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EXHIBIT 10.14
CONSULTING AGREEMENT
This Agreement is made as of the 1st day of November, 1996, between
FIRST NEW ENGLAND DENTAL CENTERS, INC., a Delaware corporation (the "Company"),
and THE FORT HILL GROUP, INC., a Delaware corporation (the "Consultant").
WHEREAS, the Company desires to retain Consultant for the period and
upon and subject to the terms herein provided; and
WHEREAS, Consultant is willing to agree to be retained by the Company
upon and subject to the terms herein provided;
NOW, THEREFORE, in consideration of the premises, the mutual covenants
and agreements hereinafter set forth and for other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged, the parties hereto covenant and agree as follows:
[Section]1. TERM OF CONSULTANCY. The Company agrees to retain
Consultant to provide financial consulting services from November 1, 1996
through October 31, 1998.
[Section]2. COMPENSATION. The Company will pay Consultant for its
services rendered hereunder at the rate of $13,000 per month, payable in arrears
on the last day of each calendar month during the term of this Agreement.
[Section]3. DUTIES. During the term of this Agreement, the Company
shall retain Consultant to perform such financial consulting and other services
as the parties may mutually agree.
[Section]4. EXPENSES. Consultant shall be entitled to reimbursement for
reasonable and necessary business expenses incurred, consistent with Company
policy, in connection with the performance of its duties hereunder upon receipt
of vouchers therefor in accordance with such procedures as the Company has
heretofore or may hereafter establish.
[Section]5. CONFIDENTIALITY. Consultant shall not, either during the
period of its consultancy with the Company or thereafter, reveal or disclose to
any person outside the Company or use to its own benefit, any proprietary and
confidential marketing technique or cost method, or any patient list of the
Company or any proprietary and confidential mailing or supplier list, whether or
not made, developed and/or conceived by Consultant or by others in the employ of
the Company. Upon the termination of Consultant's consultancy in any manner or
for any reason, Consultant shall promptly surrender to the Company all copies of
any of the foregoing, together with any other documents, materials, data,
information and equipment belonging to or relating to the Company's business and
in his possession, custody or control, and Consultant shall not thereafter
retain or deliver to any other person, any of the foregoing or any summary or
memorandum thereof.
[Section]6. NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given when delivered or
mailed by first-class, registered or certified mail, postage prepaid, addressed
(a) if to Consultant, attention of the Chairman and Chief Executive Officer at
000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000; and (b) if to the
Company, attention
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of the Chairman and Chief Executive Officer at its principal place of business,
00 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
[Section]7. ENTIRE AGREEMENT. This Agreement contains the entire
agreement between the Company and the Consultant with respect to the subject
matter hereof and there have been no oral or other agreements of any kind
whatsoever as a condition precedent or inducement to the signing of this
Agreement or otherwise concerning this Agreement or the subject matter hereof.
[Section]8. AMENDMENTS. This Agreement may not be amended, nor shall
any waiver, change, modification, consent or discharge be effected except by an
instrument in writing executed by or on behalf of the party against whom
enforcement of any waiver, change, modification, consent or discharge is sought.
[Section]9. ASSIGNABILITY; BINDING NATURE. This Agreement has been duly
authorized by the Company's Board of Directors and shall be binding upon and
inure to the benefit of the parties and their respective successors and
permitted assigns. No rights or obligations of the Company under this Agreement
may be assigned or transferred by the Company, except that such rights or
obligations may be assigned or transferred pursuant to a merger or consolidation
in which the Company is not the continuing entity, or the sale or liquidation of
all or substantially all of the assets of the Company, provided that the
assignee or transferee is the successor to all or substantially all of the
assets of the Company and such assignee or transferee assumes the liabilities,
obligations and duties of the Company, as contained in this Agreement, either
contractually or as a matter of law. The Company further agrees that, in the
event of a sale of assets or liquidation as described in the preceding sentence,
it shall cause such assignee or transferee to expressly assume the liabilities,
obligations and duties of the Company hereunder.
[Section]10. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which when executed and delivered shall be an
original, and all of which together shall constitute one instrument. In proving
this Agreement, it shall not be necessary to produce or account for more than
one such counterpart signed by the party against whom enforcement is sought.
[Section]11. GOVERNING LAW. This Agreement shall be governed by,
construed and enforced in accordance with the law (other than the law governing
conflict of law questions) of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties have executed or caused to be executed
this Agreement as of the date first above written.
FIRST NEW ENGLAND DENTAL CENTERS, INC. THE FORT HILL GROUP, INC.
By: Xxxxxx X. Xxxxxxx By: Xxxx X. Xxxxxx
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Xxxxxx X. Xxxxxxx, Chairman and Xxxx X. Xxxxxx, Chairman and
Chief Executive Officer Chief Executive Officer
