REPRESENTATION AGREEMENT
EXHIBIT
10.29
This
document sets forth the essential terms of the Agreement between XXXXXXX
TECHNOLOGIES CORP. (XXXXXXX) and
JEFFERSON
CONSULTING GROUP, LLC (JCG). The
effective date
of
this Agreement shall be March 15, 2006, and will extend through March 14, 2007.
At the completion of the first 90 days, XXXXXXX and JCG will have the ability
to
end the Agreement with a 30-day written notification that the Agreement will
be
terminated. Thereafter, the contract will continue for successive years unless
either party gives thirty (30) days written notice of its desire to terminate
or
modify the Agreement.
Scope
of Services
JCG’s
services will include the following:
•
|
Assisting
with establishing or increasing federal market position and facilitate
opportunity assessment and business
capture.
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•
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Augmenting
business development efforts by positioning, marketing and building
demand
for Gabriel’s products and services with key decision-makers, stakeholders
and outside influencers.
|
•
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Expanding
demand for Gabriel’s products and
services.
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•
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Determining
specific agency business requirements that create opportunities based
on
Gabriel’s discriminators, while assessing competition in the existing
business base.
|
•
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Identifying
and qualifying planned procurements that Xxxxxxx can
pursue.
|
•
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Determining
the best teaming partner or partners to leverage Gabriel’s capabilities to
result in federal sales while receiving the widest possible exposure
and
enhanced branding for Xxxxxxx.
|
•
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Assist
with securing funding for targeted business initiatives or product
development, to include demonstration projects and proof-of-concept
pilot
tests.
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Compensation
(1)
|
For
services to be rendered under this Agreement, XXXXXXX will pay JCG,
in
advance, a fixed monthly retainer, which escalates as
follows:
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a.
|
For
the first three (3) months (March 15 - June 15) -
$7,500.
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b.
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For
the next three (3) months (June 16 - September 15) -
$10,000.
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c.
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As
of six (6) months commencing September 16, 2006 until termination
of this
Agreement - $15,000.
|
Should
the scope of services for XXXXXXX change during the term of this Agreement,
JCG
retains the option to renegotiate the monthly retainer.
(2)
|
In
addition to the fixed monthly retainer, XXXXXXX will reimburse JCG
for all
reasonable expenses and disbursements made in the performance of
its
services under this Agreement. Routine disbursements include travel,
messengers, photocopying, express delivery services, on-line research
charges, and ordinary communications (e.g., telephone, facsimile,
and
postage).
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(3)
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(a)
In addition to the monthly fees described in Paragraphs (1) and (2)
above,
JCG shall be entitled to a success fee for each government contract
awarded to XXXXXXX as a result of the services provided by JCG as
described in the Scope of Services above, the amount of each success
fee
to be determined by the following
formula:
|
a.
|
For
the first three (3) months (March 15 - June 15) - four percent (4%)
of the
total contract amount on any government contract awarded to XXXXXXX.
XXXXXXX will also pay JCG a success fee equivalent to four percent
(4%) of
gross revenues from commercial arrangements XXXXXXX receives due
to the
efforts of JCG.
|
b.
|
For
the next three (3) months (June 16 - September 15) - four percent
(4%) of
the total contract amount on any government contract awarded to XXXXXXX.
XXXXXXX will also pay JCG a success fee equivalent to four percent
(4%) of
gross revenues from commercial arrangements XXXXXXX receives due
to the
efforts of JCG.
|
c.
|
As
of six (6) months commencing September 16, 2006 until termination
of this
Agreement, three percent (3%) of the total contract amount on any
government contract awarded to XXXXXXX. XXXXXXX will also pay JCG
a
success fee equivalent to three percent (3%) of gross revenues from
commercial arrangements XXXXXXX receives due to the efforts of
JCG.
|
For
purposes of the success fee calculation, the contract award shall include all
modifications and extensions made to the contract agreement.
(b)
All
Success Fees shall be paid monthly, but in proportion to the amount of funds
received from the customer for GABRIEL’s work on the contract in question.
XXXXXXX will pay JCG its success fees within thirty (30) days after XXXXXXX
receives payment from the federal government or commercial
customer.
(c)
Projects for which JCG will be eligible for success fees will be identified
and
mutually agreed upon in writing as an attachment to this Agreement. Once listed
in the attachment, JCG will be eligible to receive a success fee when XXXXXXX
enters into a contract, agreement, or any other purchasing arrangement with
the
customer.
