EXHIBIT 10(L) Consulting and Marketing Agreement dated as of January 1, 1995
between Navtech Systems Support INC. and Xxx Xxxxxxx and Associates INC.
CONSULTING AND MARKETING AGREEMENT
CONSULTING AND MARKETING AGREEMENT ("Agreement") made as of January
1st, 1995, between NAVTECH SYSTEMS SUPPORT INC., a company incorporated under
the laws of the Province of Ontario, with offices at 000 Xxxxxxxx Xxxxx, Xxxx
X0, Xxxxxxxx, Xxxxxxx X0X SV4 ("Support"), AND XXX XXXXXXX & ASSOCIATES, INC., a
company incorporated under the laws of the Province of Ontario, with offices at
000 Xxxxxxxx Xxxxx, Xxxx X0, Xxxxxxxx, Xxxxxxx, Xxxxxx X0X SV4 (the
"Representative").
Support desires to engage the Representative to perform certain
consulting and marketing services, and the Representative desires to perform
such services, on the terms and conditions hereinafter set forth.
1. ENGAGEMENT: TERM
1.1 Support hereby engages the Representative to perform, and the
Representative hereby agrees to perform, certain consulting and marketing
services on behalf of Support, on the terms and conditions of this Agreement,
for a period commencing on the date hereof and ending at the close of business
on the date set forth on Exhibit A attached hereto (the "Engagement Period"),
unless terminated sooner as set forth in paragraph 8 hereof.
2. DUTIES AND SERVICES
2.1 During the Engagement Period, the Representative shall provide
those certain consulting and marketing services to Support set forth on Exhibit
B attached hereto (the "Services"). The Representative agrees to devote such
time and effort, and assign such resources as set forth on Exhibit B, as is
required to perform the Services hereunder. All Services required hereunder
shall be performed to the best of the Representative's abilities and to
Support's satisfaction, and shall be of the highest professional standards. In
providing Services hereunder, the Representative shall be subject to the
direction of the President of Support or his designee. The Representative
acknowledges and agrees that its engagement hereunder is on a non-exclusive
basis. Accordingly, Support may offer its services and products through its own
employees and may engage and utilize other independent contractors to
provide consulting and marketing services on its behalf.
3. COMPENSATION
3.1 As sole compensation (the "Compensation") for the
Representative's Services during the Engagement Period and in consideration of
the Representative's representations, warranties and covenants herein, Support
shall pay to the Representative a certain sum in accordance with the
Compensation schedule set forth on Exhibit C attached hereto, subject to the
provisions of this paragraph 3.
3.2 In the event that any of the Compensation involves the payment
of a commission ("Commission") to the Representative, such Commission shall be
based on "Representative-Marketing Net Receipts" to Support, which term shall
mean monies actually received by Support from customers from the provision of
services or the licensing of technology, provided that such services or
licensing agreement or arrangement with Support (the "Business Agreement")
resulted solely and directly from the Representative's marketing efforts
performed on or after the date hereof on behalf of Support.
3.3 In the event that any of the Compensation involves the payment
of a finder's fee ("Finder's Fee") to the Representative, such Finder's Fee
shall be based on "Representative-Introduction Net Receipts" to Support, which
term shall mean monies actually received by Support from customers from the
provision of services or the licensing of technology, provided that Support's
initial business meeting with the customer (the "Initial Business Meeting")
resulted solely and directly from the Representative's efforts performed on or
after the date hereof on behalf of Support.
