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Exhibit 10.25
CONSULTING AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into on the
30th day of May, 2000 by and between TeleCommunication Systems, Inc.
("TCS"), a corporation duly organized and validly existing under the laws of
the State of Maryland and The Xxxxxxx Group, Inc., a corporation duly organized
and validly existing under the laws of the Commonwealth of Virginia
("Consultant").
WITNESSETH:
WHEREAS, on the terms and subject to the conditions set forth
in this Agreement, TeleCommunication Systems, Inc. desires to engage
Consultant, and Consultant desires to be so engaged, to perform certain
services described herein;
NOW THEREFORE, in consideration of the premises hereof and of
the mutual promises and agreements contained herein, the parties intending to
be legally bound hereby agree as follows:
Section 1. Engagement; Scope of Services.
TCS hereby engages Consultant to perform consulting services
relating to business development and strategies identified from time to time by
TCS. These services will be with various telecommunications firms. Consultant
will provide TCS with introductions to key senior executives in the
telecommunication industry to facilitate TCS's business goals and objectives.
This Agreement shall not limit Consultant's ability to perform
consulting services on behalf of any other entities, provided that Consultant
shall not provide any services to any entity or entities whose interests are in
conflict with TCS's interests without prior consent.
Section 2. Duties and Responsibilities of Consultant.
Consultant shall use his discretion in determining the amount
of time and attention required to perform the services described herein and
shall devote such time and attention accordingly.
Section 3. Office.
To facilitate the performance of the services described
herein, TCS shall make available to Consultant from time to time an office in
TCS's office at no charge to consultant.
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Section 4. Compensation.
TCS shall pay to Consultant, for the services performed by
Consultant in accordance with the Agreement during the Term of this Agreement,
the sum of $6,000 per month. Such fees shall be paid by TCS within thirty (30)
days after TCS receives an invoice from Consultant.
Section 5. Expenses.
TCS shall reimburse Consultant for all reasonable
out-of-pocket expenses incurred by Consultant for transportation and meals
incurred in the performance of the services provided hereunder. Expenses
incurred in connection with travel to locations outside the greater Washington,
D.C. area are subject to prior approval by TCS. Requests by Consultant for
reimbursement of any expenses must be accompanied by an itemization of such
expenses in form and substance reasonably acceptable to TCS.
Section 6. Term and Termination.
6.1 Term. The term of this Agreement (the "Term") shall
commence on the date hereof and shall continue for
twelve months, subject to the termination rights set
forth in Section 6.2 hereinbelow. The Agreement may
be extended upon the mutual written agreement of the
parities hereto.
6.2 Termination Rights. This Agreement may be terminated
at any time by TCS only for cause (for purposes of
this Section, the term "cause" shall mean illegal
acts, willful neglect or substantial delay on the
part of Consultant or Consultant's agents, employees,
or in the event that any misrepresentation, warranty,
covenant, or agreement of Consultant contained in
this Agreement shall prove to be materially
inaccurate or breached in whole or in part).
Section 7. Independent Status of Consultant.
This Agreement establishes the rights, duties, and obligations
of TCS and Consultant, and does not create an employer-employee relationship
between TCS and Consultant (or any employees or agents of Consultant).
Consultant acknowledges and agrees that it is an independent contractor of TCS
Section 8. Governing Law and Jurisdiction.
This Agreement shall be governed by, and its terms and
conditions shall be construed, interpreted and enforced in accordance with, the
laws of the State of Maryland.
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Section 9. Binding on Successor, Non-Assignability.
This Agreement shall be binding upon and inure to the benefit
of each of the parties hereto and their respective successors and permitted
assigns.
Section 10. Notices
All notices or other communications required or permitted to
be given hereunder shall be (as elected by the person giving such notice) (a)
personally delivered, (b) transmitted by postage prepaid mail or (c) faxed, to
the parties as follows:
(i) If to TeleCommunication Systems, Inc.:
TeleCommunication Systems, Inc.
000 Xxxx Xxxxxx
Xxxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Attn: Xxxxxxx Xxxx
(ii) If to Consultant:
The Xxxxxxx Group, Inc.
XXX-Xxxxx 000 Xxxx. III
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000-0000
Attn: Xxxxxx X. Xxxxxxx
Phone: (000) 000-0000/(000) 000-0000
Fax: (000) 000-0000
Except as otherwise specified herein, all notices and other communications
shall be deemed to have been given on the date of receipt if delivered
personally, or two (2) days after posting if transmitted by mail or on the date
of confirmation receipt if telefaxed, whichever shall occur first. Any party
hereto may change its address for purposes hereof by written notice to the
other party in accordance with the Section 10.
Section 11. Use of Information.
Any information furnished by TCS to Consultant either before
or after the date of the Agreement by TCS or on TCS's behalf hereunder or in
contemplation hereof (the "Information") shall remain TCS's exclusive property.
Unless such information was previously known to
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Consultant free of any obligation to keep it confidential or has been or is
subsequently made public by TCS or a third party without violation of this
Agreement, such Information shall be kept confidential by consultant for a
period of three (3) years from the date of receipt thereof and may be disclosed
only upon the prior written consent of TCS or upon such terms as may be agreed
upon in writing by the parties.
Section 12. Representations, Warranties, Covenants, and Agreement of
Consultant.
12.1 Representation and Warranties. Consultant hereby
represents and warrants to TCS as follows:
(a) Consultant acknowledges that it is the
written and established policy of TCS to comply fully
with all applicable laws and regulations of the
United States and all jurisdictions in which it does
business, and Consultant warrants and represents that
it will not take any action which would constitute a
violation of any law of any jurisdiction in which it
performs services or of the United States of America.
(b) The execution and performance of this
Agreement by Consultant will not violate, or result
in default under, any agreement, law, statute,
regulation, or other authoritative rule of any
governmental body to which Consultant is a party or
by which Consultant is bound.
12.2 Covenants and Agreements. Consultant hereby
covenants with TCS and agrees that, in performance of
this Agreement, Consultant shall fully comply with
all laws that may be applicable.
Section 13. Prior Agreements.
This Agreement constitutes the entire understanding of the
parties concerning the subject matter hereof, and supersedes all prior
agreements and understandings, whether written, oral or otherwise, between the
parties, and may be altered or amended only in a writing signed by both
parties.
Section 14. Waivers
Except as otherwise expressly provided herein, no purported
waiver by any party of any breach by the other party of its obligations,
representations, warranties, agreements of covenants hereunder shall be
effective unless made in writing, and no failure to pursue or elect any remedy
with respect to any default under or breach of any provision of this Agreement
shall be deemed to be a waiver of any subsequent, similar or different default
or breach.
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Section 15. Survivability.
All provisions of this Agreement which by their nature must
survive termination or expiration of this Agreement to give effect thereto,
including but not limited to Section 6, 9, 11 and 12, shall do so.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first written above.
TELECOMMUNICATION SYSTEMS, INC. THE XXXXXXX GROUP, INC.
By: /s/ Xxxxxxx X. Xxxx Date: May 30, 2000 By: /s/ Xxxxxx X. Xxxxxxx Date: May 30, 2000
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Xxxxxxx X. Xxxx Xxxxxx X. Xxxxxxx
President Managing Director
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