CORE
STRATEGIES
00000 Xxx Xxxxx
Xxxxx 000
Xxxxxx, XX 00000
Tel: 949/000-0000
Fax: 949/000-0000
XxxXxxxxxx.xxx, Inc.
LETTER AGREEMENT
May 24, 2000
Mr. Xxxxx Xxxx
Chief Executive Officer
XxxXxxxxxx.xxx, Inc.
0000 Xxxxxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Dear Xxxxx:
This letter when signed in the space provided below, constitutes the
agreement ("Agreement") between XxxXxxxxxx.xxx, Inc. ("TekInsight") and Core
Strategies, LLC ("Core") for consulting services that we have been engaged to
provide effective March 1, 2000.
1. Scope of Services ("Services"). Effective March 1, 2000, Core was engaged to
provide ongoing strategic marketing planning and counsel, including but not
limited to developing and updating the marketing and business plans for
Xxxxxxxxx.xxx. Xxxxxxxx Xxxxxxxxx, Chief Executive Officer of Core will directly
manage the engagement with TekInsight. We have agreed that Xxxxxxxx will assume
the role of officer and/or functional manager of TekInsight and its appropriate
subsidiaries while remaining a full-time employee of Core. To eliminate any
potential conflict-of-interest, we agree that Xxxxxxxx will not assume similar
roles in companies that directly compete with TekInsight.
Any additional consulting services we may agree to, will be described in an
addendum to this Agreement.
2. Compensation & Expense Reimbursement
Base consulting fees. TekInsight will pay Core a monthly strategic
marketing fee of $12,000 beginning March 1, 2000.
Stock Options. TekInsight agrees to issue 100,000 stock options of
TekInsight common stock to Core with a strike price of $3.00. The options will
vest based on market price targets as follows: 25,000 options at $3.00, 25,000
options at $5.00; 25,000 options at $6.00 and 25,000 options at $8.00
Out-of-Pocket Costs: TekInsight shall reimburse Core for out-of-pocket
costs incurred for travel, lodging, meals, long distance telephone calls and any
other travel-related costs. Core's policy is to receive verbal approval for all
travel on your behalf before any expenses are incurred.
TekInsight shall pay Core a monthly communications fee equal to two
percent (2%) of Core's consulting fees for internal expenses Core incurs on
TekInsight's behalf in connection with photocopying, telephone calls, telecopier
use, e-mail, and postage and delivery charges. TekInsight agrees that Core shall
not be obligated to provide TekInsight with any type of accounting or detail for
such charges.
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Letter Agreement
XxxXxxxxxx.xxx, Inc. & Core Strategies, LLC
May 24, 2000
Payment. Core will issue invoices on the first of each month covering
the current month's consulting fees, and out-of-pocket costs for the previous
month. TekInsight agrees that payments for the fees and expenses described in
this Section are owed on the dates of invoices and due on such dates; provided,
however, that such payments shall not be deemed late if received by Core within
thirty (30) days of such invoice dates.
3. Indemnification by TekInsight. TekInsight shall be responsible for the
accuracy, completeness and propriety of information, statements and material
(including any intellectual property therein) concerning its organization and
for its products or services in connection with Core's performance of the
Services. TekInsight shall defend, indemnify and hold Core harmless from and
against any liabilities, actions, claims, damages, judgments or expenses,
including attorneys' fees and costs, that arise out of, or relate to, any claim
by any third party for: (i) any act or failure to act by TekInsight in
connection with this Agreement; (ii) statements made by TekInsight or Core at
TekInsight's direction or based upon information, statements and materials
(including any intellectual property therein) provided by TekInsight; (iii)
information, statements and materials (including any intellectual property
therein) prepared for TekInsight that TekInsight approved; (iv) product
liability or death, personal injury or property damage arising out of, or
relating to, TekInsight's products or services; (v) TekInsight's negligence or
willful misconduct; (vi) any infringement or misappropriation of intellectual
property rights of others based on information, statements and materials
(including any intellectual property therein) provided by TekInsight or by Core
at TekInsight's direction; or (vii) any modification, rejection, cancellation or
expiration or termination of this Agreement by TekInsight as provided in section
5. Core shall have the right to participate in the defense thereof with counsel
of its choosing.
4. Indemnification by Core. Core shall defend, indemnify and hold TekInsight
harmless from and against any liabilities, actions, claims, damages, judgments
or expenses, including attorneys' fees and costs, that arise out of, or relate
to, any claim by any third party for Core's gross negligence or willful
misconduct in performing the Services under this Agreement.
5. Contract Termination. This contract starts on March 1, 2000, and will
continue until either of us decides to terminate it. You can terminate this
contract at any time upon thirty (30) days written notice. However, if you
choose to terminate, TekInsight will pay Core any fees earned or costs incurred
prior to contract termination. In addition, Core will retain the right to all
options vested prior to contract termination.
6. Confidentiality. Each party will use reasonable efforts to keep confidential
all information and materials so designated by the other party and to limit
access to such information and materials to those with a need to know.
Notwithstanding the foregoing, each party acknowledges that information and
materials shall not be deemed confidential for the purposes of this Agreement if
such information and materials: (i) enter the public domain through no wrongful
act or breach of any obligation of confidentiality on the receiving party's
part, (ii) are, at the time of disclosure, lawfully known to the receiving party
without restriction on disclosure; (iii) are independently developed or obtained
by the receiving party without breach of this Agreement; (iv) are required to be
disclosed by law or applicable legal process; or (v) are explicitly authorized
for release by written authorization of the disclosing party. The obligations
under this Section 6 shall survive expiration or termination of the Agreement
for a period of one year.
If these terms are acceptable to you, please sign the space indicated below.
Sincerely,
Core Strategics, LLC
By: Xxxxxxxx Xxxxxxxxx, CEO
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Letter Agreement
XxxXxxxxxx.xxx, Inc. & Core Strategies, LLC
May 24, 2000
The following signifies XxxXxxxxxx.xxx. Inc.'s approval to engage with Core
Strategies LLC under the terms listed above:
/s/ Xxxxxx X. Xxxx 5/30/00
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Accepted by (Signature) Date
Xxxxxx X. Xxxx
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Printed Name
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