exv10w17



 



Exhibit 10.17



GENERAL DYNAMICS

Advanced information Systems


Dr. Paul G. Kaminski

Technovation, Inc.

6691 Rutledge Drive

Fairfax Station, VA 22039


Re: Consulting Agreement EYC0406; Project No.0997-0050


Dear Dr. Kaminski:


This letter confirms the Consultant Agreement between us as outlined below:


1.     Services to be Rendered


General Dynamics Advanced Information Systems, acting through General Dynamics
Government Systems Corporation, a Delaware corporation, with offices at 100
Ferguson Drive, Mountain View, California 94043 (“GDAIS”) retains you to
render, and you agree to render to GDAIS, your services as an independent
consultant subject to the terms and conditions of this agreement. GDAIS will
request from you the services described in the Statement of Work, dated 7
October 2002 (enclosed as Attachment A), through our Technical Monitor,
Philippe Wiener, or his designee.


2.     Place of Work


You agree to render your services under our agreement at times and place(s)
that are mutually agreeable.


3.     Terms of Agreement


This agreement is effective as of 4 October 2002, and will end on 31 December
2002, with the exception that either you or GDAIS may terminate this agreement
at an earlier date, as long as the other party is given 30 days prior written
notice of the intended termination. Your obligations, as outlined in
paragraphs 6, 7, and 10 below, will survive any termination of this agreement.


4.     Fees and Expenses


GDAIS will pay you Twenty Thousand Dollars ($20,000) as a retainer for your
labor during the period 4 October 2002 through 31 December 2002. GDAIS also
will reimburse you no more than Five Thousand Dollars ($5,000) for travel
expenses during that same period. GDAIS will pay you the retainer upon full
execution of this agreement. The retainer will cover up to 4 days of your
labor.


Upon expiration of this agreement, you will submit an invoice quarter detailing
the following:



	 	(a)	 	days of service performed;
	 
	 	(b)	 	nature and scope of services provided; and
	 
	 	(c)	 	a breakdown of travel expenses. (Documentation, including
receipts, in support of travel expenses will be retained by you and
will be available for our review upon request.)



5.     Services for Others


 






 


During the term of this agreement, or during any extension of this agreement,
you may render services as a consultant to your existing clients (i.e., Boeing
and Raytheon). You will not be expected to render services to GDAIS in any
area that you believe would lead to conflicts with assignments you have already
undertaken with your existing clients. In those specific business areas where
you agree to assignments in support of GDAIS, you will not serve any business
or organization, or engage in any business on your own behalf that conflicts
with GDAIS’ without our express, written permission. You agree to provide us
with a full and complete list of your current clients and the names of your
principal contact with your clients and to notify us in writing whenever you
add new clients, delete clients, or change principal contact with your clients.
GDAIS may terminate this agreement immediately if you breach any part of this
covenant.


6.     Confidential Nature of Work


You will not, during or after the term of this agreement, divulge without
GDAIS’ approval, any information or knowledge relating to (i) any project on
which we shall have worked or shall be working, or (ii) our business or that of
our subsidiaries or suppliers, which you shall have obtained during the term of
this agreement and which are not generally known or recognized.


7.     Inventions and Intellectual Property Rights


The provisions governing inventions and intellectual property rights are as
follows:



	 	(a)	 	All inventions, discoveries, improvements, devices, designs,
apparatus, practices, processes, methods, or products (hereinafter
individually or collectively called “inventions”), whether
patentable or not, trade secrets, technical and other data, and all
copyrightable material made, developed, perfected, devised,
conceived or first reduced to practice by you, either solely or
jointly with others, or your employees (if any) during the term of
this agreement and in the course of or in any way connected with
your work for us shall be our sole and exclusive property, except as
may otherwise be required as provided in subparagraph (c) below.
All such intellectual property developed will be considered “works
for hire” in invention or work in a fiduciary capacity for our
benefit and you shall grant, and do hereby grant and assign to us
all right, title, and interest in and to, each and every such
invention. You shall promptly disclose to us in writing complete
information relative to any such invention or work.
	 
