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Exhibit 10.10
BITWISE DESIGNS, INC.
0000 Xxxxxxxxxx Xxxxx
Xxxxxxxxxxx, Xxx Xxxx 00000
(000) 000-0000
Dated: September 23, 1999
Xxxxxxxx Xxxxxxxx
00 Xxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxx 00000
Xx. Xxxxxxxx:
This letter, when executed by the parties hereto, will
constitute an agreement between Bitwise Designs, Inc., Xxxxxxxxxxxx.Xxx, LLC
(collectively referred to as the "Company") and Xx. Xxxxxxxx Xxxxxxxx
("Themelis"), pursuant to which the Company agrees to retain Themelis and
Themelis agrees to be retained by the Company under the terms and conditions set
forth below:
l. The Company hereby retains Themelis to perform general
advisory services related to the development of an Internet service company
under the name Xxxxxxxxxxxx.Xxx and the implementation of the business plan of
Authentidate, and Themelis hereby accepts such retention. In this regard,
subject to the terms set forth below, Themelis shall furnish to the Company
advice and recommendations with respect to such aspects of the business and
affairs of the Company as the Company shall, from time to time, reasonably
request upon reasonable notice. Nothing contained herein shall impose any
obligation on the Company to accept or adopt any proposal recommended by
Themelis.
2. As compensation for the services described in paragraph "l"
above, the Company shall issue to Themelis 20,000 Series B Common Stock Purchase
Warrants to purchase the common stock of Bitwise Designs, Inc., exercisable at
$1.375 per share. In addition to its compensation hereunder, the Company will
reimburse Themelis for any and all expenses incurred by Themelis, which has been
approved in writing by the Company, in the performance of its duties hereunder
and, Themelis shall account for such expenses to the Company. Such reimbursement
shall cumulate and be paid on a monthly basis.
3. In addition, Themelis shall hold itself ready to assist the
Company in evaluating and negotiating particular contracts or transactions, if
requested to do so by the Company, upon reasonable notice, and will undertake
such evaluations and negotiations upon prior written agreement as to additional
compensation to be paid by the Company to Themelis with respect to such
evaluations and negotiations.
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4. All obligations of Themelis contained herein shall be
subject to Themelis's reasonable availability for such performance, in view of
the nature of the requested service and the amount of notice received. Themelis
shall devote such time and effort to the performance of its duties hereunder as
Themelis shall determine is reasonably necessary for such performance.
5. Nothing contained in this Agreement shall limit or restrict
the right of Themelis to be a partner, director, officer, employee, agent or
representative of, or to engage in, any other business, whether of a similar
nature or not, nor to limit or restrict the right of Themelis to render services
of any kind to any other corporation, firm, individual or association.
6. Themelis will hold in confidence any confidential
information which the Company provides to Themelis pursuant to this Agreement
which is designated by an appropriate stamp or legend as being confidential.
Notwithstanding the foregoing, Themelis shall not be required to maintain
confidentiality with respect to information (i) which is or becomes part of the
public domain; (ii) of which it had independent knowledge prior to disclosure
not through any wrongful means; (iii) which comes into the possession of
Themelis in the normal and routine course of its own business from and through
independent non-confidential sources; or (iv) which is required to be disclosed
by Themelis by governmental requirements. If Themelis is requested or required
(by oral questions, interrogatories, requests for information or document
subpoenas, civil investigative demands, or similar process) to disclose any
confidential information supplied to it by the Company, or the existence of
other negotiations in the course of its dealings with the Company or its
representatives, Themelis shall, unless prohibited by law, promptly notify the
Company of such request(s) so that the Company may seek an appropriate
protective order.
7. This Agreement may not be transferred, assigned or
delegated by any of the parties hereto without the prior written consent of the
other party hereto except Themelis may assign this agreement to another
broker-dealer or delegate responsibilities hereunder to one or more employees or
agents.
8. The failure or neglect of the parties hereto to insist, in
any one or more instances, upon the strict performance of any of the terms or
conditions of this Agreement, or their waiver of strict performance of any of
the terms or conditions of this Agreement, shall not be construed as a waiver or
relinquishment in the future of such term or condition, but the same shall
continue in full force and effect.
9. This Agreement may be terminated by either party at any
time upon 30 days' notice. All obligations of the parties arising under
Paragraph 6, as well as any accrued obligations of the Company, shall survive
the termination of this Agreement.
10. Any notices hereunder shall be sent to the Company and to
Themelis at their respective addresses set forth above. Any notice shall be
given by registered or certified mail, postage prepaid, and shall be deemed to
have been given when deposited in the United States mail. Either party may
designate any other address to which notice shall be given, by giving written
notice to the other of such change of address in the manner herein provided.
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11. This agreement has been made in the state of New York and
shall be construed and governed in accordance with the laws thereof without
giving effect to principles governing conflicts of law.
12. This Agreement contains the entire agreement between the
parties, may not be altered or modified, except in writing and signed by the
party to be charged thereby, and supercedes any and all previous agreements
between the parties relating to the subject matter hereof.
13. This Agreement shall be binding upon the parties hereto
and their respective heirs, administrators, successors and permitted assigns.
If you are in agreement with the foregoing, please execute two
copies of this letter in the space provided below and return them to the
undersigned.
Yours truly,
BITWISE DESIGNS, INC.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: President
ACCEPTED AND AGREED TO
AS OF THE DATE FIRST
ABOVE WRITTEN:
/s/ Xxxxxxxx Xxxxxxxx
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XXXXXXXX XXXXXXXX
