EXHIBIT 10.4
The Gorlin Companies
0000 Xxxxxxx Xxxx
Xxxxx 000
Xxxxxx, Xxxxxxx 00000
May 20, 2005
Xx. Xxx Xxxxxxxx
President
Xxxxxxxx Consulting Group, Inc.
0 Xxxxxxxx Xxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Dear Xx. Xxxxxxxx:
The purpose of this letter is to set forth the terms under which Xxxxxxxx
Consulting Group, Inc. (the "Advisor") will provide services to The Gorlin
Companies ("TGC").
1. The term of this agreement shall commence on the date hereof and shall
continue until terminated as provided in paragraph 4 hereof (the "Engagement
Period"). During the Engagement Period, Advisor will assist TGC and its
portfolio companies in (i) determining necessary technology investments in order
to maximize their return on these investments and (ii) assisting TGC's portfolio
companies in the evaluation of the use of IT by biotechnology companies. Advisor
agrees to furnish such time to TGC as Advisor and TGC deem necessary to
accomplish Advisor's obligations hereunder.
2. As full compensation for Advisor's services hereunder, Advisor will be
paid a fee equal to $800 per month plus $200 per hour in excess of five (5)
hours per month for every hour of consulting services provided by Advisor to
TGC.
Advisor shall be entitled to reimbursement of any out-of-pocket expenses
incurred by it in connection with its activities hereunder provided that Advisor
provides TGC with signed vouchers or other satisfactory evidence of the
occurrence of such expenses.
3. Advisor is not authorized to enter into any agreement or commitment on
TGC's behalf and shall have no right, power or authority to do so or to bind TGC
in any way.
4. This Agreement shall be for a term of one (1) year from the date hereof
and shall automatically be renewed for additional one (1) year periods unless
terminated in writing by either party no later than thirty (30) days prior to
the end of the then existing term.
5. All notices and other communications under this Agreement shall be in
writing and deemed to have been duly given if mailed by first class, registered
mail, return receipt requested, postage and registry fees prepaid, and addressed
to either of the parties at the addresses set forth herein, or to such other
address as either party may give to the other under this Agreement.
6. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, successes and assigns. Neither this
Agreement nor any term thereof may be amended, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party against whom
the enforcement of such amendment, waiver, discharge, or termination is sought.
This Agreement comprises the entire agreement and understanding between the
parties hereto and there are no additional agreements or understandings of any
kind either written or oral which relate to the subject matter hereof.
7. This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of New York applicable to contracts made and
to be performed solely within such State. The parties hereto hereby consent to
the exclusive jurisdiction of the courts of the State of New York or the Federal
Courts located in New York City or Nassau County, New York to resolve any
disputes hereunder.
8. If any one or more of the provisions of this Agreement shall be held to
be invalid illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions or any part thereof shall not in any
way be affected or impaired thereby.
9. This Agreement may be executed in counterparts.
If the foregoing correctly sets forth your understanding of the matters set
forth above, would you please signify your agreement thereto by signing a copy
of this letter in the space provided below and returning it to us, whereupon
this letter will become a binding agreement between Advisor and TGC.
Very truly yours,
THE GORLIN COMPANIES
/s/ Xxxxx Xxxxxx
By:________________________
Xxxxx Xxxxxx
President
ACCEPTED AND AGREED THIS
DAY OF MAY 2005
XXXXXXXX CONSULTING GROUP, INC.
/s/ Xxx Xxxxxxxx
By:____________________________________
Xxx Xxxxxxxx
President