	 	(b)	 	At our request during and after the term of this agreement,
and without further compensation, you agree to (i) assist us, our
attorneys and nominees in preparing and prosecuting the United
States and all foreign countries applications for patents covering
all such inventions or copyrights of such works, (ii) execute,
acknowledge and deliver any and all instruments deemed by us, our
attorneys or nominees to be necessary or helpful to make, file or
prosecute all such applications or in connection with continuations,
renewals or reissues thereof or in the conduct of all proceedings or
litigations in regard thereto, (iii) execute any and all
instruments deemed by us, our attorneys or nominees to be necessary
to transfer, confirm, evidence or protect title in and to all
patents covering inventions and copyrights to us or our nominees,
and (iv) cooperate and assist us or our nominees in any legal
proceeding or controversy or in connection with any contractual
obligation relating to any and all such inventions and/or
copyrights.
	 
	 	 	 	Any expenses incurred by you in discharging your obligations
pursuant to this subparagraph 7(b) shall be paid or reimbursed by
us or our nominees.
	 
	 	(c)	 	You understand that we have entered into, or from time to
time in the future may enter into, agreements with agencies of the
United States Government (including, but not limited to, the
Department of Defense) and that we may be subject to laws and
regulations which impose obligations, restrictions and limitations
on us with respect to inventions and patents which may be acquired
by us or which may be conceived or developed by consultants,
employees and others rendering services to us. You agree to be
bound by all such obligations, restrictions and limitations on us
with respect to inventions and patents which may be acquired 



 






 





	 	 	 	by us
or which may be conceived or developed by consultants, employees and
others rendering services to us. You agree to be bound by all such
obligations, restrictions and limitations applicable to inventions
conceived or developed by you in the course of, or in any way
connected with your work under this agreement, and to take any and
all further action which may be required to discharge such
obligations and to comply with such restrictions and limitations.
	 
	 	(d)	 	You will keep complete, accurate and authentic accounts,
notes, data and records of all inventions and other works in the
manner and form requested by us. Such accounts, notes, data and
records shall be our property and, upon request by us, you shall
promptly surrender them to us or, if not theretofore surrendered
upon our request or otherwise, you shall surrender the same to us
upon the termination of this agreement.
	 
	 	(e)	 	You represent that you have no agreement with any other party
that would preclude your compliance with your obligations set forth
in this paragraph.



8.     Activity Reports


You agree to submit written reports that fully disclose all services performed
pursuant to this agreement and the results thereof, in the manner, at the times
and to the extent required by us. This shall normally include:



	 	(a)	 	a brief written statement of the nature and scope of the
service accompanying each quarterly invoice submitted for payment;
periodic activity reports, as appropriate;
	 
	 	(b)	 	year-end activity reports; and
	 
	 	(c)	 	a final written report at the expiration of this agreement.



You will from time to time, at our request, and in any event, upon termination
of this agreement, deliver to us all working papers, plant or engineering data,
and other documents and materials that have been made available to you in
connection with your performance of services under this agreement.


9.     Nature of Relationship


It is understood that in performing any services pursuant to this agreement,
you are acting as an independent contractor and not as an employee, agent or
representative of GDAIS. You will be responsible for reporting and paying any
federal and state taxes owing on the consulting income received.


You will not act as our agent or enter into any agreements or incur any
obligations on our behalf, or commit us in any other manner, without our prior
written consent. You shall indemnify and hold us harmless from any liability,
loss or damage whatsoever for injuries (including death) to you or any of your
assistants, representatives and employees arising out of performance under this
agreement or otherwise.


You agree to conduct your performance under this consultant agreement in
accordance with the General Dynamics Standards of Business Ethics and Conduct
and the General Dynamics’ policies and procedures relating to accounting and
expense reporting and travel.


You understand that Federal law on procurement integrity places restrictions on
obtaining and handling competition sensitive, proprietary and source selection
information. This law also requires contractors’ consultants to certify their
compliance.


You will not be expected to furnish advice, information, direction or
assistance in support of the preparation or submission of an offer for a
government contract, that would cause you to be a “marketing consultant” and
covered by rules and regulations contained in 48 CFR Subpart 9.5 and Office of
Federal Procurement Policy 89-1. Prior to accepting this engagement, you have
disclosed any potential organizational conflict of interest and have determined
that your performance under this agreement would not provide the Company with
an unfair competitive

 






 




advantage. Further, should you discover subsequent to
the execution of this agreement that a conflict of interest or unfair
competition advantage situation exists, you agree to promptly disclose to the
Company the facts relating to the situation.


The Federal Government has placed restrictions on the allowability of costs
incurred in certain lobbying and consulting activities. These restrictions
apply to you and are found in the “Byrd Amendment” (31 U.S.C. 1352) and
restrict the allowability of certain costs incurred while lobbying congress or
contacting executive agencies in connection with Federal contracts.


