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Exhibit 10.27
AGREEMENT
This AGREEMENT dated as of the _____day of September, 1997 (the "Effective
Date"), is by and between UNIVERSAL DOCUMENT MANAGEMENT SYSTEMS, INC. ("UDMS"),
an Ohio corporation with its principal offices located at 0000 Xxxxxxxx'x Xxxx
Xxxxx, Xxxxxxxxxx, Xxxx 00000 and GROWTH MANAGEMENT ADVISORS, INC., an Ohio
corporation with its principal offices located at 0000 Xxxxxxxxxx Xxxx, Xxx.
000, Xxxxxxxxxx, Xxxx 00000 ("GMA").
W I T N E S S E T H:
WHEREAS, UDMS and GMA entered into a Consulting Agreement dated February
19th, 1997 pursuant to which GMA agreed to provide to UDMS the services of Xxxxx
Xxxxx ("Consultant"), an employee of GMA, to assist UDMS with the identification
and recruitment of, and negotiations with, certain CAD software resellers and/or
other companies whose business may complement that of UDMS, which UDMS is
interested in acquiring, and to assist UDMS with an initial public offering (the
"IPO") by UDMS; and
WHEREAS, UDMS desires to provide GMA with incentive to ensure successful
completion of the IPO on or before March 31, 1998.
NOW THEREFORE, in consideration of the foregoing and the mutual agreements
set forth herein, the parties, intending to be legally bound, agree as follows:
AGREEMENT. GMA and Consultant agree to use their best efforts to ensure that
the IPO is completed on or before March 31, 1998.
COMPENSATION. If the IPO occurs on or before March 31, 1998, then, within 30
days following the IPO, UDMS shall pay to GMA $60,000.
MISCELLANEOUS.
SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the heirs and legal representatives
of Consultant, and the successors and assigns of GMA and UDMS, except
that neither GMA nor Consultant may assign this Agreement or any of
Consultant's duties or services hereunder.
MODIFICATION. This Agreement may not be changed, amended or modified except
by a writing signed by both parties.
ENTIRE AGREEMENT/GOVERNING LAW. This Agreement constitutes the entire
agreement and understanding between the parties hereto with respect to
the subject matter hereof an supersedes any prior agreements or
understandings between UDMS, GMA and/or Consultant with respect to such
subject matter. This Agreement shall be governed and construed in
accordance with the laws of the State of Ohio.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
UNIVERSAL DOCUMENT MANAGEMENT
SYSTEMS, INC.
By:___________________________________________
Its:___________________________________________
GROWTH MANAGEMENT ADVISORS, INC.
By:___________________________________________
Xxxxx X. Xxxxx, Chairman
Agreed and Acknowledged:
_____________________________
Xxxxx Xxxxx, individually
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