EXHIBIT 10.12
VANTAGEMED
XXXXXXX CONSULTING AGREEMENT
July 27, 1999
Gentlemen:
This letter confirms our agreement between VANTAGEMED ("the Company")
and the Xxxxxxx Corporate Finance Inc. ("Xxxxxxx") in connection with
the investment by Xxxxxxx in the Company and to provide financial
consulting and management services pursuant to the following
procedures, terms and conditions:
1. Term
The Company hereby retains Xxxxxxx, and Xxxxxxx hereby accepts such
engagement, for a term commencing on August 1, 1999 and terminating on
July 31, 2002.
2. The Company's Obligation
(a) At Xxxxxxx'x request, the Company will furnish written
quarterly status reports to Xxxxxxx describing both positive
and negative events, financial information or from time to
time as needed within 20 days of request.
(b) At Xxxxxxx'x request, the Company at its own expense will make
presentations to investors in Switzerland once a year at their
own expense.
(c) The Company agrees to give Xxxxxxx exclusivity for any private
equity transaction in Switzerland.
(d) The Company shall keep the terms of this Agreement and any
terms on a financial transaction confidential and shall not
release any information to third parties without the written
consent of Xxxxxxx.
(e) The Company agrees to elect Xxxxx Xxxxxxx as a Director.
3. Duties and Representation of Xxxxxxx
(a) Xxxxxxx will provide services to the Company in the form of
consultation, advice and assistance upon the reasonable
request of the Company and at such times as are convenient to
Xxxxxxx in its reasonable discretion. Such services may
include, but are not limited to, (i) providing general
business, financial and investment advice to the Company
during the terms of this Agreement, and (ii) serving as a
liaison between Xxxxxxx clients/investors and the Company by
disseminating information, including proxy and other
shareholder material, to such investors on behalf of the
Company.
(b) Xxxxxxx agrees to use its best efforts in performing the
foregoing services.
4. Compensation
(a) In consideration of the services to be provided by Xxxxxxx
hereunder, the Company shall pay Xxxxxxx US$2,000 per month.
5. Status of Consultant
Xxxxxxx agrees to render services to the Company as an independent
contractor to, and not as an employee of, the Company. Xxxxxxx
acknowledges and agrees that it will be an independent contractor for
all purposes including, but not limited to, payroll and tax purposes,
and that Xxxxxxx shall not represent itself to be an employee or
officer of the Company.
6. Termination
This Agreement may be terminated by the Company or Xxxxxxx upon thirty
(30) days prior written notice to the other party. If terminated
without cause by the Company, the full balance through July 31, 2002 of
the consulting fee will be immediately due, including the accrued
balance.
7. Assignment
The terms of this Agreement shall inure to the benefit of the
respective successors and permitted assigns of the parties hereto, and
the obligations and liabilities assumed in this Agreement by the
parties hereto shall be binding upon their respective successors and
permitted assigns. This Agreement may not be assigned by the Company or
Xxxxxxx without the prior written consent of the other party hereto.
8. Confidentiality
Except as the Company may otherwise consent for Company's benefit,
Xxxxxxx agrees to keep confidential and not to disclose or make any use
of, at any time, either during or subsequent to the terms of this
Agreement, any inventions, trade secrets, confidential information,
knowledge, data or other information of the Company relating to
products, processes, know-how, designs, formulas, test data, customer
lists, business plans, marketing plans and strategies, pricing
strategies, or other information pertaining to the Company or any of
its affiliates.
9. Governing Law
This Agreement shall be governed by the laws of the State of
California, USA without giving effect to the principles of conflicts of
the law; and the parties hereby consent to the jurisdiction of the
State and Federal courts in the State of California for themselves and
their assets.
10. Counterparts
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall
be deemed to be the same agreement.
If the foregoing is in accord with your understanding of our agreement,
please sign in the space provided below and return a signed copy of
this letter to the Company.
Sincerely,
VantageMed, Inc.
By: /s/
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Xxxx Xxxxxx
Accepted and agreed:
Xxxxxxx Corporate Finance Inc.
By: ___________________________