AGREEMENT FOR ADVISORY SERVICES
THIS AGREEMENT FOR ADVISORY SERVICES is made as of the25th day of
September, 1996 between RIDGEWOOD GROUP INTERNATIONAL, INC., a Delaware
corporation having a principal place of business at 000 Xxxxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 ("Ridgewood") and VOICENET, INC., a Delaware corporation
having a principal place of business at Xxxxx 000, 000 Xxxxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 (the "Company" or "Voicenet").
W I T N E S S E T H :
WHEREAS, Voicenet has been organized to engage primarily in the business
of marketing and distributing digital speech recognition and recording
technology for use in court and legislative proceedings currently called
"COURTSMART" by the Company; and
WHEREAS, in connection with its business, the Company will need to
prepare financial plans and operating budgets, may seek access to sources of
equity and debt financing, and may develop, negotiate and/or analyze
proposals for short-term and long-term financing, vertical or horizontal
expansion, acquisitions or general development; and
WHEREAS, Ridgewood is willing to furnish financial and business advice
and services to Voicenet on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed as follows:
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1. Ridgewood agrees to furnish, to Voicenet, advice and recommendations
with respect to such aspects of the business and affairs of Voicenet as
Voicenet shall, from time to time, request upon reasonable notice. Such
services of Ridgewood may include the following: advising Voicenet in he
preparation of financial plans and budgets, advising Voicenet in connection
with possible acquisition opportunities; assisting in shareholder relations,
including the preparation of annual reports and other releases; assisting in
long-term financial planning; advising Voicenet regarding corporate
reorganization, expansion and capital structure; and, such other matters as
to which Ridgewood may, from time to time, be asked to consult by Voicenet.
Nothing contained herein shall impose any obligation on Voicenet to accept or
adopt any proposal recommended by Ridgewood.
2. In addition, Ridgewood shall hold itself ready to assist Voicenet
in negotiating particular contracts or transactions, if requested to do so by
Voicenet, upon reasonable notice, and will undertake such negotiations upon
prior written agreement as to additional compensation to be paid by Voicenet to
Ridgewood with respect to such negotiations.
3. As compensation for the services described in paragraph "1" and "2"
above, Voicenet shall pay to Ridgewood a fee of $8,000 per month for the
duration of this Agreement, subject to Ridgewood's rights to additional
compensation under paragraph 2. Payment of the foregoing shall be made on the
first day of each month. Nothing contained herein shall prohibit Ridgewood
from receiving a finder's fee or brokerage commission or other rights,
property or profit in connection with any transaction it arranges for
Voicenet or in which it performs services beyond those identified herein,
provided that any such fee, commission or other right is payable pursuant to
a separate written agreement and is permitted by law. In addition to its
compensation
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hereunder, Voicenet will reimburse Ridgewood for any and all expenses incurred
by Ridgewood, in good faith, in the performance of its duties hereunder and,
Ridgewood shall account for such expenses to Voicenet, except that for each
expenditure exceeding $500, Ridgewood shall obtain the prior approval of
Voicenet, which approval may be oral. Such reimbursement shall cumulate and be
paid with the monthly compensation due hereunder.
4. In the performance of its services, Ridgewood shall be obligated to
act only in good faith, and shall only be obligated to meet the ordinary
standards of care of an investment advisor or investment banker. Ridgewood
shall devote such time and effort to the performance of its duties hereunder
as Ridgewood shall determine is reasonably necessary for such performance.
Ridgewood may look to such others for such factual information, investment
recommendations, economic advice and/or research, upon which to base its
advice to Voicenet hereunder, as it shall in good xxxxx xxxx appropriate.
Voicenet shall furnish to Ridgewood all information relevant to Ridgewood's
performance of this Agreement, or particular projects as to which Ridgewood
is acting as advisor, which will permit Ridgewood to know all facts material
to the advice to be rendered, and all material or information reasonably
requested by Ridgewood ("Evaluation Material"). In the event that Voicenet
fails or refuses to furnish Evaluation Material reasonably requested by
Ridgewood, and thus prevents or impedes Ridgewood's performance hereunder,
any inability of Ridgewood to perform shall not be a breach of its
obligations hereunder.
5. This Agreement shall become effective upon the effective date of
apublic offering of its securities by Voicenet and shall continue for 36
consecutive months.
