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Exhibit 10.80
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is dated to be effective this 18 day of
April, 2001 ("Effective Date"), by and between INSURANCE MANAGEMENT SOLUTIONS
GROUP, INC., a Florida corporation, and its subsidiaries and affiliates
(collectively, the "Company") whose address is 000 Xxxxxxx Xxxxxx, Xx.
Xxxxxxxxxx, Xxxxxxx 00000, and XXXXXXXXXXX X. XXXXXXXXX ("Xxxxxxxxx") whose
address is 0000 Xxxxxx Xxxx Xxxxx, Xx. Xxxxxxxxxx, XX 00000.
WHEREAS, the Company is engaged in the business of soliciting, servicing and
administering insurance accounts and risks throughout the United States;
WHEREAS, the Company's business requires secrecy in connection with certain
aspects of its business, and for the proper protection of the Company, it is
absolutely necessary and essential (which necessity Xxxxxxxxx expressly
recognizes) confidential and proprietary matters be kept secret and
confidential as goodwill belonging to the Company;
NOW, THEREFORE, the Company and Xxxxxxxxx, in consideration of the covenants and
agreements contained herein, and in further consideration of the benefits and
advantages flowing from each to the other, covenant and agree as follows:
I. CONSULTATION SERVICES
The Company hereby employs Xxxxxxxxx to perform the following services
in accordance with the terms and conditions set forth in this
Agreement:
X. Xxxxxxxxx will consult with the officers and employees of the
Company concerning matters relative to the general operations
of the Company.
B. Given the nature of the position that Xxxxxxxxx will occupy,
Xxxxxxxxx will report to Xxxxx Xxxxxx, President of Company.
II. TIME DEVOTED BY XXXXXXXXX
Xxxxxxxxx shall devote as much time as he deems reasonably necessary
for the workload as it exists from time to time. Notwithstanding the
foregoing, Xxxxxxxxx shall be scheduled to work a minimum of thirty
(30) hours per week.
III. TERMS OF EMPLOYMENT
A. During the term of this Agreement, Company will pay Xxxxxxxxx
the sum of ELEVEN THOUSAND FIVE HUNDRED AND THIRTY EIGHT
46/100 DOLLARS ($11,538.46), which shall be payable in two
equal bi-weekly installments of FIVE THOUSAND SEVEN HUNDRED
AND SIXTY NINE AND 23/100 DOLLARS ($5,769.23) with the first
payment due on the 4th day of May, 2001.
B. With the exception of paid time off (PTO), Xxxxxxxxx shall be
provided the same benefits and on the same basis as other
employees of the Company including, but not limited to, the
401(k) plan, life insurance, disability insurance and health
insurance.
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X. Xxxxxxxxx recognizes and acknowledges that the list of the
Company's customers, trade secrets, data processing systems,
computer software, computer programs, or other systems, data,
methods, or procedures developed or used by the Company, as
they may exist from time to time, are valuable, special and
unique assets of the Company's business. Xxxxxxxxx will not,
during the term of his employment without the prior written
consent of the Company, which consent may be arbitrarily
withheld, and except to the extent necessary to accomplish
assignments on behalf of the Company in which Xxxxxxxxx is,
at any given time during the term of Xxxxxxxxx'x tenure with
the Company, currently and actively engaged, possess,
transmit, copy, reproduce, or disclose the list of the
Company's customers or any part thereof or any of the
Company's present or future trade secrets, or any data
processing systems, computer software, computer programs or
other systems, data, methods, or procedures to any person,
firm, corporation, association, or any other entity for any
reason or purpose whatsoever, nor will Xxxxxxxxx assist
anyone else to do so. In the event of a breach or threatened
breach by Xxxxxxxxx of the provisions hereof, the Company
shall be entitled to an injunction restraining Xxxxxxxxx from
disclosing, in whole or in part, the list of the Company's
customers or the Company's trade secrets, or from rendering
any services to any person, firm, corporation, association,
or other entity to whom such list or such trade secrets, in
whole or in part, has been disclosed or is threatened to be
disclosed and requiring the return to the Company of all
copies of customer lists, manuals, data, software, computer
programs, or written procedures in the possession of
Xxxxxxxxx. Nothing herein shall be construed as prohibiting
the Company from pursuing any other remedies available to it
for such breach or threatened breach, including the recovery
of damages from Xxxxxxxxx. The existence of any claim or
cause of action of Xxxxxxxxx against the Company shall not
constitute a defense to the enforcement by the Company of
this covenant. No failure of the Company to exercise any
right given hereunder shall be taken or construed as a waiver
of its right to seek any remedies by reason of any past,
present, or future breaches of the Agreement on the part of
Xxxxxxxxx.
