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EXHIBIT 10.7
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into
this 9th day of April, 1998, by and between XXXX X. XXXXX an individual whose
principal address is at 00 Xxxxxxxx Xxxx, Xxxxxxxx Xxxx, Xxxxxxxxxxxxx 00000,
(the "Consultant"), and TELESERVICES INTERNATIONAL GROUP INC., a corporation
whose principal place of business is at 000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xx.
Xxxxxxxxxx, Xxxxxxx 00000 (the "Client").
WHEREAS, the Consultant is willing and capable of providing various
consulting services, hereinafter defined, for and on behalf of the Client; and
WHEREAS, the Client desires to retain the Consultant as an independent
consultant and the Consultant desires to be retained in that capacity upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises and agreements
hereinafter set forth, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Consulting Services. The Client hereby retains the Consultant as an
independent consultant to the Client and the Consultant hereby accepts and
agrees to such retention. The Consultant shall render to the Client such
services as set forth on Exhibit A, attached hereto and by reference
incorporated herein.
It is acknowledged and agreed by the Client that Consultant is
not rendering legal advice or performing accounting services, nor acting as an
investment advisor or broker-dealer within the meaning of applicable state and
federal securities laws. It is further acknowledged and agreed by the Client
that the consulting advisory services to be provided to the Client hereunder
shall not be rendered in connection with the offer and sale of securities in a
capital raising transaction.
2. Time, Place and Manner of Performance. The Consultant shall be
available for advice and counsel to Client and representatives and agents of the
Client at such reasonable and convenient times and places as may be mutually
agreed upon. Except as aforesaid, the time, place and manner of performance of
the services hereunder, including the amount of time to be allocated by the
Consultant to any specific service, shall be determined in the sole discretion
of the Consultant.
3. Term of Agreement. The term of this Agreement shall commence on the
date hereof, and shall terminate on May 31, 2000; subject, however, to prior
termination as hereinafter provided.
4. Compensation. In full consideration of the services to be provided
for the Client by the Consultant, as fully set forth in Exhibit A, upon
execution of this Agreement, the Client agrees to compensate Consultant in the
manner set forth on Exhibit B.
5. Expenses. Consultant shall be solely responsible for all expenses
and disbursements anticipated to be made in connection with its performance
under this Agreement, except for those to be paid by Client as set forth on
Exhibit B.
6. Termination. This Agreement may be terminated at any time and for
any reason by either party hereof upon receipt of written notice by the
non-terminating party, and all future rights and obligations of both parties, as
set forth in Exhibits A and B, shall immediately cease.
7. Confidentiality. The Consultant recognizes and acknowledges that it
has and will have access to certain confidential information of the Client and
its affiliates that are valuable, special and unique assets and property of the
Client and such affiliates. The Consultant will not, during or after the term of
this
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Agreement, disclose, without the prior written consent or authorization of
the Client, any of such information to any person, except to authorized
representatives of the Consultant or its affiliates, for any reason or purpose
whatsoever. In this regard, the Client agrees that such authorization or consent
to disclosure may be conditioned upon the disclosure being made pursuant to a
secrecy agreement, protective order, provision of statute, rule, regulation or
procedure under which the confidentiality of the information is maintained in
the hands of the person to whom the information is to be disclosed or in
compliance with the terms of a judicial order or administrative process.
8. Conflict of Interest. The Consultant shall be free to perform
services for other persons. The Consultant will notify the Client of
Consultant's performance of consulting services for any other person which could
conflict with Consultant's obligations under this Agreement. Upon receiving such
notice, the Client may terminate this Agreement or consent to the Consultant's
outside consulting activities.
9. Disclaimer of Responsibility for Acts of the Client. The obligations
of Consultant described in this Agreement consist solely of the furnishing of
information and advice to the Client in the form of services. In no event shall
Consultant be required by this Agreement to represent or make management
decisions for the Client. All final decisions with respect to acts and omissions
of the Client or any affiliates and subsidiaries, shall be those of the Client
or its affiliates, and Consultant shall under no circumstances be liable for any
expense incurred or loss suffered by the Client as a consequence of such acts or
omissions.
10. Indemnity by the Client. The Client shall protect, defend,
indemnify and hold Consultant and its assigns and attorneys, accountants,
employees, officers and directors harmless from and against all losses,
liabilities, damages, judgments, claims, counterclaims, demands, actions,
proceedings, costs and expenses (including reasonable attorneys' fees) of every
kind and character resulting from or relating to or arising out of (a) the
inaccuracy, non-fulfillment or breach of any representation, warranty, covenant
or agreement made by the Client herein; or (b) any legal action, including any
counterclaim, to the extent it is based upon alleged facts that, if true, would
constitute a breach of any representation, warranty, covenant or agreement made
by the Client herein; or (c) negligent actions or omissions of the Client or any
employee or agent of the Client, or any reckless or willful misconduct,
occurring during the term hereof with respect to any of the decisions made by
the Client.