3.4 For purposes hereof, "Representative-Marketing Net Receipts"
and "Representative-Introduction Net Receipts" shall be referred to collectively
as "Representative-Initiated Net Receipts". "Representative-Initiated Net
Receipts" shall be net of all charges incidental to the provision of services or
the licensing of technology, including, without limitation, discounts, returns,
claims, allowances, taxes (other than income taxes), telecommunications
equipment, computer hardware, line and usage charges, shipping and insurance
charges and travel expenses associated with contract performance, if any. No
amounts payable to Support pursuant to Business Agreements in place on or prior
to the date hereof shall be included within "Representative-Initiated Net
Receipts". In addition, (a) no Commissions shall be payable under this Agreement
with respect to a particular
customer unless the Business Agreement is entered into during the Engagement
Period, (b) no Finder's Fee shall be payable under this Agreement with respect
to a particular customer unless the Initial Business Meeting is held, and the
Business Agreement is entered into, during the Engagement Period and (c) no
Finder's Fee shall be payable under this Agreement with respect to a particular
customer if a Commission is payable with respect thereto.
3.5 Commissions and Finder's Fees shall be payable on or before
the last day of the month following the month in which Support receives payment
from its customer. If any service fee or licensing royalty becomes subject to
price renegotiation, the Commission and Finder's Fee will be based upon the
final renegotiated price, and Support and the Representative agree that any
adjustment of the Commission or Finder's Fee earned shall be made within sixty
(60) days of the final renegotiated price determination, whether or not the
Commission or Finder's Fee was previously paid or this Agreement terminates
prior to the final renegotiated price determination. Support shall furnish the
Representative with a statement showing the computation of Commissions and
Finder's Fees paid at the time of payment of each month's Commission and
Finder's Fee.
3.6 Support shall have the right to offset certain obligations of
the Representative to Support against Compensation otherwise payable to the
Representative hereunder, as set forth on Exhibit C.
3.7 Notwithstanding the foregoing, in the event, as of any
Compensation payment date, there is then payable by the Representative to
Support any amount relating to any obligation other than those referred to in
paragraph 3.6 hereof, Support shall have the right to offset against any
Compensation otherwise pavable to the Representative the amount of such
obligation.
3.8 Nothing contained herein shall require Support to consent or
agree to any particular transaction with any existing or potential customer and
Support shall have the right, in its sole discretion, to reject any and all
proposals and transactions, and to refuse to initially meet with or negotiate,
and/or terminate discussions or negotiations, at any time regardless of the
terms thereof. In such event, the Representative shall not be entitled to any
Commission or Finder's Fee with regard to the proposed transaction.
4. REPRESENTATIONS AND WARRANTIES_OF THE REPRESENTATIVE
4.1 The Representative represents and warrants to Support that (a)
the Representative has received all corporate authorizations and other
authorizations, permits and licenses necessary to enter into this Agreement and
perform its duties and obligations hereunder, (b) each employee furnished by the
Representative hereunder shall be qualified to perform the Services specified
herein, (c) all Services performed by the Representative under this Agreement
shall be perforrned in a professional and highly skilled manner and (d) no
employees of the Representative are under any physical or mental disability that
would hinder their performance under this Agreement. In addition, the
Representative hereby represents and warrants to Support that neither the
execution of this Agreement nor its performance hereunder will (a) violate,
conflict with or result in a breach of any provision of, or constitute a default
(or an event which, with notice or lapse of time or both, would constitute a
default) under. the terms, conditions or provisions of any contract, agreement
or other instrument or obligation to which the Representative or any of its
employees is a party, or by which any of them may be bound, or (b) violate any
order, judgment, writ, injunction or decree applicable to the Representative or
any employee.
4.2 In the event of a breach of paragraph 4.1, in addition to
Support's right to terminate this Agreement, the Representative shall indemnify
Support and hold it harmless from and against any and all claims, losses,
liabilities and expenses (including legal fees) incurred or suffered in
connection with or as a result of Support's entering into this Agreement or
engaging the Representative hereunder.
4.3 Support represents and warrants to the Representative that
neither the execution of this Agreement nor its performance hereunder will (a)
violate, conflict with or result in a breach of any provision of, or constitute
a default (or an event which, with notice or lapse of time or both, would
constitute a default) under the terms, conditions or provisions of any contract,
agreement or other instrument or obligation to which Support is a party, or by
which it is bound or (b) violate any order, judgment, writ, injunction or decree
applicable to Support.
