EX-10.23.1 - Consulting Agreement as of January 18, 2001 between Eurotech, Ltd.
and Xxxxx Xxxxxxxx, Inc.
CONSULTING AGREEMENT
This Agreement (the "Agreement") is entered into on January 18, 2001 between
Xxxxx Xxxxxxxx, Inc. ("DM") and Eurotech ("Client").
The parties hereto agree as follows:
1. ENGAGEMENT: Client hereby engages DM and DM hereby agrees to hold
itself available to render general strategic consulting services to Client as
set out in the attached outline pursuant to the terms and conditions hereinafter
set forth.
2. TERM. The term of this Agreement shall begin as the execution of
this Agreement and shall continue in force for a term of each year. At the 6
month anniversary date of this Agreement, Client has the option to terminate the
relationship with no further financial requirements. If the option is not
exercised, the Agreement will continue to its fullest term. Upon exercise of the
option, Client shall pay all remaining fees and expenses immediately.
3. COMPENSATION.
a. As compensation for general strategic consulting services
rendered by DM under this Agreement, the Client shall pay
DM an annual fee in the amount of $300,000 which shall be
paid in four (4) equal installments on a quarterly basis.
The first payment is due upon execution of this Agreement
and each subsequent payment shall be made in full on the
quarterly anniversary date.
b. It is agreed that DM is an independent contractor and
accordingly, compensation shall be payable without
deduction, including no deduction for federal income,
social security, or state income taxes.
4. EXPENSES: DM shall be reimbursed by the Client for all reasonable
business expenses which were incurred by DM during the performance of its
services hereunder, provided, any such reimbursement in excess of $1,000 in any
month, shall require the Client's prior approval. The Client's obligation to
reimburse DM pursuant to this subparagraph shall be subject to the presentation
to the Client by DM of an itemized account of such expenditures, together with
supporting vouchers.
5. SCOPE OF SERVICES: DM shall hold itself available to render, and
shall render at the request of the Client from time to time, consulting services
for the Client. It is hereby acknowledged that DM's services shall be
non-exclusive and performed at such places and at such times as are reasonably
convenient to DM. If special or specific assignments are requested of DM by the
Client, the scope of such services and the compensation therefore must be
mutually agreed to by DM and the Client before the commencement of such services
each month.
6. CLIENT'S RESPONSIBILITY: The Client is responsible for the accuracy,
completeness, and propriety of the information it provides to DM concerning the
Client. The Client agrees to indemnify and hold harmless DM, its affiliates and
their respective OFFICERS, DIRECTORS, employees, agents and controlling persons
(collectively, the "Indemnified Parties"), from and against any losses, claims,
damages, liabilities and expenses, joint and several related to or arising in
any manner -out of any services rendered to the Client under this Agreement (the
"Services")
EX-10.23.1 - Consulting Agreement as of January 18, 2001 between Eurotech, Ltd.
and Xxxxx Xxxxxxxx, Inc.
7. GOVERNING LAW: THIS Agreement shall be governed by the laws of the
Commonwealth of Virginia both as to interpretation and performance. IN WITNESS
WHEREOF, the Parties hereto, by their respective and duly authorized officers,
have hereunto set their names as of the date first above written:
Xxxxx Xxxxxxxx 000
Xxxxx Xxxxx Xxxxxx
Xxxxx 000 Xxxxxxxxxx,
XX 00000 Tel: 000-000-0000
By: /s/ Xxxx X. Xxxxxxxx
-----------------------------------
Xxxx X. Xxxxxxxx
Eurotech
00000 Xxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
By: /s/ Xxx X. Xxxxxxxxx
-----------------------------------
Xxx X. Xxxxxxxxx
President and Chief Executive Officer
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EX-10.23.1 - Consulting Agreement as of January 18, 2001 between Eurotech, Ltd.
and Xxxxx Xxxxxxxx, Inc.
Scope Of Services
General representation shall include
1. Development of a Washington strategy to assist in the
approvals required to register Eurotech technology and
products with the US Government, in general, and the
Department of Energy, in particular.
2. This strategy shall incorporate such elements as advice and
counsel on working within the US Government, marketing,
assisting in development of responses to governmental RFPs,
introductions to key policy-makers and such other assistance
as will benefit the company's business development, image,
name recognition and general goodwill:
3. Assistance in the development of promotional material for both
the media and Government.
4. Assistance in identifying potential Advisory Committee members
who can lend their credentials to the reputation of Eurotech
5. General advice, as requested by management, to assist in the
general well-being of the Company.
It is understood that from time to time, management may request advice
on other product lines of the family of companies. It is understood
that DavisManafort will provide general counsel to such requests.
Finally, it is anticipated that DavisManafort may be called upon to
assist in the raising of additional capital from the equity and debt
markets. Beyond general advice, DavisManafort is prepared to assist in
packaging and raising such requirements and it is understood that such
assistance will be incorporated into an additional contractual
relationship.
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