6. Except as provided in Section 7 hereof, nothing contained in this
Agreement shall limit or restrict the right of Ridgewood or of any
shareholder, director, officer or employee of
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Ridgewood, to be a partner, director, officer, or employee of, to engage in any
other business, whether of a similar nature or not, nor to limit or restrict the
right of Ridgewood to engage in any other business or to render services of any
kind to any other corporation, firm, individual or association, except that
during the term hereof Ridgewood shall not serve as a consultant to any other
business substantially similar to or competitive with the business of Voicenet,
without having first received the written consent of Voicenet, which consent
shall not be unreasonably withheld. All obligations of Ridgewood contained
herein shall be subject to Ridgewood's reasonable availability for such
performance, in view of the nature of the requested service and the amount of
notice received. Ridgewood shall advise Voicenet whenever it or its officers,
directors, employees or shareholders shall have any interest in, or perform
services for an actual or potential competitor, supplier, or customer of
Voicenet and shall provide Voicenet with a complete description of such
services.
7. Ridgewood will hold the existence and contents of the Evaluation
Materials, the Evaluation Materials themselves, and trade secrets, if any,
contained in or disclosed by, or ascertainable from any of the foregoing
materials, in confidence, and will use the same only to perform its
obligations under this Agreement. Ridgewood confirms that it will not
utilize any non-public material information concerning Voicenet to purchase
or sell Voicenet's securities to others. Ridgewood will not use the
information in ways detrimental to Voicenet. No presumption or inference of
detrimental use shall be drawn from the retention of, or interest of,
Ridgewood or its officers, directors, shareholders or employees, by or in an
actual or potential supplier, customer, or competitor of Voicenet.
8. Ridgewood shall not be required to maintain confidentiality with
respect to (a)
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information which is in the public domain, or of which it had independent
knowledge, (b) the portion of the Evaluation Material or any information
disclosed therein which (i) is obvious to those of ordinary skill in the art
without research or development; or (ii) is obvious by reason of its prior
disclosure in sales literature which has been given to more than three parties
in any country; or (iii) comes into the possession of Ridgewood in the normal
and routine course of its own business from and through independent
non-confidential sources; or (iv) is disclosed in any patent of any country; or
(v) is subsequently published by any person in a printed newsletter, journal or
other publication of which copies have been disseminated publicly to more than
fifty people.
9. If Ridgewood is requested or required (by oral questions,
interrogatories, requests for information or document subpoenas, civil
investigative demands, or similar process) to disclose any information
supplied to it, or the existence of other negotiations in the course of its
dealings with Voicenet or its representatives, Ridgewood shall, unless
prohibited by law, promptly notify Voicenet of such request(s) so that
Voicenet may seek an appropriate protective order and/or waive Ridgewood's
compliance herewith.
10. It is understood that Ridgewood will appoint Xx. Xxxxxxx X. Xxxxxx,
its employee, to perform its obligations hereunder. Voicenet accepts such
appointment. Such employee shall agree to be bound by the provisions hereof
respecting confidentiality.
11. This Agreement may not be transferred, assigned, delegated, sold or
in any manner hypothecated or pledged by any of the parties hereto without
the prior written consent of the parties hereto, and the employees identified
in "10" above.
12. The failure or neglect of the parties hereto to insist, in any one
or more instances,
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upon the strict performance of any of the terms or conditions of this Agreement,
or their waiver of strict performance of any of the terms or conditions of this
Agreement, shall not be construed as a waiver or relinquishment in the future of
such term or condition, but the same shall continue in full force and effect.
13. Any notice given or required to be given hereunder shall be in
writing and shall be sent by United States registered or certified mail,
return receipt requested, postage prepaid, to the party to be affected
thereby, at the address of such party first above written. Such notice shall
be deemed to have been given when placed in the United States mail. Either
party hereto may, by like notice, designate a different address to which
notice shall be thereafter sent.
14. This Agreement has been made in and shall be construed and enforced
in accordance with the laws of the State of New York and shall become
effective only upon and simultaneously with the closing of the closing of the
Company's public offering of its securities described above.
15. This Agreement constitutes the entire understanding between the
parties hereto with respect to the subject matter hereof and cannot be
changed, modified or terminated, or any provisions hereof permanently waived,
except by an instrument in writing signed by both parties. This Agreement
shall bind the parties hereto and their respective successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed the day and year first above written at New York, New York.
VOICENET, INC.
By:
-----------------------------------------
Xxxxx Xxxx
President & Chief Executive Officer
RIDGEWOOD GROUP
INTERNATIONAL, INC.
By:
-----------------------------------------
Xxxxxxx X. Xxxxxx
President
CONFIDENTIALITY PROVISIONS AGREED TO:
--------------------------------------
Xxxxxxx X. Xxxxxx, individually
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