4.4 In the event of a breach of paragraph 4.3, in addition to the
Representative's right to terminate this Agreement, Support shall
indemnify the Representative and hold it harmless from and against any and all
claims, losses, liabilities and expenses (including legal fees) incurred or
suffered in connection with or as a result of the Representative entering into
this Agreement.
5. OUALIFICATIONS OF REPRESENTATIVE'S EMPLOYEES
5.1 (a) At no cost to Support, the Representative will recruit,
interview, test, select, hire and train its employees assigned to perform
Services for Support. The Representative shall have the sole responsibility with
regard to the counseling, discipline, review, evaluation, determination of
payroll rates, and termination of employment of its employees assigned pursuant
to this Agreement.
(b) Notwithstanding the foregoing, Support shall have the
right to review the qualifications of the Representative's employees who are
assigned to perform the Services hereunder. In addition, Support shall have the
right to reject or release, without charge, in its sole discretion, at any time
during this Agreement, any employee of the Representative assigned to provide
Services, either by an initial screening of qualifications or for performance
considered unsatisfactory by Support. Where an employee of the Representative is
rejected or released by Support, the Representative agrees to replace the
employee without interruption in Service to Support. Upon notice of rejection or
release of an employee of the Representative, Support shall no longer be
responsible to the Representative for further Services of that employee. An
employee of the Representative who was rejected or released by Support will not
be assigned by the Representative to provide another aspect of the Services for
Support without the prior written consent of Support. Neither the reservation
to, nor the exercise of, the aforementioned rights by Support will create an
employer-employee relationship between the Representative's employees and
Support. The Representative agrees that, once an employee has commenced work on
an assignment, that employee will not be removed from the assignment without the
prior written consent of Support (such consent not to be unreasonably withheld),
except in the case in which the employee is removed from an assignment because
of the termination of his employment with the Representative.
6. RESTRICTIVE COVENANT
6.1 In consideration for the Compensation to be received hereunder
by the Representative and in view of (a) the unique and valuable services it is
expected that the Representative will render and (b) the knowledge of the
Representative and the Key Employee (as identified on Exhibit D) of the
business, services, customers, trade secrets, and other proprietary information
relating to the business of Support, and its customers and suppliers, that it is
expected the Representative and the Key Employee will obtain, the Representative
and the Key Employee, respectively, agree that neither it nor he will, during
the Engagement Period, or if this Agreement is terminated prior to the
expiration date thereof for any reason, for a period of one (1) year thereafter,
without the prior written approval of Support, directly or indirectly, anywhere
in the world, whether individually or as a principal, officer, employee,
partner, director, representative or agent of or consultant for any entity, do
any of the following:
(i) engage or participate in the ownership, management, operation
or control of, or otherwise be connected with, a business which is similar to or
competitive with, directly or indirectly, that engaged in by Support at any time
during the Engagement Period and shall not make any investments in any such
similar or competitive entity (except that the foregoing shall not restrict the
Representative from owning not more than five percent (5%) of the outstanding
Common Stock of any corporation, the Common Stock of which is listed on a
national securities exchange or NASDAQ);
(ii) cause or seek to persuade any director, officer, employee,
customer, subscriber, account, agent or supplier of Support to discontinue the
status, employment or relationship of such person or entity with Support, or to
become employed in any activity similar to or competitive with the activities of
Support;
(iii) cause or seek to persuade any prospective customer,
subscriber or account of Support to determine not to enter into a business
relationship with Company;
(iv) hire or retain any director, officer or employee of Support;
or
(v) solicit or cause or authorize to be solicited, for or on behalf of it
or he or any third party, any business which is competitive, directly or
indirectly, with Support from (a) others who are, at any time during the
Engagement Period, customers, subscribers or accounts of Support, or (b) any
prospective customer, subscriber or account of Support which at the date of
expiration or termination of the Engagement Period was then actively being
solicited by Support.
