EXHIBIT 10.3
CONSULTING AGREEMENT
This agreement is made and entered into by and between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
▇▇., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to
as "Consultant") and CYNET, INC., ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇ (hereinafter referred to as "Company"), this 17th day of June, 1997.
Witnesseth:
Whereas, Consultant has skills and experience in the area of finance,
business development and Investment Banking, and
Whereas, Company wishes to engage Consultant to assist Company in
fashioning its Investment Banking strategies especially with respect to an
Initial Public Offering and later Public Offerings of its stock and other
securities, mergers and acquisitions and Consultant is willing to accept such
employment:
Now, therefore, in consideration of the mutual covenants and agreements
herein contained, and for other good and valuable consideration, the parties
hereby agree as follows:
I. DUTIES
1.01 Company hereby engages Consultant, on a non-exclusive basis, to
advise Company and otherwise assist it in formulating its investment, merger and
acquisition strategies and in the formation of its Investment Banking
relationships.
II. COMPENSATION AND EXPENSES
2.01 Company agrees to compensate Consultant at an hourly rate fee of Two
Hundred Fifty and 00/100 Dollars ($250.00) per hour during the term of this
Agreement.
2.02 Company also agrees to pay Consultant for his reasonable expenses
incurred in connection with the performance of his duties under this Agreement.
2.03 Contemporaneous with the execution of this document, Company has
given to Consultant, and Consultant acknowledges receipt of, a retainer fee in
the amount of Fifty Thousand and 00/100 Dollars ($50,000.00) to cover
Consultant's reasonably anticipated initial expenses and fees in connection with
the performance of his duties set forth in this Agreement.
III. TERM
3.01 The term of this Agreement shall commence on June 16, 1997, and
continue for one (1) year from said date renewable annually at the option of
Company, and may be canceled by either party with a 30-day written notice.
IV. CONFIDENTIALITY OF INFORMATION
4.01 Whereas by virtue of this Agreement both Consultant and Company will
have
access to certain confidential information of the other, both Consultant and
Company agree to hold all such confidential or proprietary information or trade
secrets ("Information"), in trust and confidence and to use such information
only for the express purpose set forth in this Agreement and not to disclose
such information to any other person.
4.02 At the conclusion of this Agreement, all information, including
written notes and memoranda, taken by either party shall be returned to the
other party. Consultant specifically represents that it will use its best
efforts to safeguard and protect all Company confidential information released
to it by Company and return same to Company upon the termination of this
Agreement.
4.03 It is understood that this section shall not apply to any information
known by either party or generally known within the industry prior to the date
of this agreement or which becomes common knowledge within the industry
thereafter.
V. GENERAL AND ADMINISTRATIVE PROVISIONS
5.01 Parties Bound. This Agreement shall be binding upon and inure to the
benefit of the Parties hereto and their respective heirs, executors,
administrators, legal representative, successors and assigns.
5.02 Assignment. Consultant shall have no right to transfer or assign his
interest in this Agreement without the prior written consent of the Company.
5.03 Corporate Authority. If any party hereto is a legal entity
(partnership, corporation, and/or trust), such party represents unto the other
that this Agreement, the transaction contemplated herein, and the execution and
delivery hereof, have been duly authorized by all necessary partnership,
corporate or trust proceedings and actions, including without limitation, the
action on the part of the directors, if the party is a corporation.
5.04 Time Limits. Time is of the essence in this Agreement and accordingly
all time limits shall be strictly construed and rigidly enforced.
5.05 No Waiver. The failure or delay of enforcement of the rights detailed
herein by either party shall not constitute a waiver of said rights or be
considered as a basis for estoppel.
5.06 Should any suit be commenced to enforce the Company's rights herein,
in the event the Company is successful, Company agrees to pay Company its
expenses incurred in connection with such action, including attorney's fees.
5.07 Paragraph Headings. The paragraph headings used herein are
descriptive only and shall have no legal force or effect whatever.
5.08 Use of Pronouns. The use of the neuter singular pronoun to refer to
the Parties described herein shall be deemed a proper reference even though the
Parties may be an
2
individual, a partnership, a corporation, or group of two or more individuals,
partnerships or corporations. The necessary grammatical changes required to make
the provisions of this Agreement apply in the plural sense where there is more
than one party to this Agreement, and to either corporations, partnerships or
individuals, males or females, shall in all instances, be assumed as though in
each case fully expressed.
5.09 Texas Law. This Agreement shall be subject to and governed by the
laws of the State of Texas.
5.10 Severability. If any provision of this Agreement shall, for any
reason, be held violative of any applicable law, and so much of said Agreement
is held to be unenforceable, then the invalidity of such a specific provision
herein shall not be held to invalidate any other provisions herein, which other
provisions shall remain in full force and effect unless removal of said invalid
provisions destroys the legitimate purposes of this Agreement, in which event
this Agreement shall be canceled.
5.11 Entire Agreement. This Agreement shall represent the entire agreement
by and between the Parties hereto except as otherwise provided herein, and it
may not be changed except by written amendment duly executed by all parties
hereto.
Signed and accepted and agreed to this 17th day of June, 1997, by the
undersigned parties who hereby acknowledge that they have read and understand
this Agreement and hereby execute this legal document voluntarily and of their
own free will.
CYNET, INC. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
"COMPANY" "CONSULTANTS"
BY:/s/▇▇▇ ▇▇▇▇▇ BY:/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
PRESIDENT & C.E.O.
