Exhibit 10.2
AGREEMENT FOR SERVICES
In consideration of the mutual promises and covenants herein, it is hereby
agreed between Integrated Spatial Information Solutions Inc. [hereinafter
referred to as "ISIS"], and Crossways Consulting Group Inc., 000 Xxxxxxxxxx
Xxxxxx Xxxx, Xxxxxxxxx, XX 00000 [hereinafter referred to as "Consultant"], that
Consultant will perform the following services for ISIS [hereinafter referred to
as "Services"]:
1. SERVICES
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Support the development and successful execution of a rights offering of
ISIS' common stock, by providing:
a. advisory services on the structure of a rights offering,
b. introductions to individuals and organizations who may become
qualified investors through the purchase of rights remaining
unsubscribed after tendered to ISIS shareholders of record, and
c. recommendations on the positioning and promotion of ISIS and its
subsidiary organization to domestic and international business
opportunities.
2. INDEPENDENT CONTRACTOR
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Consultant shall perform such services as an independent contractor and not
as an employee of ISIS. As such, consultant shall not be entitled to or
claim any benefits or right accorded to the employees of ISIS.
3. FEES
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Performance of the Services will be paid for in the following manner:
ISIS shall provide Consultant with five year warrants to purchase 2% of the
common shares outstanding after the offering, exclusive of rights offered
to Xxxxx Xxxxxx & Company for its financial advisory services on the rights
offering. The warrants will have an exercise price equal to 110% of the
exercise price of the rights.
4. TERM
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Performance of Services under this Agreement shall commence on February 1,
2001 and continue until December 31, 2001. However, ISIS or Consultant may
terminate this Agreement at anytime in accordance with the terms of
Paragraph 8 of this document.
5. REIMBURSABLE EXPENSES
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Expenses incurred by Consultant arising out of the Services to be performed
hereunder shall be reimbursed by ISIS. Expenses shall be reimbursed in
accordance with the same rules and procedures by which Approval from ISIS
is required prior to incurring travel expenses.
6. PROPRIETARY INFORMATION
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Any information obtained by the parties from each other in the course of
performing this Agreement, which is of proprietary nature and is not
publicly available shall be kept confidential and not released by the
receiving party without the consent of the other party. The receiving party
agrees to handle such proprietary information with the same degree of care
as it uses to handle its own proprietary information.
7. NON-SOLICITATION
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Consultant agrees not to solicit the employment of any employee of ISIS
during the term of this Agreement and for a period of twelve months
immediately after the termination of this Agreement.
8. TERMINATION
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Services under this Agreement may be terminated by either party upon thirty
days' written notice subsequent to a rights' offering or other
recapitalization event as anticipated by this Agreement.
9. INDEMNIFICATION
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Consultant and ISIS shall each comply with all national, state and local
laws, ordinances, rules and regulations applicable to them respectively.
Each party agrees to defend and hold the other harmless from any loss,
damage or costs (including attorneys fees), caused by the other party's
violation of this paragraph. Consultant shall not be liable to ISIS or any
third party for any loss caused by any act or failure to act by Consultant
if done or omitted to be done in good faith to promote the best interest of
ISIS.
10. SEVERABILITY
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If any provision of this Agreement is found to be void, the remainder of
the Agreement shall remain in full force and shall not thereby be
terminated.
11. APPLICABLE LAW
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This Agreement shall be interpreted and governed by the laws of the
Commonwealth of Kentucky. Any dispute arising out of or relating to this
Agreement which cannot be resolved amicably, shall be determined by binding
arbitration conducted by the American Arbitration Association in New York.
12. ENTIRE AGREEMENT
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This document contains the entire agreement of the parties hereto, and no
modification thereto shall be binding upon the parties hereto unless the
modification is in writing and signed by both parties.
Integrated Spatial Information Crossways Consulting Group Inc.
Solutions, Inc.
By: /s/ Xxxx Xxxxxxxxx By: /s/ Xxxxx Xxxxx
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Name: Xxxx Xxxxxxxxx Name: Xxxxx Xxxxx
Title: President Title: President
Date: 2/26/01 Date: 2/28/01
