Xxxx Xxxxx
---------------------------
XXXX XXXXX CONSULTING GROUP LLC
000 XXXX 00XX XXXXXX XXX XXXX, XX 00000
TELEPHONE: (000) 000-0000 FAX: (000) 000-0000
CONSULTING AGREEMENT
CONSULTING AGREEMENT, dated as of June 1, 2001 (the "Agreement"), by and between
Condor Technology Solutions, Inc with principal offices at 000 Xxxxxxxx Xxxx,
Xxxxx 000, Xxxxxxxxx, XX 00000, ("CTS") and Xxxx Xxxxx Consulting Group LLC with
principal offices at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000 (inclusive of any
senior personnel, employees and associates thereof, "CMCG" or "Consultant").
WHEREAS, CTS desires to engage the financial and management consulting services
of CMCG, subject to the terms and conditions hereinafter set forth; and WHEREAS,
CMCG has agreed to provide such financial and management consulting services
subject to the terms and conditions hereinafter set forth; NOW THEREFORE, in
consideration of the above premises and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. ENGAGEMENT: CTS hereby agrees to engage CMCG, and CMCG hereby agrees to serve
CTS as a financial and management consultant with respect to the operations of
CTS. It is further agreed that Xxxx X. Xxxxxxx and X. Xxxxxxxx Xxxxxxxxx,
Managing Directors of CMCG, shall supervise this engagement, with whatever
resources from CMCG as may be requested by CTS. Additionally, W. Xxxxxxx
Xxxxxxx, a senior associate of CMCG, will serve as CTS's Chief Financial Officer
on a part-time basis. CTS understands and acknowledges that CMCG has and will
continue to have other engagements during the term of this agreement. CTS
understands and acknowledges Xx. Xxxxxxx may have other engagements during the
term of this agreement.
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2. SCOPE: CMCG will provide for CTS an interim Chief Financial Officer who will
assume all of the responsibilities thereof. The Managing Directors of CMCG will
be available to the CEO for consultation on an "as needed" basis, as requested
by CTS.
3. TERM: The term of this Agreement shall commence as of the date of this
Agreement and shall continue until the engagement is completed (as defined by
CTS), unless canceled with or without cause by either party on ten (10) business
days written notice, in which event any compensation owing to CMCG pursuant to
paragraph 4 below shall be immediately due and payable.
4. COMPENSATION: CTS shall pay CMCG for its services a fee of (i) $350 per hour
for Managing Directors (ii) $2,200 per day for interim CFO (iii) $250 per hour
for other CMCG senior personnel and (iv) $200 per hour for other CMCG employees
and associates as required. CMCG shall make available its personnel as required
during the engagement. CMCG shall receive a retainer of $25,000 from CTS upon
the execution of this agreement, to be credited against subsequent consulting
service fees (but not "Expenses" as defined below) incurred. CMCG will submit
subsequent consulting service fee and Expense invoices on the Monday following
each week in which consulting services are provided. It is agreed that all of
those invoices will be paid within seven (7) days of the date of submission.
5. EXPENSES: CMCG shall be entitled to reimbursement for all reasonable expenses
incurred by it in the performance of its duties (the "Expenses") upon
presentation of appropriate documentation therefor. Such Expenses shall include,
but not be limited to, transportation of any of CMCG senior personnel, employees
or associates on business related to the engagement, cost of hotels, meals, etc.
Such Expenses shall also include, but not be limited to, all reasonable legal
fees incurred by CMCG in connection with the performance of the services
contemplated by this Agreement, provided that CTS first consents to the
retention of such counsel for such services. All incurred Expenses will be
reimbursed weekly within seven (7) days of the receipt of invoices therefor.
6. INDEMNIFICATION: CTS hereby agrees to indemnify CMCG and hold it harmless for
all acts taken or omissions, and all decisions made, by CMCG (other than as a
result of CMCG's gross negligence or willful misconduct) while performing
services for CTS and agrees to pay directly, upon presentation thereof, all
statements or invoices for all fees and expenses, including reasonable
attorneys' fees actually and necessarily incurred by CMCG in connection with the
defense of any such claims based on CMCG's alleged acts, omissions or decisions
(other than made or taken through gross negligence or willful
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misconduct), including any suit or proceeding relating thereto and any appeal
therefrom and the costs of any settlement thereof ("Claim"), provided that
with respect to costs incurred in any appeal of a judgment, CTS first
consents to appealing such judgment. CMCG shall have the sole right to select
counsel of its choosing and control the defense of any such claim, but CTS
shall have the right to accept or reject any settlement of any claim for
which indemnification is sought by CMCG hereunder. For purposes of this
paragraph "CMCG" includes its shareholders, officers, directors, employees
and/or agents, and CMCG's affiliates and each of their respective
shareholders, officers, directors, employees and/or agents. The provisions of
this Section 6 shall survive the Term of this Agreement.
7. PROPRIETARY WORK PRODUCT AND CONFIDENTIAL COMPANY INFORMATION: CTS
acknowledges and agrees that any work product produced by CMCG is for the sole
use of CTS and is not intended for distribution to, or to be relied upon by, any
third parties The provisions of this Section 7 shall survive the Term of this
Agreement.