6.2 (a) The Representative represents that it has been informed
that it is the policy of Support to maintain as secret all confidential
information relating to Support, including, without limitation, any and all
knowledge or information with respect to secret or confidential methods,
processes, plans, materials, customer lists or data, or with respect to any
other confidential or secret aspect of Support's activities, and further
acknowledges that such confidential information is of great value to Support.
The Representative recognizes that, by reason of its engagement by Support, it
has acquired and will acquire confidential information as aforesaid. The
Representative confirms that it is reasonably necessary to protect Support's
goodwill, and, accordingly, hereby agrees that it will not, directly or
indirectly (except where authorized by the Board of Directors of Support for the
benefit of Support), at any time during the term of this Agreement or thereafter
divulge to any person, firm or other entity, or use, or cause or authorize any
person, firm or other entity to use, any such confidential information.
(b) The Representative agrees that it will not, at any time,
remove from Support's premises any drawings, notebooks, data or other
confidential information relating to the business and procedures heretofore or
hereafter acquired, developed and/or used by Support, except where necessary in
the fulfillment of its duties hereunder.
(c) The Representative agrees that, upon the expiration or
termination of this Agreement for any reason whatsoever, it shall promptly
deliver to Support any and all drawings, notebooks, data and other documents and
material, including all copies thereof, in its possession or under its control
relating to any confidential information or discoveries, or which is otherwise
the property of Support.
(d) For purposes hereof, the term "confidential information" shall
mean all information given to the Representative, directly or indirectly, by
Support and all other inforrnation relating to Support otherwise acquired by the
Representative during the course of its engagement by Support, other than
information which (i) was in the public domain at the
time furnished to, or acquired by, the Representative, or (ii) thereafter enters
the public domain other than through disclosure, directly or indirectly, by the
Representative or others in violation of an agreement of confidentiality or
nondisclosure.
6.3 For purposes of this Paragraph 6, the term "Support" shall
mean and include any and all subsidiaries, parents and affiliated entities of
Support in existence from time to time (collectively, "Affiliates") including,
without limitation1 Compuflight, Inc. and all subsidiaries, parents and
affiliated entities of Compuflight, Inc. in existence from time to time.
7. INDEPENDENT CONTRACTOR: INDERNNIFICATION
7.1 The Representative shall perform the specifled Services as an
independent representative, and nothing contained in this Agreement shall be
construed to create or imply a joint venture, partnership, or employment
relationship between Support and the Representative or between Support and the
employees of the Representative. Without express written authorization from
Support, the Representative shall not take any action or permit any action to be
taken on its behalf which purports to be done in the name of or on behalf of
Support and shall have no power or authority to bind Support or to assume or
create any obligation or responsibility, express or implied, on Support's behalf
or in its name, nor shall the Representative represent to anyone that it has
such power or authority. Neither the Representative nor any of its employees
shall, in any sense, be considered employees of Support, nor shall the
Representative or any of its employees be eligible or entitled to any benefits,
perquisites or privileges given or extended to Support's employees. No oral
representations by employees of Support shall have the effect of overriding this
Agreement.
7.2 The Representative shall make provision for the payment of
those employees who provide Services to Support and will provide for the
maintaining of all necessary payroll and personnel records, the computation of
wages, and the withholding of applicable taxes and any other payments required
by law for such employees.
