EXHIBIT 6.15
CONSULTING AGREEMENT
This Consulting Agreement (Agreement) is made this 22nd day of July,
and entered into between 1-800-AutoTow Gulf Coast East, Inc. a Florida
corporation ("Company"), and Xxxxx X. Xxxx, ("Consultant").
RECITALS
A. Company is a corporation engaged in the business of providing towing and
other services in the transportation industry. Consultant is an individual
possessing unique management and operating talents of value to the Company.
B. Company desires to engage Consultant and Consultant desires to accept such
engagement, all on the terms and conditions set forth in this Agreement.
C. Company and Consultant each desire to prevent other competitive businesses
from securing Consultant's services and utilizing Consultant's experience,
background, confidential information and inventions as hereinafter set
forth.
AGREEMENT
In consideration of the foregoing recitals and the covenants and
agreements of the parties contained herein, the parties do hereby agree as
follows:
1. Engagement: Company hereby hires Consultant to perform the duties and render
the services hereinafter set forth in Section 2, for a minimum of three months,
commencing with the Company's purchase of the assets of Town `N Country Inc.,
and Consultant hereby accepts said engagement and agrees to perform said
services during the term of this Agreement.
2. Duties: Consultant agrees to render to the Company the services as outlined
in Attachment A.
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3. Compensation: As compensation for his services to be performed hereunder,
Company shall provide Consultant with the following compensation and benefits:
(a) Base Compensation: For all services rendered by Consultant to
Company hereunder, Consultant's base fee shall be $5,000.00
per month, which shall commence the date of acquisition of
Town `N Country, Inc. by 1-800-AutoTow Gulf Coast East, Inc.
4. Termination: This Agreement and Consultant's engagement are subject to
immediate termination at any time as follows:
(a) Death: This Agreement shall terminate immediately upon
Consultant's death, in which event the Company's only
obligation shall be payment of all compensation due Consultant
for services rendered by Consultant prior to the date of his
death to Consultant's estate or beneficiary.
(b) Disability: The Company may terminate Consultant's engagement
in the event that Consultant is disabled from performing all
assigned duties under this Agreement due to illness or injury
for a period in excess of three (3) consecutive months, in
which event the Company's only obligation shall be to pay all
compensation due Consultant for services rendered by
Consultant prior to the date of his termination.
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(c) Termination of Engagement With Cause: The Company may
terminate Consultant's engagement immediately upon written
notice to Consultant in the event Consultant (1) is convicted
of a felony by a court of competent jurisdiction; (2) commits
any gross misconduct, willful breach, or habitual neglect of
his duties; (3) willfully violates any policy or procedure of
the Company that causes a material adverse effect on the
Company; or (4) uses illegal or controlled substances. In any
event, the Company's sole obligation to Consultant shall be
payment of all compensation due Consultant for services
rendered by Consultant prior to notice of termination under
this subsection. The Company shall give thirty (30) days
notice to cure any conduct set forth herein unless the Board
of Directors, in its sole discretion, determines that a cure
is not deemed possible or appropriate.
(d) Company's Sole Obligation: In the event of any termination
pursuant to this Section, the payment of the amounts set forth
in subsections (a) through (e) above as applicable constitute
the sole obligations of the Company and are in lieu of any
damages or other compensation that Consultant may claim in
connection with engagement with the Company.
(e) Return of Company Property: Upon termination of engagement for
any reason, Consultant shall immediately return to the Company
without condition all files, records, keys, and other property
of the Company.
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5. Confidentiality: Consultant acknowledges and agrees that Consultant has been
entrusted with trade secrets and proprietary information regarding the products,
processes, methods of manufacture and delivery, know-how, designs, formula, work
in progress, research and development, computer software and data bases,
copyrights, trademarks, patents, marketing techniques, and future business
plans, as well as customer lists and information concerning the identity, needs,
and desires of actual and potential customers of the Company and its
subsidiaries, joint ventures, partners, and other affiliated persons and
entities ("Confidential Information"), all of which derive significant economic
value from not being generally known to others outside the Company.
(a) During the entire term of Consultant's engagement with the
Company, and for two (2) years thereafter, Consultant shall
not disclose or exploit any Confidential Information except as
necessary in the performance of Consultant's duties under this
Agreement or with the Company's express written consent.
(b) Consultant acknowledges and agrees that any violation of this
Section would cause immediate irreparable damage to the
Company, and that it shall be extremely difficult or
impossible to determine the amount of damage caused to the
Company. Consultant therefore consents to the issuance of a
temporary restraining order, preliminary and permanent
injunction, and other appropriate relief to restrain any
actual or threatened violation of this Section, without
limiting any other remedies the Company may have. Consultant
agrees to the sole and exclusive jurisdiction of the Circuit
Court for Palm Beach County, Florida should any dispute arise
out of the engagement relationship as defined herein.
6. Non-Competition: Will be covered under an addendum to the purchase agreement
between Town `N Country, Inc., and 1-800-AutoTow Gulf Coast East, Inc.
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7. Conflict of Interest: During the term of this Agreement, Consultant shall
devote Consultant's full working time, ability, and attention to the business of
the Company, and shall not accept other engagement or engage in any other
outside business activity which interferes with the performance of Consultant's
duties and responsibilities under this Agreement or which involves actual or
potential competition with the business of the Company, except with the express
written consent of the Company.
8. Notices: All notices and other communications under this Agreement shall be
in writing and shall be delivered personally or mailed by registered mail,
return receipt requested and shall be deemed given when so delivered or mailed,
to a party at such address as a party may, from time to time, designate in
writing to the other party. The initial addresses for notices are as follows:
Company: 1-800-AutoTow Gulf Coast East, Inc.
0000 X. Xxxxxxxx Xxx., Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Consultant: Xxxxx X. Xxxx
0000 X. Xxxxxxxxxxxx Xxx.
Xxxxx, XX 00000
9. Severability: In the event any provision of this Agreement is void or
unenforceable, the remaining provisions shall continue in full force and effect.
10. Waiver: No waiver of any breach of this Agreement shall constitute a waiver
of any subsequent breach.
11. Applicable Law: This Agreement shall be construed according to the laws of
the State of Florida. In the event action be brought to enforce any provisions
of this Agreement in the Circuit Court for Palm Beach County, the prevailing
party shall be entitled to reasonable attorneys' fees as fixed by the court.
12. Headings: The paragraph and subparagraph headings herein are for convenience
only and shall not affect the construction hereof.
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13. Miscellaneous:
(a) The Consultant acknowledges and agrees that the Company's
remedy at law for any breach of any of his obligations
hereunder would be inadequate, and agrees and consents that
temporary and permanent injunctive relief may be granted in
any proceeding that may be brought to enforce any provision of
this Agreement without the necessity of proof of actual damage
and without any bond or other security being required. Such
remedies shall not be exclusive and shall be in addition to
any other remedy, which the Company may have.
(j) This Agreement constitutes the entire Agreement between the
parties regarding the above matters, and each party
acknowledges that there are no other written or verbal
Agreements or understandings relating to such subject matter
between the Consultant and the Company or between the
Consultant and any other individuals or entities other than
those set forth herein. No amendment to this Agreement shall
be effective unless it is in writing and signed by both the
parties hereto. All prior written or oral agreements
concerning the relationship between the Company and the
Consultant are merged in this agreement and are of no legal
effect.
(k) This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original
for all purposes hereof.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on
this 22nd day of July, 1999.
1-800-AutoTow Gulf Coast East, Inc. "Consultant"
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxx
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Xxxxxx X. Xxxxxxx Xxxxx X. Xxxx
Treasurer Consultant
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