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EXHIBIT 10.64
INVESTOR RELATIONS SERVICES AGREEMENT
This INVESTOR RELATIONS SERVICES AGREEMENT (this "Agreement"), made and
entered into this 31st day of March, 2000, by and between HighwayMaster
Communications, Inc., a Delaware Corporation, having a principal place of
business at 0000 Xxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxx, 00000
("HighwayMaster"), and N.D. Xxxxxxxx Associates, Inc., a Florida Corporation,
having a principal place of business at 000 X.X. Xxxxxxx Xxxxx, Xxxx Xxxxx,
Xxxxxxx 00000 ("Xxxxxxxx").
ARTICLE 1
INVESTOR RELATIONS SERVICES
1.1 Investor Relations Services Provided. Xxxxxxxx agrees to provide
investor relations consultation services to HighwayMaster during the
Contract Term (as defined in Section 2.1 below). These professional
services will be directed toward assisting HighwayMaster in the
accomplishment of certain corporate investor relations objectives
including, but not limited to, the following:
1.0.1 Increasing the investment community's awareness of
HighwayMaster by conducting an active investor relations
program designed to gain recognition from the investment
community of HighwayMaster's long-term investment potential.
1.1.1 Assisting HighwayMaster in obtaining at least one (1)
national, sell side analyst from a quality, recognized
brokerage to follow HighwayMaster and provide quarterly
updates to the public.
1.1.2 Assisting HighwayMaster in obtaining at least one (1)
regional, sell side analyst of high recognition and quality,
to follow HighwayMaster and provide quarterly updates to the
public.
1.1.3 Assisting HighwayMaster in obtaining two (2) nationally
recognized analysts to each prepare a research report on
HighwayMaster.
1.1.4 Assisting HighwayMaster with the distribution of investor
packages to investors and analysts during the Contract Term.
ARTICLE 2
CONTRACT TERM
1.2 Term. Xxxxxxxx shall provide the services described in Article 1 above
for a period commencing on the date of execution of this Agreement and
terminating six (6) months thereafter (the "Contract Term").
INVESTOR RELATIONS SERVICES AGREEMENT - PAGE 1
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ARTICLE 3
SERVICE FEES & BILLING
1.3 Fees & Billing. HighwayMaster shall provide the following compensation
to Xxxxxxxx for the services rendered under this Agreement:
3.0.1 FIXED MONTHLY FEE. HighwayMaster shall compensate Xxxxxxxx at
the rate of $3,500.00 per month for each month during the
Contract Term payable on the first day of each month.
1.3.1 Stock Options. HighwayMaster shall grant to Xxxxxxxx the
following option to purchase shares of common stock of
HighwayMaster at an exercise price of $5.63 per share upon the
occurrence of the following events:
1.3.1.1 5,000 stock options upon the execution of this
Agreement.
1.3.1.2 3,000 stock options if, as a result of Xxxxxxxx'x
efforts, one (1) national, sell side analyst from a
quality, recognized brokerage firm begins to follow
HighwayMaster and provides ongoing quarterly updates
to the public regarding HighwayMaster; provided,
however, that such coverage must commence during the
Contract Term.
1.3.1.3 3,000 stock options if, as a result of Xxxxxxxx'x
efforts, one (1) regional, sell side analyst of high
recognition and quality, begins to follow
HighwayMaster and provides quarterly updates to the
public regarding HighwayMaster; provided, however,
that such coverage must commence during the Contract
Term.
1.3.1.4 3,000 stock options if, as a result of Xxxxxxxx'x
efforts, two (2) nationally recognized analysts each
prepare a research report on HighwayMaster prior to
the end of the Contract Term.
1.3.1.5 3,000 stock options on the six month anniversary of
this Agreement, if during the Contract Term, Xxxxxxxx
has used his best efforts to distribute investor
packages to investors and analysts.
1.3.2 Vesting and Exercise of Vested Options. Any stock options
earned by Xxxxxxxx during the Contract Term shall vest on the
one (1) year anniversary of the execution of this Agreement.
In order to exercise any vested options, Xxxxxxxx must deliver
written notice to HighwayMaster indicating the number of
vested options which Xxxxxxxx desires to exercise and a
cashier's check in the amount of the exercise price.
INVESTOR RELATIONS SERVICES AGREEMENT - PAGE 2
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1.3.3 Taxes. HighwayMaster shall issue to Xxxxxxxx a Form 1099-Misc.
following the end of each calendar year in which Xxxxxxxx
exercises any portion of the options. Xxxxxxxx shall be
responsible for the payment of all taxes incurred as a result
of the exercise of the stock options and the sale of common
stock issued as a result thereof.