(d)
Upon
entering into an agreement for which JCG is eligible to earn success fees,
XXXXXXX shall provide documentation to JCG to enable JCG to reasonably determine
the success fees JCG shall be entitled to earn and when such payments will
be
made to JCG. Such documentation shall be at the discretion of XXXXXXX and could
include providing JCG access to the relevant provisions of GABRIEL’s contract or
agreement with the customer, copies of work orders or billing
documentation.
(e)
XXXXXXX will pay all success fees to JCG from company profits, and not from
funds appropriated by the United States Congress for any federal contract,
grant, loan or cooperative agreement.
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(f)
If
XXXXXXX unilaterally cancels this Agreement, JCG shall be entitled to receive
monthly success fee payments for the life of the federal or commercial contract.
JCG shall also be entitled to a success fee if XXXXXXX is awarded a federal
or
commercial contract within six (6) months of termination of this
Agreement.
(4)
|
An
invoice for the fixed monthly retainer will be submitted thirty (30)
days
prior to the beginning of the month and shall be payable upon receipt.
Expenses or disbursements incurred on behalf of XXXXXXX will be submitted
at the end of each month and shall be payable upon receipt. JCG retains
the right to suspend all work on GABRIEL’s account in the event that any
invoice remains outstanding for a period of more than thirty (30)
days.
JCG reserves the right to charge XXXXXXX a one and one half percent
(1
1/2%) late charge for payments not received within sixty (60) days
of
invoice.
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Miscellaneous
(1)
|
XXXXXXX
will provide sufficient information and materials about its products
and
services to enable JCG to effectively market GABRIEL’s capabilities to the
U.S. Government.
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(2)
|
In
performing this Agreement for XXXXXXX, JCG will conduct itself as
a proper
bona fide marketing agency. In this regard, JCG will not exert improper
influence to solicit or obtain any Government contract, nor is JCG
able to
obtain any Government contract through improper
influence.
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(3)
|
JCG
will maintain accurate records of all time and expenses incurred
on behalf
of XXXXXXX during the term of this Agreement and for one year thereafter.
XXXXXXX may examine such records upon reasonable notice and during
normal
business hours. This does not include JCG salary data, overhead and
other
internal JCG costs or non-billable
expenses.
|
(4)
|
JCG
acknowledges its responsibility, both during and after the term of
this
Agreement, to use all reasonable efforts to preserve the confidentiality
of any proprietary information of XXXXXXX, or data developed by JCG
on
behalf of XXXXXXX, except as required by law. It is understood that
JCG is
not responsible for the acts of XXXXXXX or representations made by
XXXXXXX
upon which JCG relies in providing services under this
Agreement.
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(5)
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If
disputes related to payment of fees or expenses occur and result
in legal
fees or costs for JCG, XXXXXXX will pay legal fees and costs incurred
by
JCG in connection with the collection of fees or
expenses.
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(6)
|
XXXXXXX
agrees that during the term of this Agreement, and for a period of
one
year after its termination, XXXXXXX will not solicit or hire any
employee
of JCG, either directly or indirectly, without written authorization
of
JCG.
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(7)
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This
Agreement represents the entire Agreement of the parties and may
be
amended only in writing signed by all parties. It shall be governed
by,
and construed in accordance with, the laws of the District of
Columbia.
|
If
you
concur with the terms set forth above, please signify your acceptance by signing
and returning this Agreement to JCG.
ACCEPTED:
XXXXXXX
TECHNOLOGIES CORP.
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JEFFERSON
CONSULTING GROUP, LLC
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By:
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By:
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/s/
Xxxx X. Xxxxxxxx
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||
Name:
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Name:
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Xxxx
X. Xxxxxxxx
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Title:
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Title:
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Chief
Operating Officer
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Date:
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Date:
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3/31/06
|
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[Xxxxxxx
Technologies Corp Logo] xxx.xxxxxxxxxxxxxxxxxxx.xxx
October
19, 2006
Xxxx
X.
Xxxxxxxx
Jefferson
Consulting Group
0000
X Xx,
X.X., Xxxxx 000
Xxxxxxxxxx,
XX 00000
Dear
Xxxx:
This
letter shall serve as notice to Jefferson Consulting Group pursuant to the
Representation Agreement dated March 15, 2006 between Jefferson Consulting
Group
and Xxxxxxx Technologies Corp. that Xxxxxxx Technologies Corp. desires to give
30 days notice to terminate the Agreement.
Please
contact me if you have any questions regarding this matter.
Sincerely,
/s/
Xxxxx
X. Xxxxxxxxx
Xxxxx
X.
Xxxxxxxxx
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