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EXHIBIT 10.14
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made and entered into
this [12]th day of January, 1997 by and between 800 TRAVEL SYSTEMS, INC.
("Contractor"), a Delaware corporation, and XXXXXX X. XXXXXX ("Consultant"), an
individual resident of the State of Florida.
Background Statement
(A) Immediately prior to this Agreement, Consultant was the President of
the Contractor and, on the date hereof, Consultant tendered his resignation to
the Contractor, which resignation has been accepted. Consultant is the
registered owner of 200,000 shares of Contractor's common stock (together, the
"Shares").
(B) The Contractor wishes to engage the services of Consultant to serve as
an independent contractor and to perform the duties and functions hereinafter
set forth, and Consultant is willing to accept such engagement, all subject to,
and in accordance with, the terms and conditions of this Agreement.
Agreement
FOR AND IN CONSIDERATION of the mutual covenants and agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, the parties
hereto do hereby agree as follows:
1. Nature of Agreement. Contractor hereby retains Consultant to provide
certain consulting services as are assigned to Consultant from time to time by
the President of Contractor (collectively, the "Services"). Contractor hereby
agrees to be retained an independent contractor, and to perform the Services on
the terms and conditions hereinafter set forth.
2. Term. This Agreement shall be effective as of the date hereof and shall
continue for a period of thirty-six (36) consecutive months, unless earlier
terminated in accordance with the provisions of Section 3 hereof.
3. Termination.
(a) Contractor shall have the right (in addition to all other
rights and remedies, howsoever existing) to terminate this Agreement prior to
the end of the term of the Agreement in the event that Consultant (i) shall
breach or violate any term or condition of this Agreement (other than those set
forth in Section 7 below) and the same is not cured within 15 days after
written notice thereof from Contractor to Consultant or (ii) shall breach
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or violate any covenant, term or condition set forth in Section 7 below (in
which event there shall be no cure period).
(b) Upon the occurrence of a breach or default described in
Section 3(a)(ii) above, Consultant shall be deemed to have forfeited
automatically and without further act or notice the Shares in their entirety
and Contractor agrees that, upon such occurrence, he shall surrender to
Contractor for cancellation the certificate or certificates representing the
Shares. Consultant's right to sell, transfer or convey the Shares, or any of
them, prior to the expiration of this Agreement shall require the prior written
consent of Contractor.
(c) The parties agree that, upon the occurrence of a breach or
violation by Consultant under the terms of this Agreement, all rights and
remedies of Contractor shall be cumulative and not elective.
(d) Consultant shall have the right to terminate this Agreement
immediately upon written notice to Contractor in the event that Contractor
fails to comply with any covenant or agreement of Contractor under this
Agreement, and such failure continues for a period of 10 days after written
notice thereof from Consultant to Contractor.
4. Services. Consultant shall commence to provide the Services on the date
hereof. Consultant shall devote its best and most diligent skills, abilities,
and judgment in rendering the Services. The manner in which the Services are to
be performed and the specific hours to be worked by Consultant shall be
determined by Consultant, in its sole discretion.
5. Compensation. Contractor agrees to pay Consultant, and Consultant
agrees to accept from Contractor, in full payment for the Services, a
consulting fee equal to $6,000 per month, payable in advance but deemed earned
ratably on a daily basis (the "Consulting Fees"). Upon termination of this
Agreement, Consulting Fees to be paid under this section shall cease; provided,
however, that Consultant shall be entitled to Consulting Fees for any Services
rendered prior to termination for which Consultant has not received payment.
Contractor agrees to provide Consultant appropriate documentation (e.g.,
Internal Revenue Service Form 1099) to evidence the Consulting Fees paid
pursuant to this Agreement.
6. Support Services. Contractor shall provide at Contractor's expense all
support services required by Consultant to perform the Services while at
Contractor's place of business, including, but not limited to, the following:
(a) office space; (b) telephone; (c) printing and copying facilities; (d)
office supplies; (e) secretarial support; (f) facsimile; and (g) postage and
overnight mailing services.
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7. Nondisclosure; No Wrongful Acts.
