the State of Nevada, and Montague Capital Partners LLC, a limited liability
company formed under the laws of the State of North Carolina (Consultant).
WITNESSETH:
WHEREAS, Cyberlux desires to retain Consultant to provide the services specified in
Schedule 1 hereto (collectively, the "Services"); and
WHEREAS, Consultant is willing to provide Cyberlux with the Services on the terms,
and subject to the conditions, set forth herein.
NOW, THEREFORE, Cyberlux and Consultant, each intending to be legally bound,
hereby mutually covenant and agree as follows:
ARTICLE I
Definitions
The following terms used in this Agreement shall have the meanings set forth below.
1.1 “Accrued Obligations” shall mean, as of any date, the aggregate Consulting Fees payable to Consultant hereunder for the Services provided by Consultant as of such date to the extent accrued but not previously paid.
"Affiliate" means, with respect to any Person, any other Person, who directly or
indirectly Controls, is Controlled by, or is under common Control with, that Person.
"Confidential Material" shall have the meaning set forth in Section 4.1.
"Consulting Fee" shall mean the annual fee set forth in Section 3.1 hereto.
1.5
*Control" (including, with correlative meanings, the terms "controlling," "controlled
by," and "under common control with"), as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities or by contract or otherwise.
1.6
"Person" shall mean an individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, other entity or governmental or other agency
or political subdivision thereof.
DK
MDS
inferenceinference
The agreement establishes the written baseline of compensation, authority and services. A claim for Ukraine commissions requires the later t
The agreement establishes the written baseline of compensation, authority and services. A claim for Ukraine commissions requires the later terms or another instrument; the original scheduled services alone do not supply a five per cent entitlement.
inferenceinference
A contractual conversion option is not an issued security or proof of control. Its financial effect depends on accrued undisputed balances a
A contractual conversion option is not an issued security or proof of control. Its financial effect depends on accrued undisputed balances and actual exercise.
otherattribution
Complete supplied 9-page source reviewed at SHA-256 450abb31d2e7ed00bec523f6ff3130102a798e20893c226bc4542c77cf67b311. Source assertions, ori
Complete supplied 9-page source reviewed at SHA-256 450abb31d2e7ed00bec523f6ff3130102a798e20893c226bc4542c77cf67b311. Source assertions, original visual features, filing/communication context and identified missing attachments are retained. No unexamined later court outcome is inferred.
Read the anchor · page 1
Exhibit A
Unofficial Copy Office of Marilyn Burgess District Clerk
questionquestion
What invoices, payments, undisputed balances, note records and conversion notices establish actual use of the 2019 remuneration provisions?
questionquestion
What executed amendments and termination notices govern the later relationship, and how were the Fusion reference and fee-linked enforcement
What executed amendments and termination notices govern the later relationship, and how were the Fusion reference and fee-linked enforcement wording treated?
questionquestion
What written authorisations and performance records establish whether subsequent contracting acts stayed within the independent-contractor b
What written authorisations and performance records establish whether subsequent contracting acts stayed within the independent-contractor boundary?
distillateallegation
CONNECT
Reviewed relationships
The canvas follows the database: source to DISTIL record, DISTIL record to knowledge object, then reviewed relationship. Position alone means nothing.
The stated annual consulting fee is $40,000 commencing 1 January 2019. An undisputed amount unpaid at the end of the twelve-month period is deemed converted to a one-year promissory note; Montague may charge one per cent monthly interest on an undisputed balance and reserves conversion of principal and accrued interest at $0.0002 per common share. The agreement does not itself show a later balance, note issue or share conversion.referencesThe parties acknowledge $250,000 outstanding under the old agreement: $125,000 overdue more than a year and another $125,000 eligible for the specified note mechanism from 31 December 2023. Cyberlux must give ten business days’ notice before superior or pari passu indebtedness; an election within five business days triggers prior note issue and a UCC filing. The text also promises a confession-of-judgment affidavit and UCC statement. Referenced note and affidavit forms are not included in this sixteen-page exhibit.
The restatement acknowledges an old balance under the original arrangement; this is not an extra payment or proof the balance remains unpaid.