10.     Publicity


Except as required by law, neither you nor any of your employees, officers,
agents or advisors shall issue any press release or make any other public
statement relating to this Agreement, any work done under this Agreement or any
of the transactions contemplated by this Agreement without obtaining the prior
written approval of GDAIS and General Dynamics Corporation as to the contents
and the manner of presentation and publication of such press release or public
statement.


11.     Indemnification


You shall release us from any liability, loss or damage whatsoever for injuries
(including death) to you arising out of your performance under this agreement
or otherwise. General Dynamics shall indemnify you for any reasonable amount
that you become legally obligated to pay in connection with any claim made
against you by a third party or on behalf of General Dynamics because of any
act, omission or neglect or breach of duty which you commit or suffer or permit
to occur while acting in any authorized capacity as a consultant pursuant to
this agreement, provided that you are either wholly successful with respect
thereto, or acted in good faith in what you reasonably believed to be the best
interests of General Dynamics, and with respect to any criminal action or
proceeding, had no reasonable cause to believe that your conduct was unlawful.
The term “claim” shall include any claim, action, suit or proceeding, civil,
criminal, administrative or investigative, whether such claim is alleged action
or inaction in, or is otherwise based upon your capacity as a consultant, and
whether or not you are acting or serving in such capacity at the date hereof,
at the time liability is incurred, or at the time the claim is asserted. The
term “wholly successful” shall mean termination, withdrawal or dismissal of any
claim against you without any finding of liability or guilt against you, or the
expiration of a reasonable period of time after the making of any claim without
the institution of the same, without any payment or promise make to induce a
settlement.


12.     Security


You shall abide by all applicable security laws and regulations of the United
States of America and GDAIS and shall take or refrain from taking any action
that may be required for compliance therewith.


The following guidelines apply:



	 	(a)	 	Except in connection to authorized visits:
	 
	 		 	1.   The consultant shall not possess classified material
away from the premises of the GDAIS.
	 
	 		 	2.   GDAIS shall not furnish classified material to the
consultant at any location other than the premises of the using
contractor.
	 
	 	(b)	 	GDAIS shall provide classification guidance to the
consultant, and shall brief the consultant as to the security
controls and procedures applicable to the consultant’s performance.
	 
	 	(c)	 	The consultant shall not disclose classified information to
any unauthorized person.
	 
	 	(d)	 	The consultant is the owner of the consulting firm and is the
only official/employee of the consulting firm who may provide
consulting services pursuant to this agreement.



 






 




It is understood that a security clearance up to the level of Top Secret may be
required to perform services requested under this agreement. Our Security
Department will contact you concerning the execution of appropriate government
clearance forms.


13.     Assignment


Neither party may assign or transfer its rights or obligations under this
Agreement without the prior written consent of the other party, which shall not
be unreasonably withheld. Any impermissible assignment will be void and will
not relieve the assigning party of its obligations under this Agreement.
Notwithstanding the foregoing, either party may assign or transfer its rights
and obligations under this Agreement to an affiliated entity that acquires a
substantial portion of its assets. This Agreement inures to the benefit of,
and is binding upon, the successors, permitted assigns and personal
representatives of the parties hereto.


14.     Successors


This agreement shall inure to the benefit of and be binding upon (a) our
successors and assigns and (b) your heirs, executors and administrators.


15.     Entire Agreement


This contains the entire agreement between us with respect to the consulting
services to be rendered by you to GDAIS and supersedes all prior agreements,
arrangements, and or understandings regarding the subject matter hereof.


If the foregoing clearly sets forth our understanding, will you please sign and
return to us the enclosed duplicate copy of this agreement, which shall
thereupon constitute an agreement between us.



	 	 	 
	 	 	
Very Truly Yours,
	 
	 	 	
GENERAL DYNAMICS ADVANCED

INFORMATION SYSTEMS, acting

through GENERAL DYNAMICS

GOVERNMENT SYSTEMS

CORPORATION
	 
	 	 	
/s/ Arie Moses



Arie Moses

Manager, Subcontracts
	 
		 	 



Confirmed and accepted this 30th day of October 2002, by:



	 	 	 
	/s/ Paul G. Kaminski



Paul G. Kaminski

Chairman & CEO

Technovation, Inc	 	
54 1860609



Social Security Number or

Employer Identification Number