1.3.4 Registration of Stock Issued Upon Exercise of
Stock Options.
1.3.4.1 HighwayMaster shall file a registration statement
on the appropriate form under the Securities Act,
within ninety (90) days from the date of vesting
of Xxxxxxxx'x options covering the registration of
the resale of the shares of common stock for which
options are earned by Xxxxxxxx under Section 3.1.2
(the "Registrable Shares"). In connection with
such registration statement, HighwayMaster shall:
1.3.4.1.1 Use its reasonable best efforts to cause such
registration statement to become effective and
keep such registration statement effective until
the earlier of (x) one hundred twenty (120) days
from the date of effectiveness or (y) Xxxxxxxx'x
disposition of all of the Registrable Shares;
1.3.4.1.2 Use its reasonable best efforts to prepare and
file with the Securities and Exchange Commission
(the "SEC") such amendments and supplements to
such registration statement as may be necessary to
comply with the applicable provisions of the
Securities Act of 1933, as amended (the
"Securities Act");
1.3.4.1.3 Use its reasonable best efforts to register and
qualify the Registrable Shares covered by such
registration statement under such other securities
or Blue Sky laws of such jurisdictions as shall be
reasonably requested by Xxxxxxxx, and to keep such
registration or qualification effective during the
period such registration statement is to be kept
effective, provided, however, that HighwayMaster
shall not be required to become subject to
taxation, qualify to do business or file a general
consent to service of process in any such
jurisdictions;
1.3.4.1.4 Use its reasonable best efforts to maintain the
authorization for quotation of the securities
covered by such registration statement on the
NASDAQ SmallCap Market; and
1.3.4.1.5 Notify Hamilton, at any time when Xxxxxxxx must
suspend offers or sales of the Registrable Shares
under the registration statement, either because
the prospectus included in such registration
statement is required to be amended for any
reason, such as an
INVESTOR RELATIONS SERVICES AGREEMENT - PAGE 3
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amendment under the Securities Act to provide current
information, or because the prospectus includes an
untrue statement of a material fact or omits to state
a material fact required to be stated therein or
necessary to make the statements therein not
misleading in the light of the circumstances then
existing. HighwayMaster shall use its reasonable best
efforts to enable Xxxxxxxx to promptly recommence
offers and sales under the registration statement.
Notwithstanding the foregoing and anything to the
contrary set forth in this Section 3.1.5, Xxxxxxxx
acknowledges that there may occasionally be times
when HighwayMaster must suspend the use of the
prospectus included in such registration statement
until such time as an amendment to the registration
statement has been filed by HighwayMaster and
declared effective by the SEC, or until such time as
HighwayMaster has filed an appropriate report with
the SEC pursuant to the Securities Exchange Act of
1934, as amended (the "1934 Act"). Xxxxxxxx hereby
covenants that he will not offer or sell any shares
of the Registrable Shares pursuant to such prospectus
during the period commencing when HighwayMaster
notifies Xxxxxxxx of the suspension of the use of
such prospectus and the reason therefor, and ending
when HighwayMaster notifies Xxxxxxxx in writing that
it may thereafter effect offers and sales pursuant to
such prospectus.
3.0.1.1 It is a condition precedent to the obligations of
HighwayMaster to take any action pursuant to this
Section 3.1.5 hereof with respect to the Registrable
Shares, that Xxxxxxxx shall furnish to HighwayMaster
such information regarding itself, the Registrable
Shares held thereby and the intended method of
disposition of such securities as shall be required
to effect the registration of such Registrable Shares
and as may be required from time to time to keep such
registration current.
1.3.4.2 Except as otherwise provided herein, all expenses
incurred by or on behalf of HighwayMaster in
connection with registrations, filings or
qualifications pursuant to this Section 3.1.5,
including without limitation all registration, filing
and qualification fees, the fees and expenses
incurred in connection with the listing of the
Registrable Shares to be registered on each security
exchange on which shares of HighwayMaster's common
stock are then listed, printer's and accounting fees,
and fees and disbursements of counsel for
HighwayMaster, shall be borne by HighwayMaster. In no
event shall HighwayMaster be obligated to bear
underwriting, brokerage or related fees, discounts or
commissions or the fees or expenses of counsel or
advisors to Xxxxxxxx.
