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EXHIBIT 4.14
FINANCIAL ADVISORY AGREEMENT
This Agreement is made on [Closing Date], by and between TEAM
COMMUNICATIONS GROUP, INC., a California corporation having its principal office
at 00000 Xxxxxxxx Xxxx., Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (the
"Company"), and a NATIONAL SECURITIES CORPORATION, having an office at 0000
Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000 ("the Consultant").
In consideration of the mutual premises contained herein and on the terms
and conditions hereinafter set forth, the Company and Consultant agree as
follows:
1. PROVISION OF SERVICES.
(a) Consultant shall, to the extent reasonably required in the
conduct of the business of the Company, place at the disposal of the Company its
judgment and experience and, to such extent and at the prior written request of
the President of the Company to the Consultant's Managing Director of Corporate
Finance, provide business development and corporate finance services to the
Company, including the following:
(i) evaluation of the Company's managerial and financial
requirements;
(ii) assistance in recruiting, screening, evaluating and
recommending key personnel, directors, accountants, commercial and
investment bankers, underwriters, attorneys and other professional
consultants;
(iii) assistance in the preparation of budgets and business
plans;
(iv) advice with regard to sales planning and sales
activities;
(v) advice with regard to stockholder relations and public
relations matters; and
(vi) evaluation of financial requirements and assistance in
financial arrangements.
Notwithstanding the foregoing, Consultant shall not provide services to the
Company hereunder in connection with mergers, acquisitions, consolidations,
joint ventures and similar corporate finance transactions, which transactions
are instead the subject of a certain letter agreement dated this date between
Consultant and the Company.
(b) In addition to the foregoing, for a period of thirty-six (36)
months, the Consultant shall have the option to select an observer designated by
the Consultant and reasonably acceptable to the Company, to receive notice of
and to attend all meetings of the Board of Directors of the Company (the
"Observer"). Such Observer shall have no voting rights, and shall be reimbursed
for all out-of-pocket expenses incurred in attending meetings
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of the Board of Directors. The Company shall hold at least four (4) meetings of
the Board of Directors per year. The Observer will be indemnified by the Company
against any claims arising out of his participation at Board meetings.
Additionally, the Company shall provide the Observer with the same expense
reimbursement and cash allowance in connection with meetings of the Board of
Directors as it provides to non-employee Directors of the Company.
(c) Consultant shall use reasonable efforts in the furnishing of
advice and recommendations, and for this purpose Consultant shall at all times
maintain or keep and make available qualified personnel or a network of
qualified outside professionals for the performance of its obligations under
this Agreement. To the extent reasonably practicable, Consultant shall so use
its own personnel rather than outside professionals.
2. COMPENSATION. In consideration of Consultant's services hereunder,
the Company shall pay Consultant a non-refundable consulting fee of $6,000 per
month, one year in advance on the date hereof (that being the closing date of
the sale of the Company's securities pursuant to a Registration Statement on
Form SB-2 filed with the Securities and Exchange Commission). Consultant hereby
accepts such compensation.
3. EXPENSES. The Company shall reimburse Consultant for reasonable
expenses incurred by Consultant in connection with its services rendered
hereunder. All expenses in excess of $500 shall be approved in writing by the
Company in advance. Consultant shall invoice the Company for its expenses
incurred. Payment of invoices shall be due upon receipt.
4. LIABILITY; INDEMNIFICATION.
(a) It is expressly understood and agreed that, in furnishing the
Company with management advice and other services as herein provided, neither
Consultant nor any of its officers, directors, employees or agents (including
without limitation the Observer) shall be liable to the Company, its
stockholders, its creditors or any other person or entity for errors of judgment
or for any act or omission except willful malfeasance, bad faith or gross
negligence in the performance of its duties hereunder. It is further understood
and agreed that Consultant may rely upon information furnished to it and
reasonably believed by it to be accurate and reliable and that, except as herein
provided, Consultant shall not be liable for any loss suffered by the Company,
or by any officer, director, employee, stockholder or creditor of the Company,
by reason of the Company's action or non-action on the basis of any advice,
recommendation or approval of Consultant or any of its officers, directors,
employees or agents.
(b) The Company shall indemnify, save harmless and defend
Consultant and its officers, directors, employees and agents (including without
limitation the Observer) from, against and in respect of any loss, damage,
liability, judgment, cost or expense whatsoever, including counsel fees,
suffered or incurred by it or him by reason of, or on account of, its status or
activities as a consultant to the Company hereunder (and, in the case of the
Observer, his participation in meetings of the Board of Directors of the
Company).
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(c) Consultant shall indemnify, save harmless and defend the
Company and its officers, directors, employees and agents from, against and in
respect of any loss, damage, liability, judgment, cost or expense whatsoever,
including counsel fees, suffered or incurred by it or him by reason of, or on
account of, willful malfeasance, bad faith or gross negligence in the
performance of Consultant's duties hereunder.
(d) In the event that the Consultant is held liable under this
Section 4, the Consultant's liability is limited to the total compensation
received by Consultant pursuant to Section 2 of this Agreement. In no event
shall Consultant be liable for any incidental or consequential damages to the
Company, its stockholders, creditors or any other person or entity even if
advised of the possibility thereof.
5. STATUS OF CONSULTANT. Consultant shall at all times be an
independent contractor of the Company and, except as expressly provided or
authorized by this Agreement, shall have no authority to act for or represent
the Company.
6. OTHER ACTIVITIES OF CONSULTANT. The Company recognizes that
Consultant now renders and may continue to render management and other services
to other companies which may or may not have policies and conduct activities
similar to those of the Company. Consultant shall be free to render such advice
and other services and the Company hereby consents thereto. Consultant shall not
be required to devote its full time and attention to the performance of its
duties under this Agreement, but shall devote only so much of its time and
attention as Consultant deems reasonable or necessary for such purposes.
7. CONTROL. Nothing contained herein shall be deemed to require the
Company to take any action contrary to its Articles of Association or Memorandum
of Association, or any applicable statute or regulation, or to deprive its Board
of Directors of its responsibility for and control of the conduct of the affairs
of the Company.
8. TERM. Except as provided by Section 1(b) hereof, Consultant's
performance of services hereunder shall be for a term of one year commencing on
the date hereof.
9. IN GENERAL.
(a) This Agreement sets forth the entire agreement and
understanding between the parties with respect to its subject matter and
supersedes all prior discussions, agreements and understandings of every and any
nature between them with respect thereto. This Agreement may not be modified
except in a writing signed by the parties.
(b) This Agreement has been made in the State of New York and
shall be governed by and construed in accordance with the laws thereof without
regard to principles of conflict of laws.
(c) Neither this Agreement nor either party's rights hereunder
shall be assignable by any party hereto without the prior written consent of the
other party hereto.
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(d) This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers or representatives duly authorized on the day and year
first above written.
TEAM COMMUNICATIONS GROUP, INC.
By:______________________________________
Name:
Title:
NATIONAL SECURITIES CORPORATION
By:______________________________________
Name:
Title:
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