CONSULTING AGREEMENT
This Consulting Agreement dated as of June 1, 2000 by and between
DualStar Technologies Corporation, a Delaware corporation having its address at
0 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("DualStar"), and Hades Advisors LLC, a
New Jersey limited liability company having its address at 000 Xxxxxxx Xxxxx,
Xxxxxxxxx, Xxx Xxxxxx ("Hades").
WHEREAS, DualStar desires to engage Hades to provide consulting
services to DualStar on a variety of matters, including, without limitation,
strategic alternatives and planning; and
WHEREAS, Hades is willing to provide such services on and subject to
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and other good
and valuable consideration, the parties hereto agree as follows:
1. Subject to the terms and conditions set forth herein, Hades hereby
agrees to provide to DualStar and its subsidiaries consulting services (the
"Services") in connection with DualStar's strategic alternatives and planning,
and DualStar hereby agrees to pay Hades for the Services a sum of $20,000 per
month, payable in advance on the first day of each month during the Term
(defined below), and to reimburse Hades for all out-of-pocket expenses incurred
by Hades and its personnel in furtherance of performing the Services.
3. All personnel assigned by Hades to perform Services will be
principals, employees or contractors (collectively, "personnel") of Hades and
Hades will pay all salaries and expenses of, any applicable federal, social
security, federal and state unemployment taxes, and any other payroll or
withholding taxes relating to such employees. Hades will be considered, for all
purposes, an independent contractor, and its will not, directly or indirectly,
act as an agent, servant or employee of DualStar.
4. This Consulting Agreement will be effective from the date hereof and
will terminate on June 1, 2003, at which time it may be renewed, extended or
modified by a written agreement signed by both parties hereto.
5. Hades agrees that the Services to be provided hereunder will be
performed by qualified, careful and efficient personnel in strict conformity
with the best practices and highest applicable standards. Hades is responsible
for the direct management and supervision of its personnel.
6. Hades agrees not to use or disclose to anyone other than employees,
principals, consultants attorneys and other professionals of Hades who have
acknowledged this confidentiality covenant and agree in writing to be bound by
it, during the terms of this Consulting Agreement and for a period of two (2)
years following the
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termination hereof, any Confidential Information (defined below). For purposes
of this Consulting Agreement, "Confidential Information: is (a) information
contained in any materials delivered to Hades pursuant to this Consulting
Agreement, and (b) information which relates to DualStar's business affairs or
that of any of its affiliates, but does not include any information otherwise
made available to Hades in any other capacity apart from this Consulting
Agreement or is otherwise publicly available through no act or failure to act on
the part of Hades. Upon the termination of this Consulting Agreement, Hades
shall deliver to DualStar all Confidential Information and other material in
which DualStar has exclusive rights.
7. Hades's obligation to perform the Services hereunder shall be
excused without liability when prevented by strike, act of God, governmental
action, accident or any other condition beyond its reasonable control. Hades
agrees to resume performance of Services as soon as practicable following
cessation of such condition.
8. This Consulting Agreement may be terminated prior to the end of the
Term or any renewal thereof as provided in this Paragraph 8 and the rights and
remedies of the parties upon such termination shall be as set forth in this
Paragraph. Either party (the "Non-defaulting Party") may terminate this
Consulting Agreement upon a material breach of this Consulting Agreement by the
other party (the "Defaulting Party") if such material breach is not cured by the
Defaulting Party within fifteen (15) days of its receipt of written notice
regarding such breach from the Non-defaulting Party. Other than termination as a
result of a material breach by Hades, DualStar may terminate this Consulting
Agreement only by giving written notice to Hades of DualStar's intention to
terminate this Consulting Agreement accompanied by payment of (i) all unpaid
amounts due hereunder from DualStar to Hades for Services rendered through the
date of termination, plus all reimbursable amounts for which Hades has delivered
to DualStar an invoice on or before the termination date, (ii) $25,000, which
will be used by Hades for reimbursable expenses incurred prior to the
termination date and not yet invoiced, and (iii) an amount equal to the product
of $20,000 times the greater of (A) the number of months remaining in the Term
hereof, and (B) 24. Not later than 60 days following the termination date, Hades
shall provide DualStar with an itemized invoice for reimbursable expenses
incurred by Hades prior to the termination date. To the extent that the $25,000
payment contemplated by clause (ii) above exceeds such invoiced amount, Hades
will remit the difference to DualStar with the itemized invoice. To the extent
that the $25,000 payment contemplated by clause (ii) above is less than the
invoiced amount, DualStar will remit such difference to Hades within 30 days
following receipt of the itemized invoice.
9. DualStar shall not in any action or proceeding, or otherwise, assert
any claim for consequential damages against Hades on account of any loss, cost,
damage or expense which DualStar may suffer or incur because of any act or
omission of Hades or its employees in the performance of the Services, and
DualStar hereby expressly waives all such claims.
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10. This Consulting Agreement may not be assigned by either party
without the prior written consent of the other party.
11. This Consulting Agreement will be governed in all respects by the
law of the State of Delaware.
12. This Consulting Agreement may be amended only by an instrument in
writing executed by the parties or their permitted assignees.
13. All notices pursuant to this Consulting Agreement shall be in
writing, and hand delivered or mailed by first class mail, postage prepaid, or
sent via facsimile to the attention of the person listed below and to the party
intended as the recipient thereof at the address of such party set forth below,
or at such other address or to the attention of such other person as such party
shall have designated for such purpose in a written notice complying as to
delivery with the terms of this Paragraph.
If to Hades: Hades Advisors LLC
000 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxxxx
Fax: (000) 000-0000
If to DualStar: DualStar Technologies Corporation
0 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: President and Chief Executive Officer
Fax: (000) 000-0000
14. Failure by either party at any time to require performance by the
other party or to claim a breach of any provision of this Consulting Agreement
will not be construed as a waiver of any right accruing under this Consulting
Agreement, nor affect any subsequent breach, nor affect the effectiveness of
this Agreement or any part hereof, nor prejudice either party as regards any
subsequent action.
15. This Consulting Agreement constitutes the entire agreement between
Hades and DualStar with respect to the subject matter hereof and no
representation or statement not contained in the main body of this Agreement
shall be binding upon DualStar or Hades as a warranty or otherwise.
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IN WITNESS WHEREOF, the parties hereto have respectively caused this
Consulting Agreement to be executed by their duly authorized signatories as of
the day and year first above written.
DUALSTAR TECHONOLOGIES CORPORATION
By: /s/
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Name: Xxxxxxx Xxxxx
Title: President and Chief Executive Officer
HADES ADVISORS LLC
By: /s/
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Name:
Title:
