Consulting Services Agreement
THIS Consulting Services Agreement (hereinafter "Agreement") is
entered into on this day of January 2, 2001, between
Springhouse Associates, Inc. (hereinafter "SHA") and Aurora Wireless,
Inc (hereinafter "AWI").
HEREINAFTER, SHA and AWI are referred to collectively as "Parties" and
singularly as "Party"
WHEREAS the Parties desire to set forth the terms and conditions under
which certain consulting services shall be performed
NOW THEREFORE, in consideration of the promises of the mutual covenants
herein, the Parties hereto agree as follows:
SECTION I - Scope of Services
SHA agrees to perform for AWI, beginning immediately on the date this
Agreement is signed by both Parties, corporate advisory services as
mutually agreed upon by the Parties.
SECTION II - Period and Terms of Performance
The period of performance under this Agreement shall begin immediately
and run for a period of 60 months unless otherwise terminated in
accordance with the terms of this Agreement.
In performance of its duties, SHA shall provide AWI with the best of
its judgment and efforts. It is understood and acknowledged by the
Parties that the value of the SHA advice is not measurable in a
quantitative manner, and, as such, SHA shall not be obligated to spend
a specific amount of time providing advisory services concerning the
affairs of AWI, nor shall the compensation described in Section III of
this Agreement be reflective of the expenditure of any specific amount
of time on the part of SHA.
SECTION III - Compensation
As full consideration for the performance of the services described in
Articles I and II, above, AWI shall pay to SHA consideration $48,000
per annum, payable in monthly installments of $4,000, or in such other
manner as the Parties may mutually agree.
SECTION IV - Contractual Relationship
In performing the services under this Agreement, SHA shall operate and
have the status of an independent contractor working as a contracted
financial adviser to AWI under the terms of this Agreement. SHA shall
have the full responsibility for compliance with all applicable state,
local and federal laws and regulations with respect to the payment of
any taxes or other fees that may be related to the compensation
described herein. SHA shall not have the authority to enter into any
contract binding to AWI, or create any obligations on the part of AWI,
except as may be specifically authorized by AWI. AWI and SHA will be
mutually responsible for determining the means and the methods for
performing the services described in this Agreement.
SECTION V - Company Information
Since SHA must, at all times rely upon the accuracy and completeness of
information supplied to him by the AWI officers, directors, employees
and agents, AWI agrees to indemnify and hold harmless SHA, and defend
SHA, at AWI's expense, in any proceeding or suit which may arise out of
and/or due to any inaccuracy or incompleteness of such material
supplied by AWI to SHA.
SECTION VI - Notices
Notices related to this Agreement shall be in writing, and may be
served personally to AWI and to SHA at their respective addresses shown
below, or at such locations as may be selected by either Party upon
written notice to the other Party, or by registered mail to the address
of each Party, or as transmitted by fax as listed below:
Springhouse Associates, Inc.
000 Xxxx Xxxxxx
Xxxxx Xxxxxxx, XX 00000
Fax - 000-000-0000
Aurora Wireless, Inc.
000 Xxx Xxxxx Xxxxxx Xxxx - Xxxxx
0000
Xxxxx, XX 00000
Fax 000-000-0000
SECTION VII - Termination
This Agreement may not be terminated by either Party without the
written consent of the non-terminating Party.
SECTION VIII - Miscellaneous
This Agreement constitutes the entire Agreement between AWI and SHA.
It supersedes any and all prior or contemporaneous communications,
representations or agreements, whether oral or written, with respect to
the subject matter hereof. Any ambiguities arising from the
interpretation of any part of this Agreement shall be interpreted and
inure to the benefit of AWI.
This Agreement is not assignable except with the written permission of
the non-assigning Party. This Agreement has been induced by no
representations, statements, or agreements other than those expressed
herein. No agreements hereafter made between the Parties shall be
binding on either Party unless reduced to writing and signed by an
authorized officer of the Party bound thereby.
This Agreement may be executed in any number of counterparts, and each
counterpart shall be deemed to be an original instrument, but all of
such counterparts taken together shall constitute but one agreement.
Any controversy or claim arising out of or relating to this Agreement,
or the breach thereof, shall be settled in the Court of Common Pleas
County of Xxxxxxxxxx, Pennsylvania, USA and the prevailing Party shall
be entitled to reasonable costs and reasonable attorney's fees from
arbitration or any other civil action. Judgement upon the award
rendered therein may be entered in any Court having jurisdiction
thereof.
Jurisdiction for any legal action is stipulated between the Parties to
lie in the County of Xxxxxxxxxx, Pennsylvania, USA. This Agreement
shall, in all respects, be interpreted and construed, and the rights of
the Parties hereto shall be governed by the laws of the Commonwealth of
Pennsylvania without giving effect to any conflicts of law.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized officers,
AURORA
WIRELESS, INC SPRINGHOUSE ASSOCIATES, INC
Xxxxxxx X. Xxxxxxxxxx Xxx X. Xxxxxxxxxx
Date Signed Date Signed
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