EXHIBIT 10.23
CONSULTING SERVICES AGREEMENT
AGREEMENT made as of the 1st day of January, 1997 by and between MICRO
WAREHOUSE, INC., a Delaware corporation, whose principal office is located at
000 Xxxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxx (hereinafter referred to as
"Company") and XXXXX XXXXXX, 00 Xxxxxx Xxxxxx, Xxxxxx, X0X 0XX, Xxxxxxx
(hereinafter referred to as "Consultant").
W I T N E S S E T H
WHEREAS, an Amendment to Consulting Services Agreement dated as of January
1, 1992 between the Company and Consultant expired on December 31, 1996; and
WHEREAS, the Company is desirous of retaining Consultant to provide
certain consultancy services for the Company as set forth herein; and
WHEREAS, Consultant is willing to perform such services under the terms
and conditions recited herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto agree as follows:
1. Consulting Services. The Company hereby retains Consultant and
Consultant hereby agrees to render such services as he has previously rendered
to the Company as the Company from time to time shall require such services.
Consultant agrees to perform such
consulting services related to the business of the Company as shall from time to
time be mutually agreed.
2. Term of Engagement. The engagement hereunder shall be for a period
which shall commence on January 1, 1997 and shall end on December 31, 1997 (the
"Term of Engagement").
3. Compensation.
3.1 Compensation. As compensation for services to be rendered
hereunder, the Company shall during the Term of Engagement pay to Consultant
Fifty Thousand Dollars ($50,000) which shall be payable in equal quarterly
installments on March 31, June 30, September 30, and December 31 in arrears.
3.2 No Other Benefits. With the exception of reasonable expenses
incurred by the Consultant in connection with the discharge of his duties
described herein, no other fringe benefits, perquisites, or other benefits are
included in this Agreement.
4. Intellectual Property; Confidentiality. Consultant agrees that he will
not divulge to anyone other than authorized representatives of the Company any
knowledge or information of any type whatsoever of a confidential nature
relating to the business of the Company, including without limitation all types
of trade secrets, unless such information is readily ascertainable from public
or published information or trade sources. Consultant further agrees not to
disclose, publish or make use of any such knowledge or information of a
confidential nature without the prior written consent of the Company.
5. Reimbursement of Expenses. Consultant shall be entitled to be
reimbursed for travel and other expenses incurred in connection with
Consultant's services to the Company during the Term of Engagement.
6. Breach by Consultant. The parties hereto recognize that the services to
be rendered under this Agreement by Consultant are special, unique and
extraordinary in character, and that in the event of a breach by Consultant of
the terms and conditions of this Agreement to be performed by Consultant, the
Company shall be entitled, if it so elects, to institute and prosecute
proceedings in any court of competent jurisdiction, either in law or in equity,
to obtain direct and actual damages for any breach of this Agreement, or to
enforce the specific performance thereof by Consultant, or to obtain such other
and further relief as the court may deem proper.
7. Relationship. The relationship of Consultant to the Company shall be
that of independent contractor. Nothing herein shall be deemed to constitute an
employment or agency relationship between Consultant and the Company.
Nevertheless, nothing contained herein shall be deemed to preclude the creation
of such relationship by separate agreement of the parties, in writing, for a
particular purpose. Except as expressly agreed in writing, Consultant shall not
have the authority to obligate, bind or commit the Company in any manner
whatsoever. Unless required by statute, regulation or treaty, the Company shall
not (i) withhold any monies payable hereunder in respect of any Federal, State,
local or foreign withholding tax or other similar tax or regulation or (ii)
provide Consultant with any worker's compensation, disability insurance; or
(iii) pay for other insurance coverage.
8. Consultant's Warranties and Representation. The Consultant warrants and
represents that he has full power and authority to enter into this Agreement and
to perform the obligations hereunder and that to the best of his knowledge,
there are no suits or proceedings pending or threatened against or affecting
him, which if adversely determined, would impair the terms of this Agreement. No
consent of any other party and no declaration with any
governmental authority, bureau or agency is required in connection with the
execution or performance of this Agreement.
9. Company's Warranties and Representation. The Company represents and
warrants that it has the full power and authority to enter into this Agreement
and to perform the obligations hereunder and that to the best of its knowledge,
there are no suits or proceedings pending or threatened against or affecting it
which, if adversely determined, would impair the terms of this Agreement. No
consent of any other party and no declaration with any governmental authority,
bureau or agency is required in connection with the execution or performance of
this Agreement.
10. Survival of Warranties and Representations. All warranties and
representations made by the parties hereunder shall survive the termination of
this Agreement.
11. Waiver. No failure on the part of any party hereto to enforce the
breach of any of the obligations, agreements or conditions hereunder shall be
construed as a waiver of such breach or any subsequent performance hereunder
unless such waiver shall be in writing signed by the party to whom such
obligations or compliance is owed. No executory agreement shall be effective to
change or modify or to discharge in whole or in part this Agreement unless such
executory agreement is in writing and signed by the parties.
12. Governing Law; Headings. This Agreement contains the entire agreement
between the parties and shall be governed by the laws of the State of
Connecticut without regard to its laws in the area of conflicts of law.
Paragraph headings herein are for convenience of reference only and shall not be
considered a part of this Agreement.
13. Prior Agreements. This Agreement supersedes and terminates all prior
agreements, written or oral, between the parties relating to the subject matter
herein addressed.
14.Notices. All notices, elections, demands or other communications
required or permitted to be made or given pursuant to this Agreement
shall be in writing and shall be considered properly given or made if
sent by courier service or if transmitted (and actually received by the
addressee) by any telecommunication device (e.g. telex or telecopier)
or if sent to such party by prepaid first class certified mail, return
receipt requested, or by courier service, to the addresses set forth
below. Any party may change its address by giving notice in writing to
the other parties of its new address.
To the Company: Micro Warehouse, Inc.
000 Xxxxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxx, Xx.
Facsimile (000) 000-0000
with a copy to: Xxxxx X. Xxx, Esquire
Vice President and General Counsel
Micro Warehouse, Inc.
000 Xxxxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Facsimile (000) 000-0000
To Consultant: Mr. Xxxxx Xxxxxx
x/x 00 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxx X0X 0XX
Facsimile 011 44 171 636 1305
with a copy to: Xxxxxxx X. Xxxxx, Esquire
Xxxxxxx & Xxxxx
Xxxxxxxx Xxxxx
00/00 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx X0X 0XX
Facsimile 011 44 171 734 2479
16. Successors. This Agreement shall be binding on the parties hereto and
their
successors.
IN WITNESS WHEREOF, the Company has, by its appropriate officer,
signed this Agreement, and Consultant, as an individual, has signed this
Agreement, as of the 1st day of January, 1997.
THE COMPANY
MICRO WAREHOUSE, INC.
By /s/ Xxxxxxx X. Xxxx, Xx.
-------------------------
Xxxxxxx X. Xxxx, Xx.
Its President and Chief
Executive Officer
Hereunto Duly Authorized
ATTEST:
/s/ Xxxxx X. Xxx
----------------
Its Secretary
CONSULTANT
/s/ Xxxxx Xxxxxx
----------------
Xxxxx Xxxxxx
