Exhibit 10.34
AGREEMENT - Xxxxxx X. Xxxxxxx
THIS AGREEMENT is made this first day of September 1997 BETWEEN CARNEGIE
INTERNATIONAL, INC of Baltimore, Maryland, United States of America hereinafter
called "Carnegie" (which shall include its successors in title and assigns) AND
XXXXXX X. XXXXXXX of Saffron Xxxxxx, United Kingdom, hereinafter called "the
Consultant".
WHEREAS:
Carnegie has associated companies hereinafter called "the Associates" which
are engaged in the business of audio text services and related services in
various countries not including the United Kingdom and with clients none of whom
are resident or carrying on business in the United Kingdom, and
Carnegie has requested the Consultant to provide advice and administrative
services related to market research and development, promotional techniques,
sales, technical matters and budgetary controls to the Associates, which the
Consultant has agreed to do
NOW THEREFORE the parties agree as follows:
1. GENERAL NATURE AND EXTENT OF SERVICES
1.1 Services will be advisory and consultative in nature, and the
Associates from time to time will have the sole responsibility
for the implementation of the advice received.
1.2 The services will be rendered from the Consultant's office
through correspondence, telephone, facsimile, e - mail, the
use of computers, periodic visits of Carnegie's and the
Associates' personnel, travel by the Consultant to promote the
interests of the Associates and other means mutually agreed
from time to time.
1.3 The Consultant may engage other firms or persons to assist
in the rendition of services herein or to perform all or any
part of such services.
1.4 In all his services the Consultant will endeavor to provide
technically sound information and the advice of technically
competent personnel. However, the Consultant makes no warranty
as to the accuracy or effectiveness of such information or
advice, or as to the results which may be obtained by Carnegie
for the Associates through the use thereof.
2. TERM
The term of this agreement shall be until 31 December 1998 and
shall automatically be renewed for succeeding one year periods
thereafter, unless either party shall have given written
notice to the other party at least one year before the end of
the then current term of its intention to terminate at the end
of such term.
3. CONSIDERATION
3.1 During the continuance of the service herein Carnegie shall
pay the Consultant as net remuneration without any deduction
and taxes, a monthly fee on the last day of each calendar
month at the basic rate of US$ 200,000 (two hundred thousand
United States dollars) per annum, which shall be deemed to
accrue from day to day.
3.2 The Associates or Carnegie shall reimburse to the Consultant
all traveling, hotel, subsistence entertainment, telephone,
facsimile, e-mail, postage, and other expenses which the
Consultant may from time to time incur in the course of
providing the services herein.
3.3. The Consultant's annual basic fee shall be reviewed every
six months by Carnegie together with the Consultant. Such
reviews shall not consider any reduction to the annual rate.
3.4. In addition to his fee, the Consultant will be paid within
fourteen days of the completion of the
quarterly financial statements of Carnegie's subsidiary
company Talidan Limited, hereinafter called 'Talidan" a bonus
on the net profits of Talidan before taxation and before
management charges from Carnegie or its Associates other than
fees payable to the Consultant, calculated according to the
table in Schedule A hereto. The bonus shall be paid not later
than 45 days after the end of each calendar quarter.
4. ASSIGNMENTS
This agreement may not be assigned, in whole or in part, without the
written consent of both parties.
4. RESTRICTIONS
4.1 Throughout the duration of this Agreement the Consultant shall not
participate in any business which competes with Talidan.
4.2 Except as required in the performance of his services, or as agreed in
writing by Carnegie, the Consultant will not disclose to any third
party any information pertaining to Carnegie or its Associates which
the Consultant is told and should reasonably know is confidential. The
Consultant shall not be prevented from using or disclosing information
which has become general knowledge available to the public through no
default by the Consultant.
4.3 The Consultant agrees to return upon request confidential information
relating to Carnegie or its associates.
4.4 The Consultant shall comply with Carnegie's rules in relations to
dealings in its shares and other securities.
4.5 Unless this Agreement has been terminated by Carnegie, the Consultant
shall not directly or indirectly for a period of six months after the
termination date hold any material interest or position in any business
which is in competition with Talidan.
5. APPLICABLE LAW
This agreement shall be governed and construed in all respects
including validity, interpretation and enforcement, in accordance with
the laws of England.
IN WITNESS whereof this agreement has been signed by or on behalf of the
parties hereto the day and year first before written.
SIGNED for and on behalf of CARNEGIE INTERNATIONAL, INC: in the
presence of
SIGNED By /s/ Xxxxxx X. Xxxxxxx
XXXXXX X XXXXXXX:
in the presence of-
SCHEDULE A
Formula for the calculation of bonuses payable
(in terms of Clause 3.4 hereto)
NET PROFITS BONUS
----------- -----
$ $
up to 1,000,000 Nil
1,000,001 - 1,500,000 2 % of excess over $ 1,000,000
1,500,001 - 5,000,000 $ 10,000 plus 4 % of excess over $ 1,500,000
greater than 5,000,000 $ 150,000 plus 6 % of excess over $ 5,000,000
