EXHIBIT 10.14
CONSULTING AGREEMENT
CONSULTING AGREEMENT made on December 31, 2002 between THE SPORTSMAN'S
GUIDE, INC., a Minnesota corporation (the "Company") and OUTDOOR CONSULTING,
INC., an Ohio corporation ("Consultant").
In consideration of the mutual covenants contained herein, the parties
agree as follows:
1. Retention of Services. The Company hereby retains Consultant as a
consultant to the Company, and Consultant agrees to act as a consultant to the
Company, on the terms and conditions set forth in this Agreement.
2. Term. This Agreement shall be for an initial term of one year
commencing January 1, 2003 and ending December 31, 2003, and shall automatically
renew for additional one-year terms unless either party gives notice of
non-renewal at least 90 days prior to the expiration of the initial term or any
renewal term or unless earlier terminated as provided herein.
3. Duties. Consultant shall provide the Company with such consulting
and advisory services relating to strategic planning, corporate structuring, and
acquisition or business combination activities involving the Company, as the
Company may request from time to time. Consultant hereby designates Xxxxxxx X.
Xxxxx as its employee who shall perform consulting services hereunder on behalf
of the Consultant. Consultant shall perform its duties hereunder on an as-needed
basis at times and locations determined by the Company with reasonable notice to
Consultant. Consultant's designated employee shall attend meetings of the
Company's Board of Directors as requested by the Chief Executive Officer of the
Company.
Consultant may render consulting services to others provided such
services do not impair Consultant's ability to perform or violate its duties
under this Agreement.
4. Compensation. For the consulting and advisory services rendered
hereunder, the Company shall pay Consultant $2,000 per month payable on the last
day of each month during the term of this Agreement.
5. Expenses. The Company shall reimburse Consultant for reasonable
expenses incurred in performing its duties hereunder which have been
pre-approved by the Company upon submission of receipts or other satisfactory
documentation.
6. Independent Contractor. The relationship of Consultant to the
Company shall be that of an independent contractor. Consultant is not an agent,
employee or legal representative of the Company and shall have no right, power
or authority, express or implied, to act for or on behalf of or to bind the
Company. The Company shall not be responsible for deducting or withholding any
taxes or other assessments from monies paid to Consultant under this Agreement.
7. Confidentiality. Consultant shall not, either during or after the
term of this Agreement, disclose any trade secrets or any confidential or
proprietary information of the Company to anyone outside the Company or make any
use of any trade secrets or confidential or proprietary information of the
Company (other than in performing duties specifically assigned to Consultant as
a consultant to the Company) except as specifically authorized by the Company in
writing.
8. Termination. This Agreement shall terminate upon the expiration of
the initial term or renewal term as specified in Section 2, or earlier as
provided below:
a. Consultant may terminate this Agreement at any time by
giving the Company written notice of termination at least 90 days prior to the
date of termination.
b. The Company may terminate this Agreement immediately in the
event of (i) Consultant's breach of any terms of this Agreement, (ii)
unsatisfactory performance by Consultant of its assigned duties, or (iii) any
conduct or activity by Consultant detrimental to the Company, its business,
reputation, or interests.
c. This Agreement shall automatically terminate upon the death
or disability of Xxxxxxx X. Xxxxx. As used in this Agreement, "disability" means
any physical or mental condition which, in the opinion of the Company, renders
Xxxxxxx X. Xxxxx unable or incompetent to carry out Consultant's duties under
this Agreement for six consecutive months.
d. This Agreement may be terminated at any time by mutual
agreement of the parties.
Upon termination of this Agreement for any reason, Consultant shall be
entitled to its compensation specified herein accrued through the date of
termination.
9. General Provisions.
1. Binding Effect. This Agreement shall be binding upon, shall
inure to the benefit of, and shall be enforceable by the parties and their
respective successors and assigns. This Agreement is personal to Consultant and
may not be assigned by it.
b. Notice. All notices hereunder shall be in writing and shall
be delivered in person or sent by regular mail, overnight delivery service, or
facsimile transmission to the parties at the addresses set forth below, or to
such other address as either party may have specified by previous notice.
The Company: The Sportsman's Guide, Inc.
000 Xxxxxxx Xxxxxx
Xxxxx Xx. Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx
President/CEO
Tel.: (000) 000-0000
Fax: (000) 000-0000
Consultant: Outdoor Consulting, Inc.
00000 Xxxxxxxxxxxxx Xxxx
Xxx xx Xxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx
President
Tel. (000) 000-0000
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Fax: (000) 000-0000
OR
0000 X.X. Xxxxxxxxx Xxxxx
Xxxx Xxxxx, XX 00000
Tel. (000) 000-0000
Fax: (000) 000-0000
c. Severability. The provisions of this Agreement are
severable. If any provision is deemed invalid or unenforceable by a court of
competent jurisdiction, it shall not affect the applicability or validity of any
other provision of this Agreement, but rather such provision shall be amended by
the court to the extent necessary to render it valid and enforceable consistent
with the intention of the parties as expressed in this Agreement.
d. Captions. The captions of the various sections of this
Agreement have been inserted for convenience of reference only and shall not
affect the interpretation of this Agreement.
e. Nonwaiver. The failure of either party to insist in any one
or more instances upon performance of any of the provisions of this Agreement
shall not be construed as a waiver of any of such provisions and the same shall
remain in full force and effect. Waiver by any party of any breach of any
provision of this Agreement shall not constitute or be construed as a continuing
waiver or as a waiver of any other breach or provision of this Agreement.
f. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof.
g. Modification or Amendment. This Agreement may be modified
or amended only by a written instrument duly executed by all the parties.
h. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota, excluding its
conflicts of laws provisions.
i. Indemnification. The Company shall defend, indemnify and
hold harmless the Consultant and its employees, agents, representatives,
stockholders, officers and directors (an "Indemnified Party" or, collectively,
the "Indemnified Parties"), from any and all claims, causes of action,
judgments, damages, or liabilities, including attorneys' fees and costs
(collectively, "Damages"), by or to a third party related to or arising out of
(i) negligent or wrongful actions or omissions of the Company, its directors,
officers or employees; or (ii) the performance of services to the Company by the
Consultant hereunder provided that the Consultant acted in good faith and within
its scope of authority. The indemnification hereunder shall only be applicable
in favor of the Indemnified Parties for any Damages arising out of acts or
omissions in the Indemnified Parties' capacity as an employee, agent,
representative, stockholder, officer or director of the Consultant and shall not
be applicable to the Indemnified Parties for any Damages arising out of acts or
omissions in the Indemnified Parties' capacity as an employee, agent,
representative, stockholder, officer or director of the Company.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
THE SPORTSMAN'S GUIDE, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------
Xxxxxxx X. Xxxxxxx
President and CEO
OUTDOOR CONSULTING, INC.
By: /s/ Xxxxxxx X. Xxxxx
----------------------------
Xxxxxxx X. Xxxxx
President
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