EXHIBIT 99.01
CONSULTING AGREEMENT
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THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of July
18, 2001 by and between HMG Worldwide Corporation, a Delaware corporation (the
"Company") and Xxxx Xxxxxxxx, an individual ("Xxxxxxxx").
WITNESSETH THAT:
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WHEREAS, the Company desires to engage Xxxxxxxx as a consultant for advice
regarding the Company's business strategy, organization, business prospects and
growth initiatives; and
WHEREAS, Xxxxxxxx is willing to provide such services to the Company for a fee;
and
WHEREAS, the parties hereto desire to enter into this Agreement upon the terms
and conditions hereinafter set forth, and
WHEREAS, the persons signing below are duly authorized to do so on behalf of
Company and this Agreement is binding upon the Company and Xxxxxxxx.
NOW, THEREFORE, in consideration of the premises and the agreements and other
consideration contained herein, the sufficiency of which is hereby expressly
acknowledged, the parties hereby agree as follows:
1. SERVICES. Xxxxxxxx agrees to provide certain consulting services as
relates to the Company's strategic planning, organizational structure, business
prospects, strategic partnerships, acquisitions and related operational and
growth initiatives as requested and when requested by any of the Chairman of the
Board, Chief Executive Officer or President of the Company from time to time.
2. CONSULTING FEES. The Company hereby engages Xxxxxxxx as its consultant
and shall be responsible for, and shall pay in consideration for, such services
a warrant to purchase One Million Five Hundred Seventy-Five Thousand (1,575,000)
shares of common stock, par value $0.01 per share, of the Company pursuant to
the terms and conditions set forth in that certain Stock Purchase Warrant
Agreement attached hereto as an Exhibit.
3. TERM. The Term of this Agreement shall commence on the date hereof and
continue for a term of one (1) year.
4. NON-EXCLUSIVE. The consultative and advisory services to be rendered
hereunder by Xxxxxxxx shall be on a non-exclusive basis. Xxxxxxxx may render to
the Company similar and/or dissimilar services that the Company may obtain from
any other person, firm or corporation.
5. COSTS AND EXPENSES. The Company shall reimburse Xxxxxxxx for the cost of
all reasonable and necessary out of pocket expenses incurred by Xxxxxxxx in
performing his services hereunder within ten (10) days after billing thereof.
Fees and expenses in excess of $2,000 shall not be incurred prior to the
Company's written approval. The Company shall reimburse Xxxxxxxx for reasonable
legal fees and disbursements incurred in connection with the preparation and
execution hereof, up to a maximum of $10,000.
6. INDEMNIFICATION. The Company will indemnify and hold harmless, Xxxxxxxx,
his employees, agents, and counsel (each an "Indemnified Person") from and
against any and all losses, claims, damages, liabilities, and expenses, joint or
several or both (including all fees of counsel and expenses in connection with
the preparations for or defense of any claim, action or
proceeding), caused by or arising out of an Indemnified Person's action pursuant
to this Agreement, except such losses, claims, damages, liabilities or expenses
as are found in a final judgment of a court of competent jurisdiction to have
resulted from an Indemnified Person's willful misconduct or gross negligence. No
Indemnified Person shall have any liability to the Company as a result of such
claims, damages, or expenses, except for those which a final judgment of a court
of competent jurisdiction determines were incurred as a result of such
Indemnified Person's willful misconduct or gross misconduct. The Company will
promptly notify an Indemnified Person of the assertion against it or any other
person of a claim or the commencement of any action or proceeding relating to
transactions contemplated by this Agreement. The provisions contained herein
relating to indemnification will survive any termination of this Agreement.
7. NO PARTNERSHIP/NO AGENCY. Neither party to this Agreement is the agent,
partner, employee or joint venturer of or with the other. Neither party shall
act as any of the above for or on behalf of the other, nor in any manner assume
or create any financial or other obligation on behalf of the other.
8. SEVERABLITY. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected, impaired or invalidated, and the parties hereto shall use
their best efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.
9. NOTICES. All notices required or given under or in connection with this
Agreement shall be given in writing by addressing the same at the following
addresses:
If to Company: 000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chairman of the Board
If to Xxxx X. Xxxxxxxx: Xxxx X. Xxxxxxxx
000 Xxxxxxxx Xxx., Xxxxx 0000
Xxxxx, Xxxxxxx 00000
(000) 000-0000 (telephone)
(000) 000-0000 (facsimile)
or at such other addresses which one party from time to time may give the other
by written notice and by the mailing of the same by registered or certified mail
(return receipt requested), so addressed, postage prepaid, or by delivery of
same, toll prepaid, to a telegraph or cable company, or by delivery of the same
personally.
10. OBLIGATIONS EXPRESSED. This Agreement contains the entire understanding
of the parties and no other representation, promise or agreement, oral or
otherwise, shall be of any force and effect.
11. MISCELLANEOUS PROVISIONS. The instrument sets forth the entire
agreement between the parties hereto and may not be canceled, altered or amended
except by an instrument in writing duly executed by both of the parties hereto.
No waiver of any breach hereof in any one instance shall be deemed to be a
waiver of any term or condition. This Agreement shall be construed and governed
in accordance with the laws of the State of Florida and the parties agree that
proper venue shall be in Miami Dade County, Florida. The parties
waive trial by jury in the event of any dispute. This Agreement may be executed
in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the
day and year above written. HMG Worldwide Corporation
By:
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Name: Xxxxxxx Xxxx
Title: Chairman of the Board
Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