IV. COMPANY PROPERTY
Xxxxxxxxx shall be responsible for any and all technical data, books,
equipment, or other company property which may come into his
possession by reason of this Agreement. In the event this Agreement is
terminated for any reason whatsoever, Xxxxxxxxx shall immediately turn
in to the Company and account for all such equipment and property
which may be in the possession of Xxxxxxxxx at such termination.
V. TERM
The term of this Agreement shall commence as of the 18 day of April,
2001 and shall continue thereafter up to and including the 15 day of
May, 2001.
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VI. SEVERABILITY
All agreements and covenants contained herein are severable and in the
event any of them shall be held to be illegal, invalid or
unenforceable by any Court of competent jurisdiction, this Agreement
shall be interpreted as if such illegal, invalid, or unenforceable
agreements or covenants were not contained herein.
VII. ARBITRATION OF DISPUTES:
A. The parties agree that any dispute about the validity,
interpretation, effect or alleged violations of this
Agreement ("Arbitrable Dispute") between Xxxxxxxxx and
Company, must be submitted to final and binding arbitration
in Tampa, Florida before an experienced employment arbitrator
licensed to practice law in Florida and selected in
accordance with the Employment Dispute Rules of the American
Arbitration Association. The arbitrator may not modify or
change this Agreement in any way.
B. Each party shall pay the fees of their respective attorneys,
the expenses of their witnesses and any other expenses
connected with the arbitration, but all other costs of the
arbitration, including the fees of the arbitration, cost of
any record or transcript of the arbitration, administrative
fees and other fees and costs shall be paid in equal shares
by Xxxxxxxxx and Company. The party losing the arbitration
shall reimburse the party who prevailed for all expenses the
prevailing party paid pursuant to the preceding two
sentences.
C. Arbitration in this manner shall be the exclusive remedy for
any Arbitrable Dispute. The arbitrator's decision or award
shall be fully enforceable and subject to an entry of
judgment by a court of competent jurisdiction. Should
Xxxxxxxxx or Company attempt to resolve an Arbitrable Dispute
by any method other than arbitration pursuant to this
Section, the responding party shall be entitled to recover
from the initiating party all damages, expenses and
attorneys' fees incurred as a result and the responding party
shall be entitled to the return of any payments that party
made under this Agreement.
VIII. LAW APPLICABLE
This Agreement, and performance under its terms, shall be governed in
all respects by the law of Florida except its law concerning choice of
laws.
IX. ENTIRE AGREEMENT
This Agreement and the Release and Separation Agreement entered into
simultaneously herewith expresses the whole and entire agreement
between the parties with reference to Xxxxxxxxx'x arrangement and
supersedes all prior agreements and understandings between Xxxxxxxxx
and the Company. These agreements cannot be modified or changed by any
verbal agreement, nor shall any written modification be binding on the
Company until such written modification shall have been approved in
writing by the President and the Board of Directors of the Company.
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X. NON-WAIVER OF RIGHTS
All of the rights of the Company and Xxxxxxxxx hereunder shall be
cumulative and not alternative. A waiver or indulgence on the part of
the Company or Xxxxxxxxx of any rights or entitlements hereunder shall
not be construed as a waiver of any other rights or entitlements
hereunder by either the Company or Xxxxxxxxx. In the event that a
breach occurs or that a breach is alleged, the injured party shall
give the breaching party written notice of his/its intention to
terminate this Agreement. The notice shall specify the nature of the
breach and shall give the breaching party fifteen (15) days to cure
said breach. If the breach is not cured within the time allowed, this
Agreement shall automatically terminate without further notice and the
injured party may pursue any and all legal remedies available.
XI. MISCELLANEOUS PROVISIONS
The provisions of this Agreement shall extend to the successors,
surviving corporations and assigns of the Company. Singular and
masculine pronouns shall include plural, feminine, and artificial
persons and entities whenever the context permits.
XII. HEADINGS
All paragraph headings are for reference purposes only and are not
intended to alter the meaning or interpretation of any provision.
XIII. XXXXXXXXX'X ACKNOWLEDGMENT
Xxxxxxxxx has been given reasonable time to study this Agreement, and
has consulted with his lawyer concerning the terms of this Agreement.
Xxxxxxxxx acknowledges that he executes this Agreement freely and
voluntarily, solely because he already fully and carefully considered
the Agreement before signing it.
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IN WITNESS WHEREOF, the parties hereto have executed this agreement as of 12th
day of April 2001.
"XXXXXXXXX"
/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
SWORN TO AND SUBSCRIBED BEFORE ME THIS 12th DAY OF APRIL, 2001.
/s/ Xxxx X. Xxxxxx
------------------------------------------ [NOTARY SEAL]
Notary Public
My Commission Expires: April 12, 2004
COMPANY
INSURANCE MANAGEMENT SOLUTIONS GROUP, INC.
By: /s/ X. X. Xxxxxx
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X. X. Xxxxxx
Title: President/CEO
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