EX-10.2



 





Exhibit 10.2




CONSULTING AGREEMENT




     This Consulting Agreement (“Agreement”), made and entered into this 30th day of
April, 2007, by and between Guardian Zone Technologies, Inc., a Delaware Corporation having its
principal office at 17 Woodside Road, Chagrin Falls, Ohio 44023 (the “Company”) and Hoffman
Electronics, Inc., an Ohio corporation, with offices at 33165 Cannon Road, Solon Ohio, 44139 (the
“Consultant”).



WITNESSETH




     WHEREAS, the Company wishes to receive consulting services from Consultant from time to time
in the areas of product engineering and development (the “Services”); and



     WHEREAS, Consultant is willing to provide such Services, and Company and Consultant wish to
enter into this Agreement to set forth the terms and conditions on which Services will be provided;
and



     WHEREAS, in consideration for these Services, the Company shall issue, upon terms and
conditions hereinafter set forth, stock to Consultant, along with the hourly rate provided herein.
(together, the “Fee”).



     NOW, THEREFORE, the Company and Consultant hereby mutually covenant and agree as follows:



     1. Engagement of Consultant. Consultant is hereby retained by the Company, and
Consultant hereby accepts such retainment, as a product engineer and developer and general
engineering consultant to the Company



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for the compensation and on the terms and conditions hereinafter expressed. Consultant shall
perform such consulting duties as are reasonably assigned to him by the Company in regard to the
business of the Company. Services will include Consultant’s advice, counsel, assistance and
recommendations to be furnished at the reasonable request of the Company from time to time in
connection with any and all engineering matters pertinent to the Company. The Services shall also
specifically include the creation and development of various prototypes of wireless and/or
electronic search and rescue concepts and design components in connection with the Company’s
business (the “Prototypes”).




     2. Consultant’s Duties. In addition to the Services described above, Consultant will
make himself reasonably available for general consultation during reasonable times by telephone or
correspondence, and will be available at the Company’s premises if so requested, at the Company’s
Expense. The Company agrees to give Consultant reasonable notice of what Services it desires and
when it desires them to be performed. The Company and Consultant agree to cooperate in resolving
any scheduling problems that may arise with respect to Consultant being available at the times
requested.



     3.Warranties; Highest Professional Standard. Consultant is expected to perform the
Services using only the highest professional standards. Consultant warrants that the Services will
be provided (i) in a prompt, thorough and workmanlike manner in accordance with the due skill and
care generally accepted in the industry and, (ii) in conformity with all requirements under the
Agreement and in a manner that complies with all applicable laws.



     4. Compensation for Services. In consideration for the services provided by
Consultant hereunder, the Company agrees to provide the following:



     (a) the rate of $65.00 (sixty-five dollars) per hour for the Services, according to the time
sheets prepared by Consultant for Company. Company may dispute any such time sheets in good faith
and the parties shall resolve any such disputes in a prompt and commercially reasonable manner; and



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     (b) 1,600,000 (one million six hundred thousand) shares of the Company’s common stock



     In addition to the Fee, the Company shall reimburse Consultant for all valid out-of-pocket
expenses approved by the Company, which shall be reimbursed to Consultant.



     5. Term. The term of this Agreement (the “Term”) shall begin on the date of this
Agreement and expire on April 30, 2008; provided that it may be extended by mutual agreement in
writing for additional one-month terms and may be terminated during the Term as provided in Section
6 hereof.



     6. Independent Contractor Status. Consultant shall at all times be acting and
performing hereunder as an independent contractor. In connection with the performance by Consultant
of Services, the Company shall not have or exercise any control or direction over the Services
performed by Consultant, and will not in any way supervise or control his activities. Consultant
shall perform all of the Services herein provided for relying on his own experience, knowledge,
judgment and techniques. Consultant shall not, in the performance of his duties, be managed or
advised concerning the same by the Company. Consultant will not be acting as the employee, agent,
partner, servant or representative of the Company, and Consultant will not have any authority to
bind the Company or any subsidiary of the Company in any manner.



     7. Termination of Agreement. Notwithstanding that the Term shall not have been
completed, the Agreement may be terminated as follows: (a) by mutual written consent of the
parties; (b) upon expiration of the Term as set forth in Section 4, above; (c) either party may
terminate this Agreement upon written notice to the other party (which notice shall describe with
reasonable specificity such other party’s breach) in the event that the other party continues to be
in material breach of its material obligations hereunder for more than thirty (30) days after
receipt of written notice of such breach; (d) upon the death of Consultant, or (e) if Consultant
should be incapacitated by illness or any other matter from performing his duties hereunder for a
continuous period of sixty (60) days.



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     8. Ownership of Work Product. For all work products created under this Agreement,
Consultant and its employees engaged hereby assign, cede and grant to the Company all rights to
possession of, and all right, title, and interest, including all copyright rights and patents and
the right to prepare and exploit derivative works, in the work products created under this
Agreement, in whatever form or medium captured, and in and to all physical and electronic
materials, including, but not limited to, software, drawings, videos, manuals, charts, photographs,
designs, papers, documents, and copies, abstracts, and summaries thereof, hereinafter referred to
as “Products”, which may come into its possession and the possession of its employees in any manner
by reason of engagement under this Agreement. Consultant shall promptly disclose to Company any
Products known to it or its employees by reason of engagement under this Agreement, and all such
Products (which are not mere modifications or enhancements to Consultant-owned software, drawings,
videos, manuals, charts, photographs, designs, papers, documents, and copies, abstracts, and
summaries thereof) shall be deemed to the fullest extent possible to be works made for hire
exclusively for the Company, with the Company having sole ownership of such Products and the sole
right to obtain and to hold in its own name patents, copyrights, or such other protection as the
Company may deem appropriate to the subject matter, and any extensions or renewals thereof (though
the Company is under no obligation to file any patent application, secure or maintain any patent or
register any copyright). Consultant agrees to give the Company or any person designated by the
Company at the Company’s expense, all assistance reasonably required to perfect the rights herein
above defined, including without limitation the procurement, at the Company’s request, of written
assignments and title commitments in a form acceptable to the Company from all of Consultant’s
employees and agents engaged hereunder.