7.3 The Representative agrees to indemnify and hold harmless
Support and its officers, directors and employees from and against any and all
claims, losses, liabilities, expenses and costs (including, without limitation,
legal fees) which they or any of them may suffer or become liable
for as a result of, or in connection with, any representation, express or
implied, of the Representative that it has any authority to bind Support to any
agreement or obligation with any third party or which arise by reason of the
Representative or its employees being considered agents, representatives or
employees of Support, including liability for notice of termination or severance
pay, statutory or otherwise. If a competent governmental authority should assert
that Support is responsible for making any source deductions for employees of
the Representative, then Support shall be entitled to commence making any source
deductions from any amounts then payable by Support to the Representative
hereunder. Further, if a competent governmental authority asserts that Support
is retroactively responsible for any of such deductions or other payments that
should have been made but were not made, Support shall be entitled to make such
payments retroactively and to deduct an amount equal to such payments, together
with any and all costs and expenses (including, without limitation, legal fees)
incurred by Support related to such assertions or deductions, from any amounts
then payable by Support to the Representative hereunder. To the extent that such
amounts are not recoverable by Support by way of set-off as aforesaid, the
Representative will promptly indemnify Support for such amounts following
receipt of written demand for the same from Support.
7.4 The provisions of this Paragraph 7 shall apply to Support's
Affiliates in the same manner as they apply to Support.
8. TERMINATION
8.1 Notwithstanding anything herein contained, at any time prior
to the end of the Engagement Period, Support shall have the right to immediately
terminate this Agreement for "cause". As used in this Agreement, "cause" shall
include, but not necessarily be limited to, (a) the Representative's commission
of any act in the performance of its duties constituting common law fraud, a
felony or other gross malfeasance of duty, (b) any material misrepresentation or
breach of any covenant on the Representative's part herein set forth, (c) the
Representative's engagement in misconduct which is materially injurious to
Support or its Affiliates, (d) the dissolution, termination of existence,
discontinuance of business, insolvency or business failure of the
Representative, the appointment of a receiver of any part of the
Representative's property, an assignment for the benefit of the Representative's
creditors or the commencement of any proceedings under
any bankruptcy, reorganization or arrangement laws by or against the
Representative, (e) the death of the Key Employee, (f) the cessation of
employment of the Key Employee with the Representative, (g) the mental or
physical incapacity of the Key Employee to provide Services on behalf of the
Representative for a continuous period of six (6) months or for at least one
hundred fifty (150) business days during any one (1) year period, or (h)
Representative-Initiated Net Receipts for the initial or any successive twelve
(12) month period of this Agreement ("Contract Year") do not exceed the amount
set forth on Exhibit E attached hereto.
9. INJUNCTIVE RELIEF
9.1 The Representative acknowledges and agrees that, in the event
it shall violate any of the restrictions of Paragraph 6 or 7 hereof, Support
will be without an adequate remedy at law. and will therefore be entitled to
enforce such restrictions by temporary or permanent injunctive or mandatory
relief in any court of competent jurisdiction without the necessity of proving
damages and without prejudice to any other remedies which it may have at law or
in equity. No bond or other security shall be required to be posted by Support
in connection therewith.
10. NOTICES
10.1 Any notice required or permitted to be given pursuant to this
Agreement shall be deemed to have been duly given when delivered by hand or sent
by certifled or registered mail, return receipt requested and postage prepaid,
overnight mail or courier, or telecopier to each party at its address set forth
above, or at such other address as any party shall designate by notice to the
other party given in accordance with this Paragraph 10.
11. GOVERNING LAW
11.1 This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the Province of Ontario applicable to
agreements made and to be performed entirely in Ontario.
12. WAIVER OF BREACH: PARTIAL INVALIDITY
12.1 The waiver by either party of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach. If any provision, or part thereof, of this Agreement shall be held to be
invalid or unenforceable, such invalidity or unenforceability shall attach only
to such provision and not in any way affect or render invalid or unenforceable
any other provisions of this Agreement, and this
Agreement shall be carried out as if such invalid or unenforceable provision, or
part thereof, had been reformed, and any court of competent jurisdiction is
authorized to so reform such invalid or unenforceable provision, or part
thereof, so that it would be valid, legal and enforceable to the fullest extent
permitted by applicable law.
