Exhibit 10.12
XXXXXX SYSTEMS LIMITED, INC.
00 XXXXXXX XXXXXXX, XXXXX 000
XXXXXX, XXX XXXXXX 00000
Tel. (000) 000-0000 Fax (000) 000-0000
FINANCIAL ADVISORY AGREEMENT
June 8, 2000
Xx. Xxxxx X. Xxxxxxx, President
Superwire. Com, Inc.
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, 00000
RE: Financial Advisory Agreement
Dear Xx. Xxxxxxx:
The purpose of this letter is to confirm the engagement of Xxxxxx Systems
Limited, Inc. ("Xxxxxx") by Xxxxxxxxx.Xxx, Inc. ("Superwire") to render certain
advisory services to Superwire.
1. Engagement of Consultant. Superwire hereby engages Xxxxxx and Xxxxxx
hereby agrees to render services to Superwire as a corporate consultant to
assist in developing strategic alliances in addition to other areas of business
all hereinafter referred to as ("Advisory Services").
4. Term. The term of this Agreement shall be a period commencing on the
date of this Agreement and continuing through December 31, 2000.
5. Compensation. As a retainer for the Advisory Services, Superwire shall
deliver to Xxxxxx 25,000 restricted common shares of Superwire registered in the
name of Xxxxxx within fourteen (14) business days after this agreement has been
fully executed.
Thereafter Superwire shall compensate Xxxxxx on a deal by deal basis upon
mutually agreed terms and conditions.
6. Disclaimer of Responsibility for Acts of Superwire. The obligations of
Xxxxxx described in this Agreement consist solely of the Advisory Services to
Superwire. In no event shall Xxxxxx be required by this Agreement to act as the
agent of Superwire or otherwise to represent or make decisions for Superwire.
All final decisions with respect to acts of Superwire or its affiliates, whether
or not made pursuant to or not in reliance upon information or advice furnished
by Xxxxxx hereunder, shall be those of Superwire or such affiliates and Xxxxxx
shall under no circumstances be liable for any expense incurred or loss suffered
by Superwire as a consequence of such decisions.
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Provisions 7 and 8 shall survive the termination of this Agreement.
7. Indemnification. The Company shall indemnify and hold Xxxxxx and his
representatives and agents (including his attorneys and advisors) (together, the
"Xxxxxx Indemnified Parties") harmless against any and all liabilities, claims
and lawsuits, including any and all awards and/or judgments to which they may
become subject under the Securities Act or any other federal or state statute,
or at common law or otherwise, insofar as said liabilities, claims and lawsuits
(including awards and/or judgments) arise out of or are in connection with this
Agreement, except to the extent such liabilities, claims and lawsuits are due
primarily to Xxxxxx'x negligence or misconduct. In addition, Superwire shall
also indemnify and hold Xxxxxx Indemnified Parties harmless against any and all
costs and expenses, including reasonable legal fees incurred or related to the
foregoing.
The indemnified party shall give the other party prompt notice of any such
liability, claim or lawsuit which it contends is the subject matter of such
party's right to indemnification hereunder and the other party thereupon shall
be granted the right to take any and all necessary and proper action, at its
sole cost and expense, with respect to such liability, claim or lawsuit,
excepting therefrom any and all proceedings or hearings before any regulatory
bodies and/or authorities.
8. Confidentiality. Except to the extent authorized by Superwire or
required by any federal or state law, rule or regulation or any decision or
order of any court or regulatory authority, Xxxxxx agrees that it will not
disclose to any person, other than to any officer, director, employee, agent,
attorney, accountant or employee of Xxxxxx, who needs to know the information in
connection with the performance of Xxxxxx'x services under this Agreement, any
confidential information received by Xxxxxx from Superwire or its officers,
directors, employees, consultants, counsel and independent accountants in
connection with the performance of Xxxxxx'x services under this Agreement,
provided that information shall not be deemed to be confidential if such
information (i) is or becomes generally available to the public other than as a
result of a breach of this Agreement by Xxxxxx, (ii) is lawfully obtained by
Xxxxxx from a third party, provided that: the third party is not bound by a
nondisclosure agreement with respect to the information, or (iii) is
subsequently developed by Xxxxxx from independent sources. Xxxxxx agrees that
his agents and employees and persons retained by Xxxxxx who shall perform
services for or on behalf of Xxxxxx in connection with the services to be
performed by Xxxxxx under this Agreement shall be advised by Xxxxxx of the
foregoing confidentiality obligations and thereby also be bound by the provision
hereof.
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Any advice provided to Superwire by Xxxxxx pursuant to this Agreement is
solely for the information and assistance of the Board of Directors of
Superwire. Such advice shall be treated as confidential information, shall not
be disclosed publicly in any manner without Xxxxxx'x prior written approval and
shall not be relied upon by Superwire's shareholders or any third party. Any
reference to Xxxxxx or to any affiliate of Xxxxxx in any release or
communication to any party outside Superwire is subject to Xxxxxx'x prior
written approval. If this Agreement is terminated prior to any release or
communication, no reference shall be made to Xxxxxx without Xxxxxx'x prior
written approval. Any approvals of Xxxxxx under this paragraph shall not be
unreasonably withheld.
9. Amendment. No amendment to this Agreement shall be valid unless such
amendment is in writing and is signed by authorized representatives of all the
parties to this Agreement.
10. Waiver. Any of the terms and conditions of this Agreement may be waived
at any time and from time to time in writing by the party entitled to the
benefit thereof, but a waiver in one instance shall not be deemed to constitute
a waiver in any other instance. A failure to enforce any provision of this
Agreement shall not operate as a waiver of this provision or of any other
provision hereof.
11. Severability. In the event that any provision of this Agreement shall
be held to be invalid, illegal, or unenforceable in any circumstance, the
remaining provisions shall nevertheless remain in full force and effect and
shall be construed as if the unenforceable portion or portions were deleted.
12. Assignment. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and permitted assigns.
Any attempt by either party to assign any rights, duties, or obligations which
may arise under this Agreement without the prior written consent of the other
party shall be void.
13. Governing Law. The validity, interpretation and construction of this
Agreement and each part thereof will be governed by the laws of the State of New
Jersey.
14. Counterparts. This Agreement may be executed in any number of
counterparts, each of which may be deemed an original and all of which together
will constitute one and the same instrument.
15. Arbitration. The parties agree that all controversies which may arise
between them concerning any transaction, the construction, performance or breach
of this or any other agreement between them, whether entered into prior, on, or
subsequent to the date hereof, or any other matter, including but not limited
to, securities activity, investment advice or in any way related thereto, shall
be determined by mandatory, binding and non-appealable arbitration in Middlesex
County, New Jersey in accordance with the rules of the American Arbitrator
Association. This shall inure to the benefit of and be binding upon Superwire,
its officers, directors, registered representatives, agents, independent
contractors, employees, sureties, and any person acting on its behalf in
relation to all acts subject to this Agreement. Any award rendered in
arbitration may be enforced in any court of competent jurisdiction.
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16. Facsimile Signature. Signatures transmitted via facsimile shall be
deemed to be legally binding.
Xxxxxx Systems Limited, Inc.
By:/s/Xxxxxxx Xxxxxxxxx
-----------------------
Xxxxxxx Xxxxxxxxx, President
The foregoing comports with our
understanding and concurrence.
Dated:
Xxxxxxxxx.Xxx, Inc.
BY/s/Xxxxx X. Xxxxxxx
---------------------
Xxxxx X. Xxxxxxx, President
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