EXHIBIT 4.3
ASSIGNMENT AND CONSENT
PROFESSIONAL CONSULTING AGREEMENT
THIS ASSIGNMENT AND CONSENT ("Assignment") is made this first day of
October, 1999, by and among MDC Group, Inc. ("MDC Group"), a Colorado
corporation, Shareholder Relations Group, LLC ("Shareholder Relations Group"), a
Colorado limited liability company, and ALPNET, Inc. ("Company"), a Utah
corporation.
WHEREAS, MDC Group and Company are parties to that certain Professional
Consulting Agreement, dated as of July 16, 1999 (the "Consulting Agreement");
WHEREAS, Xx. Xxxx X. Xxxxxxxxx, the individual who has been principally
responsible for providing the services and otherwise performing the obligations
of MDC Group under the Consulting Agreement, has organized and established a new
consulting firm, known as Shareholder Relations Group, LLC, which will undertake
to provide services to Company which heretofore have been provided by Xx.
Xxxxxxxxx under the Consulting Agreement;
WHEREAS, the parties to this Assignment wish to express their intention
and consent to the assignment by MDC Group of all of its duties and obligations
under the Consulting Agreement to Shareholder Relations Group, and for
Shareholder Relations Group to assume and agree to perform all of MDC Group's
duties and obligations under the Consulting Agreement;
NOW, THEREFORE, for the mutual promises and other consideration
described herein, the parties hereto agree as follows:
1. ASSIGNMENT AND ASSUMPTION OF CONSULTING AGREEMENT. Effective
as of the date of this Assignment, MDC Group hereby assigns, conveys and
transfers all of its rights, duties and obligations under the Consulting
Agreement to Shareholder Relations Group, and Shareholder Relations Group agrees
to become bound by the terms and conditions of the Consulting Agreement and to
assume, discharge, perform and become liable for the performance of all of MDC
Group's duties and obligations under the Consulting Agreement. Company hereby
consents to such assignment and assumption. From and after the date of this
Assignment, the Consulting Agreement shall continue in full force and effect
with all duties and obligations of MDC Group thereunder being deemed duties and
obligations of Shareholder Relations Group as though the Consulting Agreement
had originally been executed between Company and Shareholder Relations Group.
All rights of MDC Group under such Consulting Agreement shall be deemed rights
of Shareholder Relations Group, enforceable by Shareholder Relations Group.
2. RELEASE OF MDC GROUP BY COMPANY. In furtherance of the
purposes and intents of the assignment described in paragraph 1 of this
Assignment, Company hereby forever releases and discharges MDC Group from all
duties and obligations under the Consulting Agreement arising on or after the
date of this Assignment, including without limitation any liabilities of the
"Consultant" (as that term is defined in the Consulting Agreement) for breaches
of representations or warranties, failures in performance of any covenants and
failures to perform any duties or to discharge any obligations under the
Consulting Agreement which arise on or after the date of this Assignment.
Company agrees to look solely to, and to assert claims or actions on account of
any such breaches or failures exclusively against, Shareholder Relations Group
from and after the date of this Assignment.
3. INDEMNIFICATION BY SHAREHOLDER RELATIONS GROUP. Shareholder
Relations Group hereby agrees to indemnify, defend and hold MDC Group harmless
from and against any and all loses, damages, costs, expenses, liabilities,
obligations and claims of any kind (including, without limitation, reasonable
attorneys' fees and other reasonable legal costs and expenses) which MDC Group
may at any time suffer or incur, or become subject to, which arise out of or
relate in any manner to the Consulting Agreement, including any such losses,
damages, costs, expenses, judgements or other liabilities associated with any
suit, action or other proceeding brought by a third party which arises out of or
relates in any manner to the Consulting Agreement.
4. EFFECT OF ASSIGNMENT. Except for the replacement of MDC Group
by Shareholder Relations Group effected by this Assignment, the Consulting
Agreement shall remain in full force and effect by and between Shareholder
Relations Group and Company from and after the date of this Assignment.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Assignment to be executed on its behalf by its duly authorized officer as of the
date and year written above.
MDC GROUP, INC.
By: \s\ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx, President
SHAREHOLDER RELATIONS GROUP, LLC
By: \s\ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx, Managing Member
ALPNET, INC.
By: \s\ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Vice President
Finance
