Exhibit 10.5
CONSULTING AGREEMENT
e-Consulting, Inc., Xxxxxxxx XxXxxxxxx, President
This CONSULTING AGREEMENT has been entered into on this day, December 7,
1999, between e-Consulting, Inc., Xxxxxxxx XxXxxxxxx, President (hereinafter
the "Consultant") and Xxxxxx.xxx/Xxxxxx-Xx-Xxxx, Inc., (hereinafter the
"Company"). The Company has agreed that the Company shall utilize the
services of the Consultant on the following terms and conditions:
1. TERM OF CONSULTING: The Consultant's consulting agreement with the
Company shall begin on January 1, 2000, and, unless extended by written
agreement, shall end six months from January 1, 2000 or upon the date of the
Initial Public Offering of the Company.
2. COMPENSATION: The Consultant will be paid monthly consulting
compensation of ten thousand dollars ($10,000.00) per month, which shall be
paid in equal installments of five thousand dollars ($5,000.00) twice per
month on the 1st and 15th day of each month. Consultant's compensation is
contingent upon, and will be paid out of, bridge financing funds at the
discretion of Company.
3. REIMBURSEMENT: It is anticipated that the Consultant may incur
expenses in the course of advancing the Company's business. In that event,
the Consultant shall be reimbursed for all reasonable expenses he or she may
have incurred upon the presentation to the Company of an itemized expense
report in a form to be supplied by the Company with receipts for all such
expenses above the amount of twenty dollars ($20.00) attached thereto.
4. DUTIES OF CONSULTANT: The Consultant is being engaged to serve and
assist the Company in business development, financial consulting, investment
banking consulting, as well as any assignments deemed appropriate by the
Company. The Consultant will, throughout the course of his assignment, not
engage in consulting projects or activities competitive to the interests of
the Company.
5. INDEPENDENT CONTRACTOR STATUS: The Consultant will provide his
services as an independent contractor to the Company, and the Consultant is
not an employee of the Company.
6. NO BENEFITS: As a Consultant to the Company the Consultant is not
(a) entitled to take part in any medical, insurance, retirement or other
fringe benefit program offered by the Company, or (b) subject to or entitled
to benefits or requirements set out in the Company's Personnel Handbook or in
any employee rules or regulations promulgated by the Corporation.
7. FEDERAL, STATE, LOCAL TAXES AND FICA: The Consultant will be
responsible for paying and withholding all federal, state, local and FICA
withholding taxes on any compensation Consultant may pay to individuals
Consultant may hire to assist Consultant in performing his obligations under
this agreement. Similarly, Consultant shall be responsible for paying all
federal, state, local and FICA withholding
and income taxes that shall become due from Consultant based on payments made
by the Company to Consultant under this Agreement. Consultant further agrees
to indemnify the Corporation from any claim or assessment made against it by
any (a) federal, state or local taxing agency based on payments made by the
Company to Consultant under this Agreement, or (b) any employee, independent
contractor or consultant serving Consultant for unpaid wages or other
compensation.
8. TERMINATION: The Company may terminate this Consultant Agreement at
any time for any reason without notice. In the event that the Company shall
terminate this agreement with Consultant, the Company shall be liable for all
compensation due to Consultant through the end of the Consulting Agreement or
through the end of the extension period if this Consulting Agreement is
extended.
9. ORAL MODIFICATIONS: This Agreement contains the entire agreement
between the Consultant and the Company and may be modified only by a written
agreement signed by both parties to this Agreement.
10. INVALIDITY OR UNENFORCEABILITY: In the event that a court of
competent jurisdiction shall determine that any provision of this Agreement
is not enforceable in whole or in part for any reason, then this Agreement
shall not be void, but instead shall be enforced to the extent that this
Agreement and the challenged provision are deemed to be enforceable by the
court, as if the Agreement had been originally executed in that form by the
Company and the Consultant.
11. GOVERNING LAWS: The laws of the State of Illinois shall govern the
validity, interpretation, construction and enforcement of this Agreement.
In witness whereof, the parties have executed this Agreement on the 7th
Day of December, 1999.
Agreed and Accepted - "Company" Agreed and Accepted - "Consultant"
XXXXXX.XXX/XXXXXX-XX-XXXX, INC. E-CONSULTING, INC.
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxxxx XxXxxxxxx
------------------------ -----------------------------
Name: Xxxxx Xxxxxx Name: Xxxxxxxx XxXxxxxxx
Title: Vice President Title: President