INVESTOR RELATIONS SERVICES AGREEMENT - PAGE 4
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1.3.4.3 Each of HighwayMaster and Xxxxxxxx shall agree to
such other reasonable and customary arrangements,
undertakings and indemnifications with respect to the
registration of the Registrable Shares to be received
by Xxxxxxxx pursuant to the Agreement as may be
requested by any of them, but shall not be obligated
to enter into any underwriting arrangements.
1.3.4.4 HighwayMaster covenants that it will at all times use
its reasonable best efforts to timely file any
reports required to be filed by it under the
Securities Act and the 1934 Act and that it will take
such other actions as may be reasonably necessary to
enable Xxxxxxxx to sell the shares of common stock
without registration under applicable exemptions
provided for under the Securities Act including,
without limitation, Rule 144.
1.3.4.5 Unless and until the registration statement is
effective, any stock certificates issued to Xxxxxxxx
as a result of the exercise of the stock options
shall bear the following restrictive legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR SECURITIES LAWS OF ANY STATE, AND
NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY
BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREUNDER."
1.4 Expenses. Xxxxxxxx shall be responsible for paying any and all expenses
incurred by Xxxxxxxx in performing the services hereunder.
HighwayMaster shall have no liability for any expenses incurred by
Xxxxxxxx in performing the services hereunder.
INVESTOR RELATIONS SERVICES AGREEMENT - PAGE 5
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ARTICLE 4
MISCELLANEOUS
1.5 Indemnification to Xxxxxxxx. HighwayMaster shall indemnify and hold
harmless Xxxxxxxx, its officers, agents, and representatives (each an
"Indemnified Xxxxxxxx Party") from and against any and all losses,
claims, damages or liabilities which either such Indemnified Xxxxxxxx
Party may incur, including any amount paid in settlement of any claim,
action or proceeding commenced or threatened, and any and all expenses
reasonably incurred (including reasonable and necessary attorney's
fees) in connection with any such claim, action or proceeding insofar
as such loss, claim, damages, liabilities, actions, proceedings or
expenses (collectively "Xxxxxxxx Losses") resulted from false and/or
incorrect information, false representations, false and/or incorrect
reports or other false and/or incorrect data furnished by HighwayMaster
or its authorized representatives to Xxxxxxxx in writing for use in
connection with the services to be provided by Xxxxxxxx pursuant to the
terms of this Agreement, except that no Indemnified Xxxxxxxx Party
shall be so indemnified to the extent that any Xxxxxxxx Losses arise
out of such Indemnified Xxxxxxxx Party's negligence or willful
misconduct or bad faith in connection with the performance of such
Indemnified Xxxxxxxx Party's services hereunder and except that
HighwayMaster shall not be liable in any event for any amount paid in
settlement of any claim or any litigation, threatened or commenced,
whatsoever if such settlement is effected without the written consent
of HighwayMaster (which consent shall not be reasonably withheld).
Xxxxxxxx shall give prompt written notice to HighwayMaster of any claim
or action commenced or threatened against each Indemnified Xxxxxxxx
Party in respect of which indemnity may be sought thereunder. If it so
elects within a reasonable time after receipt of such notice,
HighwayMaster may assume the defense of such claim or action. If
HighwayMaster assumes the defense of such claim or action,
HighwayMaster will not be liable for any fees and expenses of counsel
for an Indemnified Xxxxxxxx Party incurred thereafter in connection
with such claim or action. Any separate counsel representing an
Indemnified Xxxxxxxx Party shall cooperate with HighwayMaster and its
counsel in the defense of such claim or action. The failure of Xxxxxxxx
to promptly notify HighwayMaster of its receipt of commencement of any
claims or action in respect of which indemnity may be sought will
relieve HighwayMaster from any liability HighwayMaster may have to the
extent that such delay in notification prejudices HighwayMaster's
defense of such claim or action.
