Consulting Agreement By & Between Co. & R. Parks

EXHIBIT 10.45


CONSULTING AGREEMENT


This Consulting Agreement ("Agreement") is entered into effective as of the 15th day of March 1999, by and between Alpha Microsystems ("Alpha Micro"), a California corporation, and Randy Parks ("Consultant").


WHEREAS, Consultant will provide consulting services to Alpha Micro, further described in Exhibit "A" attached hereto and incorporated by reference.


WHEREAS, Alpha Micro desires that Consultant provide such services in accordance with the terms of this Agreement.


NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


1. Services.


Consultant shall provide at mutually convenient times and places during the term of this Agreement, the consulting services described on Exhibit "A" as may be requested by Alpha Micro from time to time. Such services must be authorized in writing in advance by Alpha Micro, including the definition of such services and the time allotted for the services.


2. Term and Termination.


This Agreement shall commence as of the date first above written and shall continue until (a) terminated by either party for any reason upon 30 days notice to the other party, or (b) terminated by Alpha Micro immediately for failure to satisfactorily provide the services set forth above.


3. Payment.


Alpha Micro shall pay to Consultant, in consideration for the services to be provided in Exhibit "A", the amount of $440 per hour payable, with the first 40 hours of exclusive consulting with Alpha Microsystems payable upon completion of this agreement. Subsequent hours will billed in 40 hour block time invoice at a rate of $110 per hour and payable upon approval by Doug Tullio or Jeff Dunnigan.. Payment will be made after receipt by Alpha Micro of a suitable invoice from Consultant.


4. Disclosure and Assignment of Ideas and Creation


Consultant agrees to communicate promptly, completely, and in writing to Alpha Micro all recommendations, changes, improvements and/or discoveries ("Recommendations") conceived or made by Consultant, either solely or jointly with others, which arise from or are a consequence of its consulting services to Alpha Micro, in whole or in part, or which are developed or reduced to practice, in whole or in part, with facilities, materials, funds, salaries, fees or other compensation of Alpha Micro, provided such recommendations are within the general field or interest of Alpha Micro's activities. Consultant agrees that all such recommendations, as well as all reports, code programs, designs, data and documentation created by Consultant in the course of providing services to Alpha Micro hereunder ("Creations") are and shall become the sole property of Alpha Micro. Consultant hereby assigns, and


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agrees to assign, to Alpha Micro all right, title and interest in and to
such Recommendations, and Creations and to execute all such documents
and take all such actions a Alpha Micro shall reasonably request, but at
no cost to Consultant, to give effect to the foregoing assignment.


5. Work Product


Consultant agrees to communicate promptly, completely, and in writing to Alpha Micro all recommendations, changes, improvements and/or discoveries ("Recommendation") conceived or made by Consultant, either solely or jointly with others, which arise from or are a consequence of his consulting services to Alpha Micro, in whole or part, with facilities, materials, funds, salaries, fees or other compensation of Alpha Micro, provided such recommendations are within the general field or interest of Alpha Micro's activities.


Consultant hereby assigns, and agrees to assign, to Alpha Micro all right, title and interest in and to such recommendations, changes, improvements and/or discoveries, and to execute all such documents and take all such actions as Alpha Micro shall reasonably request, but at no cost to Consultant, to give effect to the foregoing assignment.


6. Proprietary Information


It is expressly understood and agreed that the financial information and other information about Alpha Micro and its business which Consultant obtains from Alpha Micro constitute confidential information. Consultant agrees to observe complete confidentiality with regard to such information including, without limitation, (i) not to disclose or otherwise permit access to such information by any other person or entity in any manner whatsoever, except that such disclosure or access shall be permitted to employees of Consultant requiring access in the fulfillment of the services provided under this Agreement; (ii) to assure that Consultant's employees, agents, representatives, and independent contractors are advised of the confidential nature of such information and to assure by agreement or otherwise that they are prohibited from copying or reviewing, for any purpose whatsoever, the contents of such information or any party thereof, or from taking any action otherwise prohibited under this Paragraph; (iii) not to use such i ...