In addition, CMCG acknowledges and agrees that as a result of the services to be
provided hereunder, the persons performing such services may acquire knowledge
and information of a secret and confidential nature. CMCG further acknowledges
and agrees that this information constitutes valuable property of CTS generally
not being disseminated or made known to persons or organizations outside CTS at
all, or if made known, being done so only under specific and restrictive
conditions such as to ensure that it does not become readily available to the
public, and also that confidential information of others may be received by CTS
with restrictions on its use and disclosure. Accordingly, CMCG agrees that:
(i) CMCG and any person performing any services for CMCG hereunder shall not,
during the term of this Agreement nor at any time thereafter, disclose to
anyone outside CTS or use in other than CTS business any secret or
confidential information of CTS or its subsidiaries or affiliates, except
as authorized by authoritative personnel of CTS. CTS information which is
not readily available to the public shall be considered secret and
confidential for the purpose of this Agreement and shall include, but not
be limited to, information relating to CTS its subsidiaries and
affiliates, customers, processes, products apparatus, data, compounds,
business studies, business and contracting plans, business procedures and
finances;
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(ii) CMCG and any person performing any services for CMCG hereunder shall not,
during the term of this Agreement nor at any time thereafter, disclose to
any other person or use secret or confidential information of others,
which, to the knowledge of CMCG, has been disclosed to CTS with
restriction on the use or disclosure thereof, in violation of those
restrictions.
(iii) CMCG and any person performing any services for CMCG hereunder shall not,
during the term of this Agreement nor at an time thereafter, disclose to
CTS or induce CTS to use, without prior permission of the owner, any
secret or confidential information or material of others of which CMCG is
or may become possessed; and
(iv) Notwithstanding the foregoing, CMCG and any person performing services
for CMCG hereunder shall not be liable for the disclosure of information,
which may otherwise be deemed confidential hereunder:
(a) if the information is in, or becomes part of, the public domain,
other than by CMCG's disclosure of the information; or
(b) if the information is furnished to a third party by CTS without
restriction of the third party's right to disseminate the
information; or
(c) if the information is already of record in CMCG's files at the time
of disclosure, or is disclosed to CMCG by a third party as a matter
of right; or
(d) if the information is disclosed with CTS's written approval; or
(e) if the information is compelled to be revealed via subpoena, civil
investigative demand or other judicial or administrative process.
8. RELIANCE ON CLIENT'S INFORMATION: CTS acknowledges and agrees that CMCG, in
performance of its duties under the Agreement, will be relying on the truth,
completeness and accuracy of the written documentation delivered and the verbal
communication made by CTS and its agents to CMCG and its agents in connection
with any and all matters relating to CMCG's engagement hereunder.
9. NOTICES: All notices, requests, demands and other communications provided for
by this Agreement shall be in writing addressed to the parties at the address
for such party first set forth above, and shall be transmitted by either
facsimile (fax), personal or overnight courier delivery or by certified mail.
All notices, etc. shall be deemed given when received by the party to whom it is
addressed.
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10. SUCCESSORS AND ASSIGNS: This Agreement shall inure to the benefit of, and be
binding upon each of CTS and CMCG and their respective successors or assigns.
Neither party may assign its rights and/or obligations under this Agreement
without the written consent of the other party, which consent shall not be
unreasonably withheld.
11. APPLICABLE LAW: This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without reference to
principles of conflicts of law.
12. AMENDMENTS: No amendment, modification, termination or waiver of any
provision of this Agreement or consent to any departure by any party therefrom
shall be effective unless in writing signed by the parties hereto, and, in any
event, shall be effective only in the specific instance for the specific purpose
for which given.
13. NO WAIVER: CUMULATIVE REMEDIES: No failure or delay on the part of any party
in exercising any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy preclude the exercise of any other right, power or remedy. The remedies
herein provided are cumulative and not exclusive of any remedies provided by
law.
14. HEADINGS: Headings in this Agreement are for convenience only and shall not
be used to interpret or construe its provisions.
15. COUNTERPARTS: This Agreement may be executed 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.
16. WAIVER OF JURY: TRIAL: Each of the parties to this Agreement hereby waives
its right to a jury trial with respect to any claim, action, suit or proceeding
made or brought by one of the parties against the other in connection with or
arising from this Agreement.
17. INDEPENDENT CONTRACTOR RELATIONSHIP: CMCG shall serve as an independent-
contractor to CTS pursuant to the terms and conditions of this Agreement and
this Agreement does not create and shall not be construed to create a
relationship of principal and agent, joint venturer, co-partners, employer and
employee, master and servant or any similar relationship between CMCG and CTS
and the parties hereto expressly deny the existence of any such relationship.
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18. LOAN ORIGINATION FEES. ETC: If requested by CTS, CMCG may introduce CTS to a
capital source. Should CTS close a transaction within one year of the
introduction, upon such closing CMCG will be entitled to a fee as follows:
a) for senior debt, 1% of the total loan;
b) for mezzanine capital, 3% of the total loan; and
c) for equity, 5% of the total amount invested.
19. SEARCH FEES: If requested by CTS, CMCG may introduce an individual to CTS
for possible full time employment with CTS. Should that individual be hired by
CTS within one year of CMCG's introduction of the individual, or within one year
of CMCG's engagement with CTS (whichever is later), CTS will pay CMCG a search
fee equal to 25% of the first year's total compensation package for that
individual. This applies to any CMCG personnel that the Company may subsequently
hire.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective offices thereunto duly authorized, as of the date first
written above.
CONDOR TECHNOLOGY SOLUTIONS INC
By: /s/ X. X. Xxxxx
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X. X. Xxxxx, Xx., President, CEO
XXXX XXXXX CONSULTING GROUP LLC
By: /s/ X. Xxxxxxxx Meyercord
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X. Xxxxxxxx Xxxxxxxxx, Managing Director
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