1.6 Indemnification to HighwayMaster. Xxxxxxxx shall indemnify and hold
harmless HighwayMaster, its parents, subsidiaries, affiliates,
officers, agents, and representatives (each an "Indemnified
HighwayMaster Party") from and against any and all losses, claims,
damages or liabilities which either such Indemnified HighwayMaster
Party may incur, including any amount paid in settlement of any claim,
action or proceeding commenced or threatened, and any and all expenses
reasonably incurred (including reasonable and necessary attorney's
fees) in connection with any such claim, action or proceeding insofar
as such loss, claim, damages, liabilities, actions, proceedings or
expenses (collectively "HighwayMaster Losses") resulted from the acts
and/or omissions of Xxxxxxxx or its authorized representatives in
performing the services to be provided by Xxxxxxxx pursuant to the
terms of this Agreement, except that no Indemnified HighwayMaster Party
shall be so indemnified to the extent that any HighwayMaster Losses
arise out of such Indemnified HighwayMaster Party's negligence, willful
misconduct, or provision of false or incorrect information to
INVESTOR RELATIONS SERVICES AGREEMENT - PAGE 6
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Xxxxxxxx and except that Xxxxxxxx shall not be liable in any event for
any amount paid in settlement of any claim or any litigation,
threatened or commenced, whatsoever if such settlement is effected
without the written consent of the Xxxxxxxx (which consent shall not be
reasonably withheld). HighwayMaster shall give prompt written notice to
Xxxxxxxx of any claim or action commenced or threatened against each
Indemnified HighwayMaster Party in respect of which indemnity may be
sought thereunder. If it so elects within a reasonable time after
receipt of such notice, Xxxxxxxx may assume the defense of such claim
or action. If Xxxxxxxx assumes the defense of such claim or action,
Xxxxxxxx will not be liable for any fees and expenses of counsel for an
Indemnified HighwayMaster Party incurred thereafter in connection with
such claim or action. Any separate counsel representing an Indemnified
HighwayMaster Party shall cooperate with Xxxxxxxx and its counsel in
the defense of such claim or action. The failure of HighwayMaster to
promptly notify Xxxxxxxx of its receipt of commencement of any claims
or action in respect of which indemnity may be sought will relieve
Xxxxxxxx from any liability Xxxxxxxx may have to the extent that such
delay in notification prejudices Xxxxxxxx'x defense of such claim or
action.
1.7 Confidentiality. "HighwayMaster Confidential Information" shall mean,
for purposes of this Section 4.3, the technical and business
information which is proprietary and confidential to HighwayMaster, and
such other information marked "Confidential" and disclosed to Xxxxxxxx
by HighwayMaster pursuant to this Agreement. Xxxxxxxx shall hold all
HighwayMaster Confidential Information in confidence and shall not
disclose the same to third parties without the prior written permission
of HighwayMaster, and shall not use HighwayMaster Confidential
Information other than for the benefit of HighwayMaster during the
Contract Term and for such period following the termination of this
Agreement as HighwayMaster Confidential Information remains a trade
secret of HighwayMaster.
1.8 Relationship of the Parties. It is the intention of the parties that
Xxxxxxxx be an independent contractor and not an employee, agent, joint
venturer, or partner of HighwayMaster. Nothing in this Agreement shall
be interpreted or construed as creating or establishing the
relationship of employer and employee between HighwayMaster and either
Xxxxxxxx or any employee or agent of Xxxxxxxx. Nothing in this
Agreement shall be construed to give either party the power to direct
or control the daily activities of the other party, or to constitute
the parties as principal and agent, employer and employee, franchisor
and franchisee, partners, joint venturers, co-owners, or otherwise as
participants in a joint undertaking. HighwayMaster and Xxxxxxxx
understand and agree that, except as specifically provided in this
Agreement, HighwayMaster does not xxxxx Xxxxxxxx the power or authority
to make or give any agreement, statement, representation, warranty, or
other commitment on behalf of HighwayMaster, or to enter into any
contract or otherwise incur any liability or obligation, express or
implied, on behalf of HighwayMaster, or to transfer, release, or waive
any right, title, or interest of HighwayMaster.
1.9 No False Representations. Xxxxxxxx shall (1) conduct business in a
manner that reflects favorably at all times on HighwayMaster's products
and services and the reputation of HighwayMaster; (2) avoid deceptive,
misleading, or unethical practices that are or might be
INVESTOR RELATIONS SERVICES AGREEMENT - PAGE 7
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detrimental to HighwayMaster, its products and services including any
disparagement of HighwayMaster, its products and services; (3) make no
false or misleading representations with regard to HighwayMaster, its
products and services; and (4) refrain from publishing or employing any
misleading or deceptive advertising material regarding HighwayMaster,
its products and services.
1.10 Nonexclusive. Xxxxxxxx shall retain the right to perform services for
others during the terms of this Agreement; provided, that
HighwayMaster's ownership and confidentiality of work product is not
jeopardized in any way. HighwayMaster shall retain the right to cause
similar services to be performed by its own personnel and/or other
contractors during the Contract Term.
