EXHIBIT 4.3
CONSULTING AGREEMENT
This Agreement, entered into as of May 15, 1997, acknowledges
and confirms the terms of our corporate consulting agreement (the "Agreement")
as follows:
1. The Translation Group, Ltd., with its offices located at 00
Xxxxxx Xxxxxx, Xxxxxxxxxxx, Xxx Xxxxxx 00000 (the "Company"), hereby engages
Xxxxxxx X. Xxxxxxx and Xxxx Xxxx (the "Consultants") and the Consultants each
hereby agrees to render services to the Company as its corporate consultant.
2. During the term of this Agreement.
(a) The Consultants shall provide advice to, and
consult with, the Company concerning strategic planning, corporate organization
and structure, acquisitions, mergers and other similar business combinations and
shall review and advise the Company regarding its overall progress, needs and
financial condition. Said advice and consultation shall be provided by the
Consultants to the Company in such form, manner and place as the Company
reasonably requests except that the Consultants shall provide such services from
such places and during such hours as may be determined by the Consultants.
(b) The services of the Consultants are non-
exclusive and subject to paragraph 5 hereof, and each Consultant may render
services of the same or similar nature, as herein described, to an entity whose
business is in competition with the Company, directly or indirectly.
3. The Company shall pay to the Consultants for their
consulting services hereunder the annual sum of five thousand shares of the
Company's Common Stock for the Term (as defined herein), which aggregate amount
of twenty five thousand shall be paid in advance upon the execution hereof. The
Company will also reimburse the Consultants, promptly upon receipt of invoices
therefore, for out-of-pocket expenses incurred in connection with its services
hereunder. All expenses in excess of $25.00 shall be approved in advance by the
Company.
4. The term of this Agreement shall be for five years
commencing on the date hereof (the "Term").
5. Neither Consultant will disclose to any other person, firm,
or corporation, nor use for his own benefit, during or after the term of this
Agreement, any trade secrets or other information designated as confidential by
the Company which is acquired by the Consultants in the course of performing
services hereunder. (A trade secret is information not generally known to the
trade which gives the Company an advantage over its
competitors. Trade secrets can include, by way of example, products or services
under development, production methods and processes, sources of supply, customer
lists, marketing plans and information concerning the filing or pendency of
patent applications).
6. The Company agrees to indemnify and hold each Consultant
(collectively, the "Indemnified Persons") harmless from and against all losses,
claims, damages, liabilities, costs or expenses (including reasonable attorneys'
and accountants' fees) joint and several arising out of the performance of this
Agreement, whether or not the Consultant is a party to such dispute. This
indemnity shall not apply, however, where a court of competent jurisdiction has
made a final determination that a Consultant engaged in gross recklessness
and/or willful misconduct in the performance of its services hereunder which
gave rise to the loss, claim, damage, liability, cost or expense sought to be
recovered hereunder (but pending any such final determination, the
indemnification and reimbursement provision of this Agreement shall apply and
the Company shall perform its obligations hereunder to reimburse the Consultant
for his expenses).
The provisions of this paragraph (6) shall survive the
termination and expiration of this Agreement.
7. This Agreement sets forth the entire understanding of the
parties relating to the subject matter hereof, and supersedes and cancels any
prior communications, understandings, and agreements between the parties. This
Agreement cannot be modified or changed, not can any of its provisions be
waived, except by written agreement signed by all parties.
8. This Agreement shall be governed by the laws of the State
of New York any dispute arising out of this Agreement shall be adjudicated in
the courts of the State of New York or in the federal court for the Southern
District of New York, and the Company hereby agrees that service of process upon
it by registered mail at the address shown in this Agreement shall be deemed
adequate and lawful.
9. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of May 15, 1997.
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Xxxxxxx X. Xxxxxxx
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Xxxx Xxxx
ACCEPTED AND AGREED to as of
this 15th day of May, 1997
THE TRANSLATION GROUP, LTD.
By:
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Name: Xxxxxxx X. Xxxxxx
Title: President
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