(a) Consultant hereby agrees never to use or disclose any Trade
Secrets (defined below) of Contractor during the term of this Agreement and for
so long afterwards as the pertinent information or data shall remain a Trade
Secret, whether or not such Trade Secrets are in written or tangible form,
except as may be authorized in the course of the performance of Consultant's
duties hereunder. Consultant, further, agrees never to use or disclose any
Confidential Information (defined below) of Contractor during the term of this
Agreement and for so long afterwards as the pertinent information or data shall
remain Confidential Information. For purposes hereof, "Trade Secret" shall mean
any information that: (1) derives independent economic value, actual or
potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use, and (2) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy. For purposes
hereof, "Confidential Information shall mean all proprietary information that
is secret and of value to Contractor and that does not for any reason
constitute a Trade Secret (as defined herein).
(b) Wrongful Acts. Consultant agrees that, during the term of this
Agreement, Contractor shall not do or allow to be done any act or event that
adversely affects the reputation, business, affairs, credit, assets,
obligations or liabilities of Contractors.
(c) Upon the request of Contractor at any time, and in any event
upon the expiration or termination of this Agreement, Consultant will deliver
and leave with Contractor all memoranda, notes, records, drawings, manuals or
other documents (including all copies of such materials) pertaining to
Contractor or Consultant's duties or obligations hereunder. Without limitation,
Consultant agrees to leave with Contractor all materials containing or relating
to any Trade Secrets or Confidential Information upon the expiration or
termination of this Agreement.
8. Independent Contractor. During the terms of this Agreement,
Consultant's relationship to Contractor shall be that of an independent
contractor. Contractor shall neither have nor exercise any control or direction
over the methods by which Consultant shall perform the Services. Neither party
intends to establish an employer-employee relationship by means of this
Agreement or by the transactions contemplated by this Agreement, and Contractor
shall not be liable for any taxes, assessments or other fees incurred by or on
behalf of Consultant, including without limitation federal or state withholding
or FICA taxes. Consultant agrees to report, for all applicable income tax
purposes, any payment received by it from Contractor. Consultant shall not be
entitled to participate in any plans, arrangement, or distributions by
Contractor relating to or in any connection with
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any pension, stock, bonus, profit sharing, disability, or any other similar
plan or benefit for Contractor's employees, except as otherwise specifically
provided herein.
9. Insurance. During the term of this Agreement, for the benefit of
Contractor and his spouse, Consultant shall carry and maintain, at Consultant's
expense, the same health and dental insurance, if any, as Contractor from time
to time provides to and for the benefit of its employees.
10. Automobile. During the term hereof, Consultant shall have the right to
use the automobile previously provided by Contractor, all on the same terms and
conditions relating to such
use as were in effect between the parties immediately prior to this
Agreement.
11. Entire Agreement. This Agreement represents the entire agreement
between the parties with respect to the subject matter hereof, and all prior
agreements and negotiations are hereby superseded.
12. Severability. If any part or portion of this Agreement shall be
determined to be invalid, illegal or unenforceable in whole or in part, neither
the validity of the remaining part of such term nor the validity of any other
term of this Agreement shall in any way be affected thereby.
13. Binding Effect; Assignment. This Agreement shall be binding upon the
parties hereto and upon their respective executors, administrators, successors
and assigns; provided, however, the rights ad obligations of the parties to
this Agreement may not be assigned or delegated by a party without the prior
written consent of the other party.
14. Waiver. Failure to insist upon strict compliance with any of the
terms, covenants or conditions hereof shall not be deemed a waiver of such
term, covenant or condition, nor shall any waiver or relinquishment of any
right or power hereunder at any one or more times be deemed a waiver or
relinquishment of such right or power at any other time or times.
15. Amendment. This Agreement may be modified only by a writing signed by
Contractor and Consultant.
16. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed given if delivered personally
or on the third business day after being mailed by certified or registered
mail, postage prepaid, return receipt requested to the parties at the following
addresses, or at such other addresses as the parties may designate by written
notice in the manner aforesaid:
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If to Contractor:
800 Travel Systems, Inc.
0000 Xxxx Xxxxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
If to Consultant:
Xxxxxx X. Xxxxxx
[1300 Gulf Blvd. #000
Xxxxxx Xxxxx Xxxxx, Xxxxxxx 00000]
17. Applicable Law. This Agreement shall be governed by the substantive
laws of the State of Florida, without regard to conflict of laws principles.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
CONSULTANT
800 TRAVEL SYSTEMS, INC.
By:/s/ Xxxxxxx Xxxxx
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Title: [C.O.B.]
CONTRACTOR
/s/ Xxxxxx X. Xxxxxx
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XXXXXX X. XXXXXX
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