ROBOCOM SYSTEMS INTERNATIONAL INC. EXHIBIT 10.8
CONSULTING AGREEMENT
AGREEMENT made this 16th day of May, 2000 by and between XXXXXXXX X. XXXXX
(the "Consultant"), an individual residing at 0000 Xxxx Xxxxx Xxxx, Xxxxxxx, Xxx
Xxxx 00000, and ROBOCOM SYSTEMS INTERNATIONAL INC. (the "Company"), a New York
corporation with offices located at 000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxx
00000.
WHEREAS, the Company desires to avail itself of and obtain the
Consultant's experience, skill, ability and knowledge with respect to certain
marketing strategy needs of the Company; and
WHEREAS, the Consultant is willing to be engaged by the Company for the
purposes hereinafter more fully set forth;
NOW, THEREFORE, in consideration of the covenants herein, the parties
agree as follows:
1. The Company hereby engages and retains the Consultant to render, and
the Consultant hereby agrees to utilize its best efforts in rendering to the
Company, the consulting services hereinafter described for a period of 12 months
commencing on the date hereof. The provisions of paragraph 8 shall survive the
termination of this agreement.
2. The Consultant's services hereunder shall consist of consulting with
and rendering advice to the Company with respect to the Company's marketing
affairs as the Company may from time to time require during the term of this
Agreement.
3. The Company agrees that the Consultant shall not be prevented or barred
from rendering any services of similar or dissimilar nature for or on behalf of
any person, individual, firm or corporation other than the Company, including
business substantially similar to but not directly competitive with the business
of the Company.
4. In consideration of the Consultant's services hereunder, the Company
shall pay Consultant a retainer fee at the annual amount of $18,000 for
approximately twenty days' services during the term of this Agreement to be
rendered by Consultant under this Agreement. The fees payable to the Consultant
will be paid at a monthly rate of $1,500 less the amount paid by the Company for
health benefits directly provided to the Consultant.
5. The Consultant shall be entitled to reimbursement by the Company of any
and all expenses incurred by the Consultant in performing services requested by
the Company under this Agreement upon presentation of a statement outlining such
expenses. Such expenses may include airfare, lodging and other necessary
expenses.
6. All final decisions with respect to advice or services rendered by the
Consultant hereunder shall be those of the Company, and there shall be no
liability whatsoever on the part of the Consultant to the Company in connection
therewith.
7. 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 both parties.
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8. The Consultant agrees to keep confidential all information obtained
from the Company. The Consultant agrees that neither he nor his employees,
agents or attorneys, if any, will disclose to any other person or entity, or use
for any purpose other than as specified herein, any information pertaining to
the Company or any affiliate thereof which is either non-public, confidential or
proprietary in nature ("Information") which he obtains or is given access to
during the performance of the services provided hereunder. The Consultant also
agrees that only those of his employees, agents and attorneys who have a
need-to-know to perform the services contracted herein and are under an
obligation to maintain the confidentiality of the Information will be given
access to the Information.
9. This Agreement contains the entire agreement of the parties hereto with
respect to the subject matter hereof, and there are no representations or
warranties other than as contained herein. No waiver or modification hereto
shall be valid unless in writing.
10. This Agreement shall be governed, construed and enforced in accordance
with the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed as of the day and year first above written.
/s/ Xxxxxxxx X. Xxxxx
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XXXXXXXX X. XXXXX
ROBOCOM SYSTEMS INTERNATIONAL INC.
By: /s/ Xxxxx Xxxxx
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XXXXX XXXXX, PRESIDENT
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