CONSULTING AGREEMENT
This Consulting Agreement is made as of February 1, 1999, by and between
Eltrax Systems, Inc. (the "Company") and Xxxxxxx Xxxxx (the "Consultant").
The parties hereby agree as follows:
1. The Company and Sulcus Hospitality Technologies Corp. ("Sulcus") have
entered into an Agreement and Plan of Merger dated as of November 11, 1998
(the "Merger Agreement"). This Agreement shall be effective as of the
Effective Time (as defined in the Merger Agreement). In the event that the
Merger (as defined in the Merger Agreement) is not completed, this
Agreement shall be null and void.
2. The Company shall engage Consultant on the terms and conditions set forth
herein for a term commencing at the Effective Time through and until
December 31, 2001 (the "Consulting Period"). The consulting engagement
described in this Agreement is not terminable by the Company during the
Consulting Period.
3. During the Consulting Period, the Consultant shall provide the Company with
advice and recommendations concerning various matters respecting the
business of Sulcus; provided, however, that Consultant does not need to
make himself available to the Company for more than two (2) hours per
month. Consultant will be reimbursed for his reasonable business expenses
incurred in connection with services requested to be performed under this
Agreement, subject to appropriate documentation of such expenses in
accordance with Company policy. Consultant will not have to provide
consulting services that would require travel by him more than 30 miles
from his normal place of business. Consultant shall keep all Company
matters confidential.
4. The Company shall pay consulting fees to Consultant during the Consulting
Period, in the amount of One Hundred Dollars ($100.00) per month, in
arrears.
5. The provisions of this Agreement are severable, and if any one or more
provisions may be determined to be illegal or otherwise unenforceable, in
whole or in part, the remaining provisions and any partially unenforceable
provision to the extent enforceable in any jurisdiction shall nevertheless
be binding and enforceable.
6. The rights and obligations of the Company and Consultant under this
Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of the Company and the heirs, estate and personal
representatives of Consultant.
7. Either party's failure to enforce any provision or provisions of this
Agreement shall not in any way be construed as a waiver of any such
provision or provisions as to future violations thereof, nor prevent that
party thereafter from enforcing each and every other provision of this
Agreement. The rights granted the parties herein are cumulative and the
waiver by a party of any single remedy shall not constitute a waiver of
such party's right to assert all other legal remedies available to that
party under the circumstances.
8. This Agreement contains the entire agreement of the parties hereto with
respect to the subject matter hereof. It may not be changed orally but may
be changed only by an agreement in writing signed by both parties.
9. This Agreement shall be interpreted and enforced pursuant to the laws of
the State of Michigan, without regard to the principles of conflicts of
law. The parties hereto consent to the jurisdiction of the courts of the
State of Michigan and to venue within the State of Michigan.
10. Any controversy or claim arising out of or relating to this Agreement, or
the breach thereof, may be settled by arbitration in Southfield, Michigan
in accordance with the commercial arbitration rules of the American
Arbitration Association then pertaining.
ELTRAX SYSTEMS, INC.
By: _______________________
Xxxxxxxx X. Xxxxx, CFO
CONSULTANT
______________________________________
Xxxxxxx Xxxxx
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