LETTER OF AGREEMENT
Exhibit 10.6
0000 Xxxxxxx Xxx. Xxxxx 000 Xxxxxxx, XX 00000 Phone (000) 000-0000 fax (000) 000-0000 xxxxxxxxxxxxx.xxx
LETTER OF AGREEMENT
June 1, 2006
Dear B.K,
This letter serves as our revised agreement (“Revised Agreement”) to provide consulting
services to InferX Corporation (InferX) for the period June 1, 2006, through September 30,
2006, and thereafter as provided in Section 2 below. Except as provided below, this
Revised Agreement amends and replaces the original October 1, 2005 Letter of Agreement (the
“First Agreement”), only to the extent of consulting services provided after May 31, 2006.
1. Scope of Work
In general, The Gallatin Group (Gallatin) will provide lobbying services on necessary DC
issues including setting up meetings with key hill staffers and the administration.
Gallatin will also provide public affairs work primarily in developing beneficial
relationships for the client using appropriate and relevant Gallatin Group relationships.
All the services will be coordinated by Gallatin partner Xxxx Xxxxxx Xxxxxx with the
participation of Xxxxx Xxxxxxx, Xxxxxxx Xxxx and Xxxxx Xxxxx. Other partners or principals
of Gallatin will be available and utilized as required.
2. Period Covered
This agreement commences on June 1, 2006 and extends until September 30, 2006, with the
option of a one year renewal to September 30, 2007, or until either party, with 30 days
written notice, serves notice that it intends to modify or terminate the consulting
relationship.
3. Compensation: Retainer
InferX agrees to pay Gallatin a retainer of $10,000 per month for all services, for which
an amount of Gallatin time equal in value to the retainer will be reserved. . Time
expended for InferX in excess of the base retainer will be billed on an hourly basis, only
after consultation with InferX.
Gallatin will xxxx InferX for expenses at the close of each month. InferX will reimburse
Gallatin for all direct expenses. InferX will also pay Gallatin 3.5% of its total fees for
customary and reasonable internal expenses associated with provision of these services. At
Gallatin’s request, InferX will pay directly for expenses over $1,000.
4. Billing Procedure and Terms
Gallatin will provide InferX with a Summary of Activities and invoice, typically about the
5th day, following each month in which it provides services. (Note: InferX
agrees to pay in 21
days or less from the invoice date, or pay 1% per month interest on unpaid balances of more
than 30 days.
| InferX Corporation / The Gallatin Group Agreement | June 1, 2006 | |
| Page 2 |
5. InferX and X.X Xxxxx individually agree to undergo presentation training as provided by
The Gallatin Group in connection with the consulting services, and further agrees to take
direction regarding its public affairs counsel.
6. Conflicts of Interest
Gallatin declares that it has no conflicts of interest between work it performs for
existing Gallatin clients and the work contemplated by this Agreement. Gallatin agrees it
will consult with InferX before accepting any future work that could pose a conflict of
interest with the interest of InferX covered in this agreement.
8. Accuracy and Indemnification
InferX agrees to indemnify, defend and hold harmless Gallatin from and against any and all
losses, claims, suits, damages, expenses or liabilities that are asserted against Gallatin
based upon information, representations, reports, or data furnished by InferX to the extent
such material is furnished or reviewed by InferX for use by Gallatin.
9. Confidentiality
Gallatin will maintain strict confidentiality concerning information on presentations,
reports or data supplied by InferX for use by Gallatin in the performance of its
responsibilities under this agreement. No information will be released by Gallatin to any
person, except under compulsory process, without express prior approval of InferX.
10. General Provisions
Each of Gallatin and InferX hereby represent and warrant to the other that they have the
power and authority to execute and deliver this agreement.
This agreement will apply to, be binding in all respects upon, and inure to the benefit of
successors and permitted assigns of each of Gallatin and InferX.
The prevailing party in any action or proceeding relating to this agreement shall be
entitled to recover from the non-prevailing parties, reasonable attorneys’ fees and other
costs incurred with or without trial, in bankruptcy or on appeal, in addition to any other
relief to which such prevailing party may be entitled.
This agreement shall be executed in one or more counterparts, each of which shall be deemed
the original, but all of which together may be delivered by facsimile, with the intention
that they shall have the same effect as an original executed counterpart hereof.
| InferX Corporation / The Gallatin Group Agreement | June 1, 2006 | |
| Page 3 |
AGREEMENT to TERMS and CONDITIONS:
| The Gallatin Group | ||||||
| Xxxx Xxxxxxx, President | Date | |||||
| InferX Corporation | ||||||
| X.X. Xxxxx, Chairman & CEO | Date | |||||