The agreement calls Montague an independent contractor, disclaims partnership, joint venture and fiduciary relationship, excludes employee benefits, and prohibits entering contracts in Cyberlux’s or an affiliate’s name. The written allocation is not evidence that every later act respected this boundary.referencesThe independent-contractor clause disclaims association, partnership, joint venture, employment and agency; Montague cannot bind Cyberlux or make agreements or representations for it without prior written consent. Employee benefits and employer withholding are excluded and Montague provides the stated tax indemnity.
2019 no-contract boundary and 2023 written-consent boundary are version-specific; no implied universal authority from sourcing work.
The stated annual consulting fee is $40,000 commencing 1 January 2019. An undisputed amount unpaid at the end of the twelve-month period is deemed converted to a one-year promissory note; Montague may charge one per cent monthly interest on an undisputed balance and reserves conversion of principal and accrued interest at $0.0002 per common share. The agreement does not itself show a later balance, note issue or share conversion.referencesNew base fees are $250,000 annually in equal monthly instalments on the first business day, commencing 3 January 2023. Montague is responsible for its taxes and receives a 1099-NEC. This new fee is distinct from the acknowledged $250,000 old balance.
Annual fee changes from $40,000 to $250,000; preserve governing period and separate old balance.
The stated annual consulting fee is $40,000 commencing 1 January 2019. An undisputed amount unpaid at the end of the twelve-month period is deemed converted to a one-year promissory note; Montague may charge one per cent monthly interest on an undisputed balance and reserves conversion of principal and accrued interest at $0.0002 per common share. The agreement does not itself show a later balance, note issue or share conversion.referencesExpenses require receipts and written advance consent above $100, with thirty-day reimbursement. Section 3.5 allows one per cent monthly interest starting fifteen days after a due date, subject to the commission provision. Year-end note election provides one-year term, one per cent compounded monthly and conversion at the prior trading day’s closing share price, subject to adjustment. This is not the fixed $0.0002 option of the old text, and overlapping interest clauses must not be mechanically doubled.
Original fixed conversion price and later prior-trading-day mechanism differ; determine applicable instrument, do not merge rates.
The stated annual consulting fee is $40,000 commencing 1 January 2019. An undisputed amount unpaid at the end of the twelve-month period is deemed converted to a one-year promissory note; Montague may charge one per cent monthly interest on an undisputed balance and reserves conversion of principal and accrued interest at $0.0002 per common share. The agreement does not itself show a later balance, note issue or share conversion.referencesThe stated annual consulting fee is $40,000 commencing 1 January 2019. An undisputed amount unpaid at the end of the twelve-month period is deemed converted to a one-year promissory note; Montague may charge one per cent monthly interest on an undisputed balance and reserves conversion of principal and accrued interest at $0.0002 per common share. The agreement does not itself show a later balance, note issue or share conversion.
Same2019fee and note provisions in separate enclosure/exhibit copies; not another debt.
The stated annual consulting fee is $40,000 commencing 1 January 2019. An undisputed amount unpaid at the end of the twelve-month period is deemed converted to a one-year promissory note; Montague may charge one per cent monthly interest on an undisputed balance and reserves conversion of principal and accrued interest at $0.0002 per common share. The agreement does not itself show a later balance, note issue or share conversion.supportsDoes this original agreement itself grant a Ukraine five per cent commission?
Specifically named source propositions support the bounded distinction or question.
The agreement calls Montague an independent contractor, disclaims partnership, joint venture and fiduciary relationship, excludes employee benefits, and prohibits entering contracts in Cyberlux’s or an affiliate’s name. The written allocation is not evidence that every later act respected this boundary.supportsThe agreement establishes the written baseline of compensation, authority and services. A claim for Ukraine commissions requires the later terms or another instrument; the original scheduled services alone do not supply a five per cent entitlement.
Specifically named source propositions support the bounded distinction or question.
Non-solicitation runs for one year after termination and covers interference with customer/contractual and employee/officer relationships. Section 4.3 contains an unusual limit referring to the annual consulting fee paid and names Fusion as the induced party, although Cyberlux and Montague are the named parties. That drafting text is preserved; Fusion is not silently substituted or treated as an established additional party.supportsWhat executed amendments and termination notices govern the later relationship, and how were the Fusion reference and fee-linked enforcement wording treated?
Specifically named source propositions support the bounded distinction or question.
The agreement calls Montague an independent contractor, disclaims partnership, joint venture and fiduciary relationship, excludes employee benefits, and prohibits entering contracts in Cyberlux’s or an affiliate’s name. The written allocation is not evidence that every later act respected this boundary.supportsWhat written authorisations and performance records establish whether subsequent contracting acts stayed within the independent-contractor boundary?
