EXHIBIT 10.16
CONSULTING SERVICES AGREEMENT
Magnitude Information Systems, Inc., having a business address at 000 Xxxxx 00,
Xxxxxxx XX 00000 ("Magnitude"), subject to the approval of Magnitude's board of
directors, hereby enters into this consulting services agreement ("Agreement")
effective as of September 25, 2003 ("Effective Date"), to retain Xxxx Xxxxxxxx,
with an address at Xxxxxxxxxxx 00, 0000 Xx. Xxxxxx, Xxxxxxxxxxx ("Consultant"),
as a non-exclusive independent contractor to perform the services described
herein.
1. THE SERVICES. Magnitude and Consultant agree that Magnitude hereby
retains Consultant to render consulting services to Magnitude as
specified on Schedule 1 attached hereto (the "Services") during the
Term (as described below).
2. COMPENSATION. Magnitude and Consultant agree that Consultant shall be
entitled to receive the compensation set forth on Schedule 2. In
addition, Magnitude agrees to reimburse Consultant for certain
pre-approved expenses incurred in providing the Services. Payment for
expenses shall be made within thirty days after an invoice, together
with proper documentation, is received by Magnitude.
3. TERM. The term of this Agreement shall begin on the Effective Date and
will continue in effect for a period of 24 months (the "Term").
4. INDEPENDENT CONTRACTOR STATUS. Consultant agrees that it is an
independent contractor and not an agent or employee of Magnitude and
Consultant will not hold itself out as such an agent or employee.
Consultant has no authority or responsibility to enter into any
contracts on behalf of Magnitude.
5. CONFIDENTIAL INFORMATION/TRADE SECRETS. During the course of the
performance of the Services, Consultant may have access to, have
disclosed to it, or otherwise obtain information which Magnitude
identifies in writing or through labeling as being of a confidential
and/or proprietary nature to it (the "Confidential Information")
Consultant shall use such Confidential Information solely in
performance of its obligations under this Agreement and shall not
disclose or divulge it to, or use for the benefit of, any third parties
without Magnitude's prior consent. Information shall not be deemed
confidential if such information is: (i) already known to Consultant
free of any restriction at the time it is obtained, (ii) subsequently
learned from an independent third party free of any restriction; or
(iii) available publicly.
6. PUBLICITY. Consultant will not represent its business relationship with
Magnitude or this Agreement to any persons or entities, publicly or
privately, in any terms or to any extent, except as is described in
Schedule 1 of the Agreement. Any press release or other public
disclosure of this Agreement or of the business relationship between
Consultant and Magnitude must be approved in advance thereof by both
Consultant and the Magnitude in writing. Neither party shall use the
other's name, logo, trademarks or service marks in any advertising,
publicity releases, or any other materials without that party's prior
written approval.
7. BEST EFFORTS. Magnitude understands that Consultant shall utilize its
best efforts in providing the Services set forth on Schedule 1.
Magnitude fully understands that Consultant does not and cannot promise
that any specific result will be achieved through engagement of
Consultant. Furthermore, Magnitude understands that Consultant will
never attempt to improperly influence any governmental or corporate
official or entity or otherwise seek to accomplish any improper goal on
behalf of Magnitude.
8. DISPUTE RESOLUTION. The parties agree that any and all disputes arising
out of or relating to this Agreement or the Services shall be
determined exclusively by confidential, final and binding arbitration
in New York City in accordance with the American Arbitration
Association, except that Magnitude and Consultant shall retain the
right to seek injunctive and equitable relief for any actual or
threatened breach of sections 5 or 6 of this Agreement in any state,
federal, or international court of competent jurisdiction. Without
limitation of the foregoing, each party acknowledges that it is hereby
waiving any right to have any such dispute resolved by jury trial.
9. AMENDMENTS. No amendments or modifications shall be binding upon either
party unless made in writing and signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date and year first above written.
XXXX XXXXXXXX MAGNITUDE INFORMATION SYSTEMS, INC.
/s/ Xxxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
---------------------------- -------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chairman & CEO
SCHEDULE 1
DESCRIPTION OF SERVICES
-----------------------
1. Assist Magnitude in its general business development efforts, helping
to augment its marketing and strategic partnership/joint venture
efforts, with respect to the European theatre and markets.
2. Provide strategic advisory and consulting services with respect to the
exploration of strategic alternatives for maximum exposure in and
penetration of above markets.
3. Undertake research and periodically report to Magnitude about trends in
the ergonomic products and services areas and about competitive
products /services provided by third parties in above markets.
4. Arrange for conference calls and meetings with qualified potential
partners and clients on a pre-approved basis.
SCHEDULE 2
COMPENSATION SCHEDULE
RETAINER FEE. Magnitude shall pay to Consultant, upon approval of this Agreement
by Magnitude's board of directors, a retainer fee consisting of the following:
(a) One million restricted shares of Magnitude's common stock, bearing
piggy-back registration rights with respect to any subsequent
registration of Magnitude's common stock except for filings on Form
S-8;
(b) Stock options for 1.5 million shares of Magnitude's common stock,
exercisable during three years at the price of $0.07 per share, whereby
the shares underlying such option shall bear piggy-back registration
rights with respect to any subsequent registration of Magnitude's
common stock except for filings on Form S-8.