13. THIRD PARTY BENEFICIARIES
13.1 All Affiliates of Support, including, without limitation,
Compuflight, are intended third party beneficiaries of this Agreement.
14. ENTIRE AGREEMENT
14.1 This Agreement and the exhibits hereto constitute the entire
agreement between the parties and there are no representations, warranties or
commitments except as set forth herein. This Agreement supersedes all prior
agreements, understandings, negotiations and discussions, whether written or
oral, of the parties hereto relating to the matters covered by this Agreement.
This Agreement may be amended only by a writing executed by the parties hereto.
15. BINDING AGREEMENT: NO ASSIGNMENT
15.1 This Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the parties hereto; provided, however,
that the obligations of tbe Representative under this Agreement shall not be
delegated without the prior written consent of Support.
16. CANADIAN DOLLARS
16.1 Except as expressly set forth herein or in an exhibit hereto,
all dollar amounts expressed herein are Canadian dollars.
17. COUNTERPARTS
17.1 This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument.
18. FACSIMILE SIGNATURES
18.1 Signatures transmitted by facsimile transmission shall be
deemed original signatures.
19. HEADINGS
19.1 The headings in this Agreement are solely for convenience of
reference and shall be given no effect in the construction or interpretation of
this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement
as of the date first above written.
NAVTECH SYSTEMS SUPPORT INC.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
XXX XXXXXXX & ASSOCIATES, INC.
By: /s/ R. F. English
---------------------
Xxxxxxx X. English, President
AS TO PARAGRAPH 6 ONLY
/s/ R. F. English
-----------------
XXXXXXX X. ENGLISH , Individually
Witnessed
/s/ Xxxxxx X. Xxxxxxxxx
-----------------------
Secretary
EXHIBIT A
The fifth anniversary of the date of the Agreement.
EXHIBIT B
1. DESCRIPTION OF SERVICES.
During the Engagement Period, the Representative shall perform the
following consulting and marketing Services for Support and, at the request of
Support, for Compuflight, Inc. and the respective subsidiaries, parents and
affiliates of Support and Compuflight (collectively "Affiliates"):
(a) Developing and implementing a marketing program for the services
and products of Support, Compuflight and Affiliates to customers and potential
customers, including, without limitation, Delta Airlines ("Delta"), Federal
Express ("Federal") and Transquest.
(b) Making introductions to, or otherwise initiating and expanding
service, licensing and sales relationships with, new customers and existing
customers, respectively;
(c) Other consulting and marketing services as requested by Support,
Compuflight or Affiliates. Without limiting the generality of the foregoing,
during period from June 1st 1995 through August 31st 1995, the Representative
shall provide the following specific services with regard to Delta, Federal and
Transquest (the "Initial Services"):
(a) Assess the current business situation with Delta and Transquest as
regards Nextplan.
(b) Perform a total account review for Phase One and establish ground
rules for Phase Two.
(c) Establish account management presence in Delta.
(d) Assess and develop a proposal for the joint marketing of Support
services with Delta for the Contract Carrier Program.
(e) Identify new business opportunities in the Transquest project.
(f) Enhance the reputation of Support with Transquest.
(g) Prepare a business plan for the purpose of relationship management
with Delta/Transquest.
(h) Prepare a sales plan for Federal and develop a partnering
relationship with SSDS.
(i) Outline the structure for a consultive selling organization.
(j) Test the concept of consultive selling.
(k) Obtain Delta's commitment to Support to add three to five Support
employees to the Nextplan contract.
2. PROVISION OF SERVICES.
(a) In generally rendering Services under the Agreement, the
Representative shall provide the services of Xxxxxxx X. English ("English") and
any other employees of the Representative approved in writing by Support;
provided, however, that, in rendering the Initial Services, the Representative
shall provide the services of an account manager approved in writing by Support
(the "Account Manager").