Specifically named source propositions support the bounded distinction or question.
Section 6.4 assigns services and work produced for Cyberlux to Cyberlux, subject to payment of applicable consulting fees. Other clauses restrict assignment and encumbrance of payments, permit counterparts, provide North Carolina law and exclusive courts, require signed written amendments, and preserve Article IV, Section 5.2 and Article VI after termination.supportsWhat executed amendments and termination notices govern the later relationship, and how were the Fusion reference and fee-linked enforcement wording treated?
Specifically named source propositions support the bounded distinction or question.
The stated annual consulting fee is $40,000 commencing 1 January 2019. An undisputed amount unpaid at the end of the twelve-month period is deemed converted to a one-year promissory note; Montague may charge one per cent monthly interest on an undisputed balance and reserves conversion of principal and accrued interest at $0.0002 per common share. The agreement does not itself show a later balance, note issue or share conversion.supportsWhat invoices, payments, undisputed balances, note records and conversion notices establish actual use of the 2019 remuneration provisions?
Specifically named source propositions support the bounded distinction or question.
Section 2 engages Montague for the scheduled services, taking instructions from Mark Schmidt or Cyberlux’s designated person. The engagement continues until at least fifteen days’ prior written termination notice or Article V termination. Montague promises honest, equitable, good-faith, workmanlike performance in Cyberlux and its affiliates’ interests.supportsWhat written authorisations and performance records establish whether subsequent contracting acts stayed within the independent-contractor boundary?
Specifically named source propositions support the bounded distinction or question.
Page 8 visibly bears signature marks at Mark Schmidt, CEO, and Denis Kalenja, Managing Member. Schedule 1 covers acquisition-target identification/strategic advice, business-development opportunities and other reasonably requested services. It contains no Ukraine-specific five per cent commission clause. Visible marks are not independent signature authentication or proof of when ink was applied.supportsDoes this original agreement itself grant a Ukraine five per cent commission?
Specifically named source propositions support the bounded distinction or question.
The stated annual consulting fee is $40,000 commencing 1 January 2019. An undisputed amount unpaid at the end of the twelve-month period is deemed converted to a one-year promissory note; Montague may charge one per cent monthly interest on an undisputed balance and reserves conversion of principal and accrued interest at $0.0002 per common share. The agreement does not itself show a later balance, note issue or share conversion.supportsThe agreement establishes the written baseline of compensation, authority and services. A claim for Ukraine commissions requires the later terms or another instrument; the original scheduled services alone do not supply a five per cent entitlement.
Specifically named source propositions support the bounded distinction or question.
Page 8 visibly bears signature marks at Mark Schmidt, CEO, and Denis Kalenja, Managing Member. Schedule 1 covers acquisition-target identification/strategic advice, business-development opportunities and other reasonably requested services. It contains no Ukraine-specific five per cent commission clause. Visible marks are not independent signature authentication or proof of when ink was applied.supportsThe agreement establishes the written baseline of compensation, authority and services. A claim for Ukraine commissions requires the later terms or another instrument; the original scheduled services alone do not supply a five per cent entitlement.
Specifically named source propositions support the bounded distinction or question.
The stated annual consulting fee is $40,000 commencing 1 January 2019. An undisputed amount unpaid at the end of the twelve-month period is deemed converted to a one-year promissory note; Montague may charge one per cent monthly interest on an undisputed balance and reserves conversion of principal and accrued interest at $0.0002 per common share. The agreement does not itself show a later balance, note issue or share conversion.supportsA contractual conversion option is not an issued security or proof of control. Its financial effect depends on accrued undisputed balances and actual exercise.
Specifically named source propositions support the bounded distinction or question.
Article V cross-refers to termination under Section 2.2 and requires Cyberlux to pay accrued obligations in a lump sum within fifteen days after expiration or termination. No actual termination date or unpaid sum is supplied here.supportsWhat invoices, payments, undisputed balances, note records and conversion notices establish actual use of the 2019 remuneration provisions?
Specifically named source propositions support the bounded distinction or question.
WEIGH
Explained weighting
A score appears only when its components and change threshold are published.
No published WEIGH run
The active Website Edition contains no applied score snapshot for this source or its connected objects. That means not assessed—not zero.