EXHIBIT 10.7
CONSULTING AGREEMENT
This Agreement, entered into as of _____________________,
1996, acknowledges and confirms the terms of our corporate finance agreement
(the "Agreement") as follows:
1. The Translation Group, Ltd., with its executive offices
located at 0000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (the "Company"),
hereby engages Xxxxxx-Xxxx Securities, Inc. (the "Consultant") and Consultant
hereby agrees to render services to the Company as its corporate finance
consultant, financial advisor and investment banker.
2. During the term of this Agreement.
(a) Consultant shall provide advice to, and consult with,
the Company concerning financial planning, corporate organization and structure,
financial matters in connection with the operation of the business of the
Company, private and public equity and debt financing, acquisitions, mergers and
other similar business combinations and shall review and advise the Company
regarding its overall progress, needs and financial condition. Said advice and
consultation shall be provided by Consultant to the Company in such form, manner
and place as the Company reasonably requests except that Consultant shall
provide such services from its principle place of business during such hours as
may be determined by Consultant.
(b) The services of Consultant are non-exclusive and
subject to paragraph 5 hereof, Consultant may render services of the same or
similar nature, as herein described, to an entity whose business is in
competition with the Company, directly or indirectly.
3. The Company shall pay to Consultant for its consulting
services hereunder the sum of Seventy-Eight Thousand Dollars ($78,000) for the
Term (as defined herein), which amount shall be paid at closing of the Company's
initial public offering ("Closing") pursuant to the Company's registration
statement filed with the Securities and Exchange Commission on Form SB-2, File
No. 333-8857. The Company will also reimburse Consultant, promptly upon receipt
of invoices therefore, for out-of-pocket expenses incurred in connection with
its services hereunder. All expenses in excess of $25.00 shall be approved in
advance by the Company.
4. The term of this Agreement shall be for three years
commencing on the Closing (the "Term").
5. Consultant will not disclose to any other person, firm, or
corporation, nor use for its own benefit, during or after the term of this
Agreement, any trade secrets or other information
designated as confidential by the Company which is acquired by Consultant in the
course of performing services hereunder. (A trade secret is information not
generally known to the trade which gives the Company an advantage over its
competitors. Trade secrets can include, by way of example, products or services
under development, production methods and processes, sources of supply, customer
lists, marketing plans and information concerning the filing or pendency of
patent applications).
6. The Company agrees to indemnify and hold Consultant, its
affiliates, control person, officers, employees and agents (collectively, the
"Indemnified Persons") harmless from and against all losses, claims, damages,
liabilities, costs or expenses (including reasonable attorneys' and accountants'
fees) joint and several arising out of the performance of this Agreement,
whether or not Consultant is a party to such dispute. This indemnity shall not
apply, however, where a court of competent jurisdiction has made a final
determination that Consultant engaged in gross recklessness and/or willful
misconduct in the performance of its services hereunder which gave rise to the
loss, claim, damage, liability, cost or expense sought to be recovered hereunder
(but pending any such final determination, the indemnification and reimbursement
provision of this Agreement shall apply and the Company shall perform its
obligations hereunder to reimburse Consultant for its expenses).
The provisions of this paragraph (6) shall survive the
termination and expiration of this Agreement.
7. This Agreement sets forth the entire understanding of the
parties relating to the subject matter hereof, and supersedes and cancels any
prior communications, understandings, and agreements between the parties. This
Agreement cannot be modified or changed, not can any of its provisions be
waived, except by written agreement signed by all parties.
8. This Agreement shall be governed by the laws of the State
of Florida any dispute arising out of this Agreement shall be adjudicated in the
courts of the State of Florida or in the federal court for the Southern District
of Florida, and the Company hereby agrees that service of process upon it by
registered mail at the address shown in this Agreement shall be deemed adequate
and lawful.
9. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of _______________, 1996.
XXXXXX-XXXX SECURITIES, INC.
By:_________________________
Name: Xxxxxx Xxxx
Title: President
ACCEPTED AND AGREED to this
_____ day of ___________, 1996
THE TRANSLATION GROUP, INC.
By:____________________________
Name: Xxxxxxx X. Xxxxxx
Title: President
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