(b) Prior to each instance of initiating contact with an existing or
potential new customer of Support (other than Delta, Federal or Transquest), the
Representative shall obtain Support's written approval therefor.
(c) The Representative shall provide at least twenty (20) hours of
Services per week hereunder.
(d) The Representative shall provide the Services of an Account
Manager for a minimum of twenty (20) hours of service per week during the
Initial Services Period.
3. STATUS REPORTS/MEETINGS.
During the Engagement Period, the Representative shall provide to the President
of Support or his designee status reports and time sheets at least once every
week detailing the Services provided under the Agreement. In addition, English,
on behalf of the Representative, shall meet with the President of Support or his
designee on a weekly basis with regard thereto.
4. NATURE OF SERVICES TO COMPUFLIGHT AND ITS AFFILIATES.
In the event the Representative provides Services to Compuflight or Affiliates
hereunder, the nature and mode of such Services shall be, unless otherwise
directed by Support, the same as that provided to Support hereunder.
EXHIBIT C
1. FEE COMPENSATION.
(a) BASE MONTHLY FEE. In consideration of the provision of Services
under and in accordance with the terms and conditions of the Agreement,
including Exhibit B thereto, the Representative shall be entitled to receive a
base fee of Eleven Thousand Dollars ($11,000 US) per month (the "Base Monthly
Fee").
(b) ADDITIONAL MONTHLY FEE. In addition to the Base Monthly Fee, in
consideration of the provision of the Initial Services in accordance with the
terms and conditions of the Agreement, including Exhibit B thereto, during the
Initial Services Period, the Representative shall be entitled to receive an
additional fee of Four Thousand United States Dollars (US$4,000) per month.
2. COMMISSIONS. In addition to the Compensation described in Paragraph 1
of this Exhibit C, the Representative shall be entitled to receive a Commission
equal to:
(a) ten percent (10%) of Representative-Marketing Net Receipts
collected by Support from the licensing of technology to a particular customer
pursuant to a Business Agreement; and
(b) Ten percent (10%) of Representative-Marketing Net Receipts
collected by Support from the provision of services to a particular customer
pursuant to a Business Agreement.
3. FINDERS FEES. In addition to the Compensation described in Paragraph
1 of this Exhibit C, the Representative shall be entitled to receive a Finder's
Fee equal to two percent (2%) of Representative-Introduction Net Receipts
collected by Support from the licensing of technology or provision of services
to a particular customer pursuant to a Business Agreement.
4. OFFSETS FOR DEBTS AND OBLIGATIONS TO SUPPORT.
(a) Support shall have the right to offset the sum of three Thousand
Five Hundred Dollars ($3,500) per month against any Compensation otherwise
payable under the Agreement as a payment of amounts due under and pursuant to
the terms of that Promissory Note, dated July 15, 1995, in the principal amount
as stated in the promissory note issued by the Representative to Support (the
"Note").
(b) In addition thereto, Support shall have the right to offset
amounts equal to the following percentages of any Commissions and/or Finder's
Fees otherwise due under this Exhibit C against any Compensation otherwise
payable under the Agreement as a payment of amounts due under and pursuant to
the terms of the Note:
AMOUNT OF COMMISSIONS PERCENTAGE
AND/OR FINDER'S FEES SUBJECT TO OFFSET
Initial Ten Thousand Dollars Fifteen percent (15%)
($10,000) per Contract Year
Next Ten Thousand Dollars Twenty percent (20%)
($10,000) per Contract Year
Excess over Twenty Thousand Dollars Twenty-fivepercent (25%)
($20,000) per Contract Year
(c) In the event of a default under the Note, Support shall have the
right to offset any or all of the amounts due thereunder against any and all
Compensation otherwise payable under the Agreement.
EXHIBIT D
KEY EMPLOYEE
Xxxxxxx X. English
EXHIBIT E
One Hundred Thirty-Two Thousand Dollars ($132,000)
