Consulting Service Agreement
This Agreement is made effective as of July 1, 2005 (the "Effective Date"), by
and between BAJJER, LLC ("CONSULTANT") of 000 Xxxx Xxx Xxxx, Xxxxxxx, XX 00000,
and Local Telecom Systems, Inc. ("Client") of 0000 Xxxx 0xx Xxxxxx, Xxxx Xxxxx,
XX 00000.
In this Agreement, the party who is contracting to receive services shall be
referred to as "CLIENT", and the party who will be providing the services shall
be referred to as "CONSULTANT".
CONSULTANT has a background in financial, operational and accounting consulting
and is willing to provide services to CLIENT based on this background.
Additionally, Consultant has negotiation and structuring experience to assist
CLIENT and has also provided previous services to CLIENT.
CLIENT agrees that previous services have been provided by CONSULTANT and
desires to have future services provided by CONSULTANT.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on the Effective Date, CONSULTANT will
provide the following services (collectively, the "Services"):
A) Assist CLIENT in preparation of financial, operational and accounting
reports and schedules as requested. These include, but are not limited to
the following:
a. Assistance with pro-forma financial statements including
assumptions.
b. Assistance with pro-forma cash flow projections.
c. Acquisition and merger analysis including effect on financial
statements and cash flow.
d. Assistance with internal control structure including
recommendations.
e. Assistance with financial, operational and accounting
reporting.
f. Assisting with restructuring CLIENT.
g. Assistance with structuring and negotiation of agreements with
CLIENT.
B) Referral of CLIENT to potential funding sources. These sources include
Xxxxxxx Xxxxxx LLC and Q4I.
C) Other matters as requested by CLIENT.
2. PERFORMANCE OF SERVICES. CONSULTANT shall determine the manner in which the
Services are to be performed and the specific hours to be worked by CONSULTANT.
3. COMPENSATION. CLIENT will compensate CONSULTANT for the Services provided
through an ongoing consulting fee of eighteen (18) basis points for all
consolidated originated mortgage loan volume originated by CLIENT and/or its
wholly owned subsidiaries or affiliates, including acquisitions, mergers and
partnerships. Consolidated originated loan volume is defined as all mortgage
loans including retail, wholesale, commercial, brokerage, banking, ABA and any
other mortgage loan that is processed or handled by CLIENT and/or its wholly
owned subsidiaries or affiliates, including acquisitions, mergers and
partnerships. CLIENT agrees to remit consulting fee payment to CONSULTANT by the
15th day of each month, for the prior month's volume, with a schedule detailing
the calculation of the consulting fee. For prior services, CLIENT agrees to pay
to CONSULTANT a one time fee of $325,000 which must be paid on or before
September 30, 2006.
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4. EXPENSE REIMBURSEMENT. CONSULTANT shall be entitled to reimbursement from
CLIENT for all reasonable "out-of-pocket" expenses directly related to the
services provided such as, but not limited to: travel, copying expenses, etc. as
approved by CLIENT in advance.
5. TERM/TERMINATION. This Agreement is for a twenty (20) year period and shall
terminate automatically on July 1, 2025, unless both CLIENT and CONSULTANT agree
in writing to an amendment of the agreement.
6. RELATIONSHIP OF PARTIES. It is understood by the parties that CONSULTANT is
an independent contractor with respect to CLIENT, and not an employee of CLIENT.
CLIENT will not provide fringe benefits, including health insurance benefits,
paid vacation, or any other employee benefit, for the benefit of CONSULTANT.
7. CONFIDENTIALITY. CONSULTANT recognizes that CLIENT as and will have medical
and legal information which need to be protected from improper disclosure. In
consideration for the disclosure of the Information, CONSULTANT agrees that
CONSULTANT will not at any time or in any manner, either directly or indirectly,
use any Information for CONSULTANT's own benefit, or divulge, disclose, or
communicate in any manner any Information to any third party without the prior
written consent of CLIENT. CONSULTANT will protect the Information and treat it
as strictly confidential. A violation of this paragraph shall be a material
violation of this Agreement.
8. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that CONSULTANT has
disclosed (or has threatened to disclose) Information in violation of this
Agreement, CLIENT shall be entitled to an injunction to restrain CONSULTANT from
disclosing, in whole or in part, such Information, or from providing any
services to any party to whom such Information has been disclosed or may be
disclosed. CLIENT shall not be prohibited by this provision from pursuing other
remedies, including a claim for losses and damages.
9. SERVICES TO THIRD PARTIES. The parties recognize that CONSULTANT may provide
consulting services to other parties. However, the confidentiality provisions of
this Agreement bind CONSULTANT, and CONSULTANT may not use the information,
directly or indirectly, for the benefit of third parties.
10. RETURN OF RECORDS. Upon termination of this Agreement, CONSULTANT shall
deliver all records, notes, data, memoranda, models, and equipment of any nature
that are in CONSULTANT's possession or under CONSULTANT's control and that are
CLIENT's property or relate to CLIENT's business.
11. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or deposited in
the United States mail, postage prepaid, addressed as follows:
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IF for CLIENT: IF for CONSULTANT:
Xxxxxxx X. Xxxxxxxxxx Xxxxx X. Xxxx
President and CEO 000 Xxxx Xxx Xxxx
Local Telecom Systems, Inc. Xxxxxxx, XX 00000
0000 Xxxxxx Xxxx #000
Xxxxxx, XX 00000
Either party may change such address from time to time by providing written
notice to the other in the manner set forth above.
12. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
13. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
14. SEVERABILITY. If any provision of this Agreement shall be held to be invalid
or unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this Agreement is
invalid or unenforceable, but that by limiting such provision it would become
valid and enforceable, then such provision shall be deemed to be written,
construed, and enforced as so limited.
15. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
16. APPLICABLE LAW. The laws of the State of Texas shall govern this Agreement.
LOCAL TELECOM SYSTEMS, INC.
By: September 23, 2005
---------------------------------
Xxxxxxx X. Xxxxxxxxxx
President and CEO
BAJJER, L.L.C.
Xxxxx X. Xxxx
By: September 23, 2005
---------------------------------
Xxxxx X. Xxxx, Managing Member
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