1.11 Compliance With Law. Xxxxxxxx shall comply with all applicable federal,
state, and local laws and regulations in performing its duties
hereunder including, but not limited to, the Securities Act (and any
rules and regulations promulgated thereunder), the 1934 Act (and any
rules and regulations promulgated thereunder), and the NASDAQ Stock
Exchange Rules and Regulations.
1.12 Method of Performing Services. Xxxxxxxx, in conjunction with its
personnel, will determine the method, details, and means of performing
the services to be performed for HighwayMaster pursuant to the terms of
this Agreement. HighwayMaster shall have no right to, and shall not,
control the manner or determine the method which Xxxxxxxx performs
services pursuant to this Agreement; provided, however, that
HighwayMaster may require Xxxxxxxx'x personnel to observe at all times
the security and safety policies of HighwayMaster. Notwithstanding the
preceding, HighwayMaster shall be entitled to exercise a broad general
power of supervision and control over the results of work performed by
Xxxxxxxx to ensure satisfactory performance.
1.13 Scheduling. In performing services under this Agreement, Xxxxxxxx
shall, to the extent reasonably possible, accommodate work schedule
requests of HighwayMaster. Should any personnel of Xxxxxxxx be unable
to perform scheduled services because of illness, resignation, or other
causes beyond Xxxxxxxx'x reasonable control, Xxxxxxxx will replace such
personnel within a reasonable time.
1.14 Record Keeping. Xxxxxxxx shall maintain complete and accurate
accounting records, in a form in accordance with standard accounting
practices, to substantiate Xxxxxxxx'x charges hereunder. Such records
shall include payroll records and time sheets, and Xxxxxxxx shall
retain such records for a period of one (1) year from the date of final
payment hereunder.
1.15 Xxxxxxxx'x Agreements With Personnel. Xxxxxxxx shall obtain and
maintain in effect written agreements with each of its employees and/or
independent contractors who participate in providing services to
HighwayMaster under this Agreement. Such agreements shall contain terms
sufficient to enable Xxxxxxxx to comply with all provisions of this
Agreement, shall establish a duty of confidentiality enforceable by
HighwayMaster and shall confirm that such
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personnel shall have no status as employees of HighwayMaster and no
claim under any HighwayMaster employee benefit plan.
1.16 No Discrimination. Xxxxxxxx agrees that in the performance of this
Agreement it will not discriminate or permit discrimination against any
person or group of persons on the grounds of sex, race, color,
religion, or natural origin in any manner prohibited by the laws of the
United States.
1.17 Force Majeure. Neither party hereto shall be responsible for any
failure to perform due to unforeseen circumstances or to causes beyond
its reasonable control, including but not limited to acts of God, war,
riot, embargoes, acts of civil or military authorities, fire, floods,
accidents, strikes, or shortages of transportation, facilities, fuel,
energy, labor, or materials. In the event of any such delay, said party
is excused from performance for a period equal to the time of such
delay. In the event such delay exceeds sixty (60) days, either party
may terminate this Agreement.
1.18 Insurance. Xxxxxxxx shall secure and maintain adequate workmen's
compensation, disability benefits, unemployment insurance and the like,
if required by the law of each state wherein Xxxxxxxx shall perform
services for HighwayMaster. Xxxxxxxx further agrees to maintain
comprehensive general and vehicular liability insurance for claims for
damages arising out of bodily injury (including death) and property
damage, caused by, or arising out of, acts or omissions of its
employees. The minimum limits of such insurance shall be $300,000.00
for each person and $300,000.00 for each incident because of bodily
injury and $300,000.00 because of property damage for each incident.
Certificates of insurance shall be furnished to HighwayMaster at the
commencement of this Agreement and at the renewal date or dates of all
such insurance policies for as long as this Agreement remains in
effect. In no event shall any such insurance be canceled without thirty
(30) days prior written notice to HighwayMaster by Xxxxxxxx.
1.19 Entire Agreement of the Parties. This Agreement supersedes any and all
agreements, either oral or written, between the parties hereto with
respect to the rendering of services by Xxxxxxxx for HighwayMaster and
contains all the covenants and agreements between the parties with
respect to the rendering of such services in any manner whatsoever.
Each party to this Agreement acknowledges that no representations,
inducements, promises, or agreements, orally or otherwise, have been
made by any party, or anyone acting on behalf of any party, that are
not embodied herein, and that no other agreement, statement, or promise
not contained in this agreement shall be valid or binding. Any
modification of this Agreement will be effective only if it is in
writing signed by the party to be charged.
1.20 Partial Invalidity. If any provision in this agreement is held by a
court of competent jurisdiction to be invalid, void, or unenforceable,
the remaining provisions will nevertheless continue in full force
without being impaired or invalidated in any way.
