CONSULTANT AGREEMENT
AGREEMENT, made as of the 10th day of May, 1998 between Educational Video
Conferencing, Inc., a Delaware corporation with offices at 00 Xxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxx, Xxx Xxxx 00000 (hereinafter referred to as "EVC"), and
Xx. Xxxxxxx Xxxx (hereinafter referred to as the "Consultant").
WITNESSETH
WHEREAS, the parties wish to enter into an agreement pursuant to which
the Consultant will act as a Consultant to EVC on the terms and conditions
hereinafter set forth,
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and for other good and valuable consideration, it is agreed as follows:
1. EVC hereby engages the Consultant as an independent consultant and not
as an employee, on a non-exclusive basis and Consultant hereby accepts such
engagement in accordance with the terms hereof.
2. The Consultant will advise and give EVC the benefit of his knowledge,
information, expertise and contacts in corporations with tuition reimbursement
policies. Such services will include, but will not be limited to, developing
new corporate markets for EVC's services throughout the United States and
abroad, when and if applicable. For the purposes of this agreement, developing
new corporate markets shall mean introducing EVC personnel to senior persons
affiliated with the aforementioned institutions; arranging meetings between
same; if possible, accompanying designated EVC personnel to such meetings and
in general exercising the Consultant's best efforts to bring about a contract
or agreement between EVC and the institutions for EVC's services.
(a) It is understood by the parties that the Consultant will work only on
corporate or government initiatives for EVC and that this work shall not be a
conflict of interest in any way with the Consultant's current position at
Xxxxxxx Xxxxx. The Consultant shall not be compensated by EVC in any manner
for either dealing with EVC on behalf of Xxxxxxx Xxxxx or for the discharge of
his official duties pursuant to his current employment at Xxxxxxx Xxxxx.
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(b) It is further understood that the Consultant shall not solicit any
such corporations without the prior written permission of Xx. Xxxx X. XxXxxxx,
President of EVC. In the event that such unauthorized solicitation should
occur, no commissions shall be due and owing the Consultant hereunder.
3. As full compensation for his services hereunder, the Consultant will
be paid, for the period of five (5) years from the date of this agreement, a
fee computed as follows:
(a) For any contract or agreement with an authorized corporate client
brought about through the direct efforts of the Consultant, at a rate of 2
1/2% (TWO AND ONE HALF PER CENT) of the gross amount actually collected by EVC
in connection with services provided under such contract.
(b) In addition to the above amounts, EVC shall pay to the Consultant the
amount of $5,000.00 per month for his work involving new initiatives on behalf
of EVC. This monthly payment shall be over and above any amounts as specified
in paragraph 3a above, which may be due and payable to the Consultant. EVC
reserves the right to cancel this monthly payment in the event that EVC at any
time during the term of this agreement.
4. (a) EVC will pay to the Consultant, on a bi-monthly (every other
month) basis, the amounts due to him, if any, pursuant to paragraph 3a above,
which amounts have actually been collected by EVC during the preceding two
months in connection with contracts or agreements brought about through the
efforts of the Consultant. Such bi-monthly payments shall be accompanied by a
statement reflecting the full amounts collected by EVC in connection with such
contracts or agreements during the preceding two months. In addition, EVC will
provide to Consultant annually a statement of all monies received in
connection with such contracts during the preceding calendar year.
(b) EVC also agree to pay to the Consultant, on a monthly basis, the
amount due to him pursuant to paragraph 3b above. Such payment shall be made
on the first day of each month beginning with the first day of the first month
following the execution of this agreement and shall end concurrently with the
termination of this agreement.
5. This agreement shall commence on the date first indicated above and
will continue for a period of five years thereafter. However, this agreement
may be terminated by EVC at any time prior to the termination date by giving a
minimum of THIRTY (30) days' prior written notice thereof to the Consultant.
In such a case, the Consultant will continue to receive any commissions due
him pursuant to paragraph 3a, for any contracts consummated prior to said
termination.
6. The foregoing constitutes the entire agreement between the parties,
and any other agreements or representations, whether verbal or written, if not
contained herein, are void, of no effect, and are not binding upon the
parties.
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7. No valid modification, amendment, or deletion may be made to this
agreement except in writing and executed by the parties in substantially the
same manner as this agreement.
8. Any and all notices required hereunder shall by Certified Mail, Return
Receipt Requested, to each party's last known address and shall be deemed
given at the time of mailing.
9. If any portion of this agreement shall be found to be void, voidable
or unenforceable, it shall not effect the validity of the remainder of the
agreement.
10. Any disputes arising hereunder shall be determined by way of arbitration
before the American Arbitration Association at their offices located in White
Plains, New York.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the
date first appearing above.
EDUCATIONAL VIDEO CONFERENCING, INC.
By: /s/
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Xx. Xxxx X. XxXxxxx
President
CONSULTANT
By: /s/
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Xx. Xxxxxxx Xxxx
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