11. Notices. Any notices required or permitted to be given under this
Agreement shall be sufficient if in writing and delivered or sent by registered
or certified mail or overnight courier to the principal office of each party.
12. Waiver or Breach. Any waiver by either party of a breach of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach by any party.
13. Assignment. This Agreement and the rights and obligations of the
Consultant hereunder shall not be assignable without the written consent of the
Client.
14. Applicable Law. It is the intention of the parties hereto that this
Agreement and the performance hereunder and all suits and special proceedings
hereunder be construed in accordance with and under and pursuant to the laws of
the State of Florida and that in any action, special proceeding or other
proceeding that may be brought arising out of, in connection with or by reason
of this Agreement, shall be brought only in a court of competent jurisdiction
within the county of Pinellas, Florida.
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15. Severability. All agreements and covenants contained herein are
severable, and in the event any of them shall be held to be invalid by any
competent court, the Agreement shall be interpreted as if such invalid
agreements or covenants were not contained herein.
16. Entire Agreement. This Agreement constitutes and embodies the
entire understanding and agreement of the parties and supersedes and replaces
all prior understandings, agreements and negotiations between the parties.
17. Waiver and Modification. Any waiver, alteration or modification of
any of the provisions of this Agreement shall be valid only if made in writing
and signed by the parties hereto. Each party hereto, from time to time, may
waive any of its rights hereunder without effecting a waiver with respect to any
subsequent occurrences or transactions hereof.
18. Attorneys' Fees and Costs. In the event of any dispute arising out
of the subject matter of this Agreement, the prevailing party shall recover, in
addition to any damages assessed, its attorneys' fees and court costs incurred
in litigating or otherwise settling or resolving such dispute. In construing
this Agreement, none of the parties hereto shall have any term or provision
construed against such party solely by reason of such party having drafted the
same.
19. Counterparts and Facsimile Signatures. This Agreement may be
executed simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument. Execution and delivery of this Agreement by exchange of
facsimile copies bearing the facsimile signature of a party hereto shall
constitute a valid and binding execution and delivery of this Agreement by such
party. Such facsimile copies shall constitute enforceable original documents.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year first above written.
CONSULTANT: CLIENT:
XXXX X. XXXXX TELESERVICES INTERNATIONAL GROUP INC.
By:
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Xxxxxx X. Xxxxxx, Chairman
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EXHIBIT A
CONSULTANT AGREES TO PROVIDE THE FOLLOWING SERVICES TO CLIENT:
Consultant shall make himself available to consult with Client and
representatives and agents of Client, as requested by Client, for and in
connection with the duties of the offices of Secretary and Treasurer, as
described in the Bylaws of Client.
CONSULTANT: CLIENT:
XXXX X. XXXXX TELESERVICES INTERNATIONAL GROUP INC.
By:
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Xxxxxx X. Xxxxxx, Chairman
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Exhibit A
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EXHIBIT B
UPON EXECUTION HEREOF, FOR ALL SERVICES RENDERED BY CONSULTANT UNDER THIS
AGREEMENT, THE CLIENT AGREES TO COMPENSATE CONSULTANT AS FOLLOWS:
Client shall pay to Consultant a consulting fee of $5,000 per month,
such fee to be increased to $15,000 per month as of the later of (a) June 30,
1998 or (b) the end of the period when Consultant is paid $10,000 or more per
month, exclusive of severance pay, for his services as a consultant to the
estate of Phoenix Information Systems Corp.
Client shall grant to Consultant options to acquire one million
(1,000,000) shares of common stock of Client, exercisable for a period of five
(5) years at an exercise price of $.30 per share. The options shall vest and
become exercisable at the rate of 250,000 upon execution of this Agreement, and
at the rate of 30,000 every month thereafter, so long as Client continues to
perform services for Client as a consultant or an employee.
Client shall reimburse Consultant for reasonable and necessary
expenses, pre-approved by the Client, incurred while performing services for
Client, upon presentation by Consultant of an itemized account of such
authorized expenditures. However, Consultant shall be responsible for paying his
routine travel expenses and lodging between Massachusetts and St. Petersburg,
Florida.
If, during the term of this Agreement, Client requests Consultant to
travel to Florida on a date or dates that are not during Consultant's routine
travel schedule to Florida, (e.g., for a special event, board meeting, etc.),
Client shall reimburse Consultant for reasonable and pre-approved travel and
rent or lodging, but not food or meals, incurred by Consultant for such
"non-routine" travel to Florida.
CONSULTANT: CLIENT:
XXXX X. XXXXX TELESERVICES INTERNATIONAL GROUP INC.
By:
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Xxxxxx X. Xxxxxx, Chairman
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Exhibit B
