EXHIBIT 10.30
CONSULTING AGREEMENT
CONSULTING AGREEMENT (the "Consulting Agreement"), dated as of
September 1, 2004 between AMERICAN BANKNOTE CORPORATION, a Delaware corporation
having its principal place of business at 000 Xxxxxx Xxxxxx, Xxxxxxxxx Xxxxxx,
XX 00000 ("ABN") and WIT SERVICOS TECNICOS DE ENGENHARIA LTDA., with a
registered office at Av. Rio Xxxxxx 181 sala 0000, Xxx xx Xxxxxxx, Xxxxxx, with
CNPJ Number 06.071.308/0001-04 ("Wit Servicos").
WHEREAS, ABN seeks to retain Wit Servicos in order to provide advice
and assistance with respect to business opportunities in Brazil;
NOW, THEREFORE, in consideration of the premises, and of the
representations, covenants and obligations contained herein, as well as for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. TERM OF AGREEMENT. This Consulting Agreement is for a period
of forty (40) months, commencing on the date hereof, and
expiring on December 31, 2007. Unless either party gives
notice of its intention not to renew within sixty (60) days of
the end of the term, this Consulting Agreement shall
automatically renew for an additional two (2) year term. In
the event that ABN fails to renew this Consulting Agreement,
or terminates Wit Servicos other than "for cause", then Wit
Servicos shall receive a lump sum payment equal to two (2)
years of annual consulting fees.
2. COMPENSATION. Wit Servicos shall receive a fixed monthly fee
in the amount of Eight Thousand U.S. Dollars ($8,000). Wit
Servicos shall be responsible for any and all taxes associated
therewith.
3. SCOPE OF SERVICES. Wit Servicos will provide regular advice to
ABN regarding the economic, commercial, and technical
environment in Brazil, keeping ABN aware of business
opportunities that may impact the interests of ABN, including,
but not limited to, opportunities for strategic acquisitions
or joint ventures. ABN will determine the timing and format of
the reports to be provided by Wit Servicos.
4. KEY MAN. It is understood and agreed that Xxxxxx Xxxx, an
individual with an address at Avenida Viera Xxxxx 620/1020,
Rio de Janiero, Brazil ("Xx. Xxxx") will be the key man at Wit
Servicos with respect to rendering services to ABN pursuant to
this Consulting Agreement. In the event of the death or
incapacity of Xx. Xxxx, or should Xx. Xxxx end his
relationship with Wit Servicos, or cease to provide the
services required by Wit Servicos hereunder, this Consulting
Agreement shall terminate immediately, with no further
obligation on the part of ABN.
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5. LOYALTY AND CONFIDENTIALITY. It is understood and agreed that
for purposes of this Section 5, the term Wit Servicos shall
include any of its owners, officers or employees, including
the key man thereof. Wit Servicos shall not, during the term
of this Agreement or any amendment hereof, and for a period of
two (2) years after the termination of this Agreement,
directly or indirectly engage in any business, render services
to, or be associated with any direct or indirect competitor,
client, or supplier of ABN or of its affiliates. A breach of
this Section will constitute a just cause for the termination
of Wit Servicos. It is hereby agreed that ABN has developed or
acquired certain products, technology, unique or special
methods, manufacturing and assembly processes and techniques,
trade secrets, written marketing plans and customer lists and
arrangements, and other proprietary rights and confidential
information and shall during the term of this Agreement
continue to develop, compile and acquire said items (all
hereinafter collectively referred to as the "ABN Property").
It is expected that Wit Servicos will gain knowledge of and
use the ABN Property during the course and scope of its
engagement with ABN, and will be in a position of trust with
respect to the ABN Property.
It is hereby stipulated and agreed that the ABN Property shall
remain the sole property of ABN.
In the event that Wit Servicos' engagement is terminated, for
whatever reason, Wit Servicos agrees not to copy, make known,
disclose or use, any of the ABN Property. Without derogating
from ABN's rights under the law of torts, Wit Servicos further
agrees not to endeavor or attempt in any way to interfere with
or induce a breach of any prior contractual relationship that
ABN or its affiliates may have with any employee, customer,
contractor, supplier, representative, or distributor for a
period of two (2) years from the date of any termination of
Wit Servicos' engagement with ABN. Wit Servicos agrees upon
termination of engagement to deliver to ABN all confidential
papers, documents, records, lists and notes (whether prepared
by Wit Servicos or others) comprising or containing the ABN
Property.
Wit Servicos recognizes that violation of the covenants and
agreements contained in this Section 5 may result in
irreparable injury to ABN or which would not be fully
compensable by way of monetary damages. Therefore, Wit
Servicos hereby agrees that injunctive relief may be sought
against it, in order to remedy, or to prevent, a violation
hereof. Such relief shall be in addition to all other monetary
and other claims which ABN may bring against Wit Servicos
hereunder.
6. ENTIRE AGREEMENT. This Consulting Agreement represents the
whole of the agreement reached between the parties and
supersedes any previous agreements and discussions that have
taken place.
7. NO ASSIGNMENT. Wit Servicos acknowledges that its services are
unique and personal. Accordingly, Wit Servicos may not assign
its rights or delegate its duties or obligations under this
Agreement without the express written consent of ABN.
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8. GOVERNING LAW. This Consulting Agreement shall be governed by
the laws of the State of New York, United States of America,
independent of any conflict of laws principles. The parties
hereby unconditionally submit to the exclusive jurisdiction of
the courts of New York for any actions, suits, or proceedings
arising out of or relating to this Consulting Agreement.
9. COUNTERPARTS. This Consulting Agreement may be executed in
counterparts, each of which shall be deemed an original and
all of which together shall be considered one and the same
agreement.
IN WITNESS WHEREOF, ABN and Wit Servicos have executed this Consulting Agreement
as of the date and year set forth above.
AMERICAN BANKNOTE CORPORATION
By:
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Chief Executive Officer
WIT SERVICOS TECNICOS DE ENGENHARIA LTDA.,
By:
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Acknowledged and Agreed:
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XXXXXX XXXX
