EXHIBIT 10.15
CONSULTING AGREEMENT
THIS AGREEMENT is entered into this 15th day of September, 2003, between
Magnitude Information Systems, Inc.
000 Xxxxx Xxxxx 00 (the "Company" or "MIS")
Xxxxxxx, Xxx Xxxxxx 00000, XXX
and
Premium Strategy Partners AG Xxxxxxxxxx 0
Xxxxxxxx 0000 ("Xxxxxxxxxx")
0000 Xxxxxx, Xxxxxxxxxxx
WHEREAS, MIS through its subsidiary Magnitude, Inc. is marketing ergonomic
software known as ErgoManager(TM), an integrated suite of software products, as
well as similar software products, providing businesses and individuals with a
system for the evaluation and management of ergonomic risk factors and
productivity in today's office workplace; and
WHEREAS, MIS has numerous shareholders in Switzerland and other German-speaking
areas in Europe and wishes to provide this audience with as frequent and timely
distributed information as possible regarding its business and related affairs;
and
WHEREAS, MIS wishes to expand its shareholder base in above geographic areas
through accommodation of potential investors who may express an interest in
investing in the Company's equity; and
WHEREAS, Consultant has expertise in the area of investor relations and
communications, and maintains frequent contacts to individual private investors
in Switzerland and elsewhere, including parties already engaged with MIS as
investors and shareholders.
NOW, THEREFORE, the parties agree as follows:
1. TERM OF THE AGREEMENT.
Subject to approval by MIS' board of directors, this Agreement shall
commence on the date hereof and shall continue for a term of 12 months. (until
September 15, 2004)
2. CONSULTATIVE SERVICES TO BE PROVIDED BY CONSULTANT
Consultant will endeavor to acquaint himself with the business of the
Company including but not limited to its background, management, financial
history, prospects, operational history and organization. Based upon the
foregoing, Consultant will use his best efforts, resources and contacts,
including those of his associates, to maintain the highest possible level of
communications with shareholders of the Company and maximize the audience for
the Company and its business, in Switzerland and other parts of Europe.
Consultant shall be solely responsible for his own expenses incurred in pursuit
of these endeavors, including travel, entertainment, telephone, mailings and
presentations, except where the Company agrees to otherwise in advance.
Consultant will
o Include, where appropriate, the Company in newsletters or circulars
that he may publish or distribute from time to time;
o Translate into the German language and disseminate to shareholders and
potential investors, from time to time and as agreed upon between MIS
and Consultant, press releases, financial and business information of a
public nature;
o Actively communicate with existing shareholders in Europe in all
matters relating to their status as shareholders of MIS, and offer and
undertake to facilitate their communication with the Company;
o Conduct meetings and seminars, as agreed upon with MIS, for the purpose
of presenting the Company to potential new investors.
3. COMPANY UNDERTAKINGS
The Company agrees to furnish Consultant complete copies of all
relevant public documents, contracts and such other data, materials and other
information as Consultant shall reasonably request in connection with his
activities hereunder. The Company recognizes that Consultant will be using and
relying on data, materials and other information furnished to him by the Company
and the Company's accountants and representatives, and upon information
contained in reports and statements relating to the Company's business. The
Company confirms that Consultant may rely upon such data, materials and
information without independent verification and Consultant does not assume
responsibility for the accuracy, completeness or fairness of such information
whether or not he makes any independent verification. The Company agrees to make
its principals available upon reasonable notice for meetings, presentations and
demonstrations and further agrees that the Company's principals shall give their
cooperation to Consultant to make his appointment successful in terms of above
stated undertakings.
4. COMPENSATION
In consideration of the aforesaid services and in lieu of a retainer
and expense reimbursement, MIS shall issue to Consultant, for every month during
the term of this Agreement, 47,500 restricted shares of the Company's common
stock bearing piggy-back registration rights
In addition, Consultant shall be entitled to receive a finder's fee of 10%,
payable at 50% in cash and 50% in form of restricted shares valued at the same
price as the underlying investment, on every equity investment transacted by the
Company with investors referred to it by Consultant and who are qualified as
non-U.S. persons for purposes of Regulation S promulgated under the Securities
Act of 1933 and which investment transactions are consummated during the term of
this Agreement.
5. INDEPENDENT CONTRACTOR / NON-EXCLUSIVITY
Consultant shall not be an agent or employee of MIS but act as
independent outside contractor. Consultant may not enter into any binding
commitments on behalf of MIS and shall not legally bind or obligate MIS in any
way. This Agreement shall not be deemed to provide Consultant with any
exclusivity or other rights unless expressly set forth herein.
6. CONFIDENTIALITY
Consultant shall adhere to the terms and conditions of a certain
Confidentiality Agreement executed and delivered simultaneously with this
Agreement all of whose terms and provisions are hereby incorporated into this
Agreement by reference and made a part hereof.
7. LAW GOVERNING AGREEMENT.
This Agreement shall be governed by and interpreted according to the
laws of the State of New Jersey, excluding any choice of law rules that may
direct the application of the laws of any other jurisdiction.
8. AMENDMENT AND MODIFICATION
This Agreement shall not be amended, modified or supplemented except by
a writing signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day,
month, and year first above set forth.
MAGNITUDE INFORMATION SYSTEMS, INC. CONSULTANT:
By: By:
---------------------------- -----------------------------
Xxxxxx X. Xxxxxx, President Xxxx Xxxxxxxx/ Xxxxxx Xxxxxxx
