Exhibit 10.24
AGREEMENT TO PROVIDE SERVICES
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THIS AGREEMENT TO PROVIDE SERVICES (the "Agreement") is entered into as of
April 1, 1997 between XxXxxxx Enterprises, Inc., a Colorado corporation
("Consultant") and Navidec, Inc., a Colorado corporation ("Navidec").
Section 1. Engagement. Navidec hereby engages the Consultant as of the date
set forth in Section 3 and the Consultant accepts such engagement, all upon the
terms and conditions provided herein.
Section 2. Independent Contractor Status. It is understood and agreed
between the parties that Consultant is an independent contractor in the
performance of each and every part of this Agreement. Consultant is not, for the
purpose of this agreement, an employee or agent of Navidec and is not authorized
to enter into agreements on behalf of Navidec or to bind Navidec. Navidec is
interested only in the results obtained under this Agreement. No employment
benefits, including bonuses, worker compensation, health, life or disability
insurance, vacation pay or retirement benefits, shall be provided by Navidec to
Consultant. Consultant shall be solely responsible for the payment of any income
and self employment taxes which may be required to be paid. Consultant shall
additionally be solely liable for all labor and expenses in connection with the
performance of this Agreement, tools, equipment and supplies.
Section 3. Term. This Agreement shall commence on the date hereof (the
"Commencement Date") and shall continue for a period of six months from the
Commencement Date.
Section 4. Duties.
(a) The Consultant shall provide Navidec with services related to the
completion of the exercise of the warrants issued in Navidec's public offering.
Additional services in this area include advice to Navidec relative to possible
acquisitions of business(es) and financing in the form of either debt or equity
to enhance Navidec's prospects on a going forward basis.
(b) Consultant shall be available on an "as-needed" basis to conduct his
duties hereunder, and shall be available to travel as necessary to effectively
discharge such duties. Additionally, Consultant shall provide Navidec with
periodic reports, however not less frequently than monthly, advising Navidec of
its progress. Such reports shall include recommendations or other comments for
improving the flow of information.
Section 5. Compensation.
(a) Consultant shall be paid a retainer of $20,000. Additionally,
Consultant shall receive fees at the rate of $5000 per month as compensation for
their duties hereunder. Navidec shall reimburse the Consultant for pre-approved
travel and other expenses incurred on behalf of Navidec in connection with its
duties hereunder.
(b) As further compensation for transactions introduced to Navidec by
Consultant or assigned in writing to Consultant by Navidec and closed on a
success basis, the Consultant shall receive fees equal to 2-1/2 percent of any
capital raised as a result of Consultant's efforts or 2-1/2 percent of the value
of any business, merger or acquisition transaction as determined based on the
net increase in tangible assets received by Navidec less all liabilities assumed
by Navidec. Additionally, for each such transaction that closes, the Consultant
shall receive the number of options equal to the fraction whereby the numerator
shall be the value of the 2-1/2 percent fee to be received and the denominator
shall be the closing sale price of Navidec's stock on the date of the closing of
any transaction. The options shall be exercisable at the closing sales price of
Navidec's stock on the date of the closing of the transaction being calculated.
Any options granted pursuant to this Agreement shall be exercisable commencing
six months after each grant and terminating five years from the date of each
grant. The Consultant fees are represented to be within all SEC and NASD
regulatory guidelines and if required by any regulatory body, Consultant agrees
to adjust its fees down as necessary. Additionally, if Navidec is required to
pay fees or commissions to any other parties as a result of any transaction for
which a fee is due the Consultant hereby, the Consultant agrees that to the
extent the total fees and commissions payable as a result of any transaction
exceed a fair and reasonable standard, its fees and/or those of others will be
adjusted down to fall within such a standard.
Section 6. Indemnification. Consultant agrees to defend, indemnify and hold
harmless Navidec from any and all costs and damages, including reasonable
attorneys fees, incurred by Navidec as a result of the breach by Consultant of
any provision of this Agreement. Navidec agrees to defend, indemnify and hold
harmless Consultant from any and all costs and damages, including reasonable
attorneys fees, incurred by Consultant as a result of the breach by Navidec of
any provision of this Agreement.
Section 7. Arbitration. Any controversy or claim arising out of or relating
to this Agreement, or the breach thereof, shall be settled by arbitration
administered by the American Arbitration Association in accordance with its
Commercial Arbitration Rules, and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. Any
arbitration shall be determined by a board of three arbitrators which shall take
place in Denver, Colorado.
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Section 8. Miscellaneous.
(a) Waiver and Amendment. Any term hereof may be amended, and the
observance of any term hereof may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written
consent of the parties hereto.
(b) Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid, but if any provision
of this Agreement shall be held to be prohibited or invalid, such provision
shall be ineffective only to the extent or such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Agreement.
(c) Colorado Law Applicable. This Agreement shall be governed by and
construed under the laws of the State of Colorado without regard to its
conflicts of law rules.
(d) Counterparts. This Agreement may be executed by facsimile in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(e) Notices. Any notice required under this Agreement shall be given in
writing and shall be deemed effectively given upon personal delivery or
facsimile transmission to the number set forth below to the party to be notified
or upon deposit with the United States Post Office by registered or certified
mail, postage prepaid (or with an equivalent independent postal service) and
addressed to the party at the address set forth below or at such other facsimile
number or address as may be designated by a party by written notice to the other
party:
To the Consultant:
0000 Xxxxx Xxxxx Xxxxx
Xxxxxx Xxxx, XX 00000
Attention: Xxxx X. XxXxxxx
Telecopier: (000) 000-0000
To Navidec:
00 Xxxxxxxxx Xxxxx Xxxx
Xxxxx X-000
Xxxxxxxxx, XX 00000
Telecopier: (000) 000-0000
(f) No Implied Waiver. Failure to insist upon strict compliance with any
provision hereof shall not be a waiver of such provision or any other provision
hereof. Further, the waiver by either party hereto of a breach of any provision
hereof by the other party shall not be construed to waive any subsequent breach
by such party.
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(g) Entire Agreement. This Agreement sets forth the entire agreement and
understanding of the parties and supersedes all prior understandings, agreements
or representations by or between the parties, whether oral or written.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year hereinabove first written.
XxXXXXX ENTERPRISES, INC.
By: /s/ Xxxx X. XxXxxxx
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Xxxx X. XxXxxxx
Its: President
NAVIDEC, INC.
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Its: President
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