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1.21 Termination. Either party may terminate the Agreement upon thirty (30)
days written notice to the other party to the Agreement. In the event
that HighwayMaster terminates this Agreement, other than for cause,
HighwayMaster shall pay for services rendered by Xxxxxxxx prior to the
effective date of the termination.
1.22 Termination for Cause. If a party materially defaults in its
performance under this Agreement, other than non-payment of amounts due
to Xxxxxxxx, and fails to either substantially cure such default within
thirty (30) days after receiving written notice specifying the default
or, for those defaults which cannot reasonably be cured within thirty
(30) days, promptly commence curing such default and thereafter proceed
with all due diligence to substantially cure the same, then the party
not in default may terminate this Agreement as of a date specified in
such notice; provided, that any such termination by a party for cause
shall not serve as a waiver of any rights or remedies such party may
have against the breaching party at law or in equity. Notwithstanding
the preceding, in the event that HighwayMaster terminates this
Agreement for cause pursuant to this Section 4.18, any and all options
issued to Xxxxxxxx under Section 3.1.2 shall be forfeited as of the
date of such termination.
1.23 Notices. Unless otherwise specifically provided, all notices required
or permitted by this Agreement shall be in writing and may be delivered
personally, or may be sent by facsimile or certified mail, return
receipt requested, to the following addresses, unless the parties are
subsequently notified of any change of address in accordance with this
Section 4.19:
If to HighwayMaster:
HighwayMaster Communications, Inc.
0000 Xxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxx 00000
Attention: General Counsel
Facsimile: (000) 000-0000
If to Xxxxxxxx:
N.D. Xxxxxxxx Associates, Inc
Attn: Xxxxx Xxxxxxxx
000 X.X. Xxxxxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxx Xxxxxxxx
Facsimile: (000) 000-0000____
Any notice shall be deemed to have been received as follows: (1) by
personal delivery, upon receipt; (2) by facsimile upon receipt; (3) by
certified mail, five (5) business days after delivery to the U.S.
postal authorities by the party serving notice. If notice is sent by
facsimile, a confirming copy of the same shall be sent by mail to the
same address.
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1.24 GOVERNING LAW; CONSENT TO JURISDICTION AND VENUE. THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF TEXAS, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS (RULES) OR
CHOICE OF LAWS (RULES) THEREOF. XXXXXXXX HEREBY CONSENTS TO THE
EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE STATE DISTRICT COURT
RESIDING IN DALLAS COUNTY, DALLAS, TEXAS (OR IF APPLICABLE, THE FEDERAL
DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS, DALLAS DIVISION) FOR
ALL LITIGATION WHICH MAY BE BROUGHT WITH RESPECT TO OR ARISING OUT OF
THE TERMS OF AND THE TRANSACTIONS AND RELATIONSHIPS CONTEMPLATED BY
THIS AGREEMENT.
1.25 Assignment. Xxxxxxxx is being retained as per this Agreement because of
HighwayMaster's confidence in Xxxxxxxx'x abilities which confidence is
personal in nature. This Agreement shall not be assignable by either
party without the prior written consent of the other party which shall
not be unreasonably withheld, and Xxxxxxxx may not delegate its duties
hereunder without the prior written consent of HighwayMaster. Any
attempt by Xxxxxxxx to assign any of its rights or delegate any of its
duties hereunder without the prior written consent of HighwayMaster
shall be null and void.
1.26 Successors. This Agreement shall inure to the benefit of, and be
binding upon, Xxxxxxxx and HighwayMaster, their successors and assigns.
1.27 Survival. In the event of any termination of this Agreement, Sections
3.1, 4.1, 4.2, 4.3, 4.4, 4.5 and 4.20 hereof shall survive and continue
in effect.
IN WITNESS THEREOF, HighwayMaster and Xxxxxxxx have caused this
Investor Relations Service Agreement to be signed and delivered by their duly
authorized officers, all as of the date first hereinabove written.
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HIGHWAYMASTER
COMMUNICATIONS, INC., N.D. XXXXXXXX ASSOCIATES, INC.
A DELAWARE CORPORATION
By: /s/ W. XXXXXXX XXXXX By: /s/ XXXXX XXXXXXXX
----------------------------- -----------------------------
Title: CFO Title: PRESIDENT
-------------------------- --------------------------
Date: April 3, 2000 Date: March 31, 2000
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INVESTOR RELATIONS SERVICES AGREEMENT - PAGE 12