The provisions of this Section do not apply to any material previously belonging to the Consultant
or lawfully acquired by the Consultant in a manner independent of this Agreement that are used by
the Consultant in the course of work hereunder. However, Consultant hereby grants the Company a
worldwide, royalty free, perpetual license to use, modify, alter and transfer internally such
Consultant owned material. Consultant does not receive any proprietary rights or licenses as a
result of its services hereunder.




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     9. Confidential Information. Consultant agrees that, during the Term and for a
period of three (3) years after the termination of this Agreement, for whatever reason, he will
treat as confidential and maintain in confidence all information relating to the business of the
Company, including without limitation the identity of the customers and suppliers of the Company,
the Company’s arrangements with such suppliers and customers, and technical data relating to the
Company’s products and services (“Confidential Information”). In addition, Consultant agrees that,
without the prior written approval of the Company, he will not disclose any such Confidential
Information at any time to any person, corporation, association or other entity except authorized
personnel of the Company. Upon the termination of this Agreement for any reason, Consultant will
not take or retain from the premises of the Company or any subsidiary of the Company any records,
files or other documents, or copies thereof, relating in any way to the business operations of the
Company or any subsidiary of the Company. Notwithstanding the foregoing, Confidential Information
shall not include and the provisions of this Agreement shall not apply to any information disclosed
by the Company and/or Consultant (1) if such information is demonstrated to be generally available
to the public at the time of its disclosure to Consultant; (2) after the time, if any, that such
information becomes generally available to the public without any breach by Consultant; (3) was
already in Consultant’s possession at the time of disclosure to Consultant (whether such disclosure
is before or after the date hereof); (4) is developed by Consultant independently of the Service;
or (5) was lawfully received by Consultant from a third party without restrictions on disclosure or
use. It is expressly agreed that the remedy at law for breach of the agreements set forth in this
Section is inadequate and that the Company shall, in addition to any other available remedies
(including, without limitation, the right of offset), be entitled to injunctive relief to prevent
the breach or threatened breach thereof.



     10. Indemnification.



     (a) Notwithstanding anything to the contrary in this Agreement, Consultant shall have no
obligation to Company with respect to any action based on the combination or use of the Prototypes
with other products not furnished by Consultant where the use of the Prototypes otherwise would not
be infringing.



     (b) Consultant shall defend, indemnify and hold harmless the Company and its officers,
directors, employees, agents, subsidiaries and other



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affiliates, from and against any and all damages, costs, liability, and expense whatsoever
(including attorney’s fees and related disbursements) incurred by reason of (a) injury or death to
any person or any damage to or loss of property which is due to the gross negligence or willful
misconduct of Consultant.




     11. Assignability. The Company shall have the right to assign this Agreement to any
subsidiary of the Company and all covenants and agreements hereunder shall inure to the benefit of
and be enforceable by or against said assigns. The rights, benefits and obligations of Consultant
under this Agreement are personal to him, and no such rights, benefits or obligations shall be
subject to voluntary or involuntary alienation, assignment or transfer.



     12. Governing Law; Consent to Jurisdiction. This Agreement shall be deemed to have
been made under, and shall be construed and interpreted in accordance with, the laws of the State
of Ohio, excluding any conflicts-of-law rule or law which might refer such construction and
interpretation to the laws of another state, republic or country. The parties hereby submit to the
jurisdiction of the state and federal courts in Ohio and waive any right to which they might be
entitled to submit any dispute hereunder to the courts of another state, republic or country.



     13. Modifications; Waiver. This Agreement shall not be amended or modified except by
written instrument executed by the Company and Consultant. The failure of the Company or Consultant
to insist upon strict performance of any provision hereof shall not constitute a waiver of, or
estoppel against asserting, the right to require such performance in the future, nor shall a waiver
or estoppel in any one instance constitute a waiver or estoppel with respect to a later breach of a
similar nature or otherwise.



     14. Remedies. The remedies accorded to the parties by this Agreement are in addition
to, and not in lieu of, all other remedies to which the parties may be entitled at law or in
equity.



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     15. Inconsistent Obligations. Consultant represents and warrants that, at the date
of this Agreement, he has no obligations that are inconsistent with those of this Agreement.



     16. Sole Agreement. All prior negotiations and agreements between the parties hereto
relating to the transactions, employment and services contemplated hereby are superseded by this
Agreement, and there are no representations, warranties, understandings or agreements with respect
to such transactions, employment or services other than those expressly set forth herein.



     17. Severability. If any of the terms or conditions of this Agreement are held by
any court of competent jurisdiction to be unenforceable or invalid, such unenforceability or
invalidity shall not render unenforceable or invalid the entire Agreement. Instead, this Agreement
shall be construed as if it did not contain the particular provision or provisions held to be
unenforceable or invalid, the rights and obligations of the parties shall be construed and enforced
accordingly, and this Agreement shall thereupon remain in frill force and effect.



{Signature Page Follows}




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     IN WITNESS WHEREOF, the Company and Consultant have executed this Agreement as of the day and
year first above written.



Hoffman Electronics, Inc.




/s/ Ronald J. Hoffman




Consultant




Guardian Zone Technologies, Inc.




/s/ Thomas J. Radu




By: Thomas J. Radu




Its: President





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