EXHIBIT 10.12
CONSULTING AGREEMENT
THIS AGREEMENT is made and entered into as of the 22nd day of January,
1999, by and between IT/IS, INC., a Texas corporation, having its principal
office in Houston, Texas ("COMPANY"), and XXXXXXXX X. XXXXXX, XX. AND XXXXX X.
XXXX, individuals, having their principal office in Houston, Texas
("CONSULTANTS").
WITNESSETH
WHEREAS, Company provides certain litigation support and related
services to Fortune 500 corporations and law firms;
WHEREAS, the services of Consultants, their experience and knowledge
of the affairs of the Company, and their reputation and contacts in the industry
are extremely valuable to the Company;
WHEREAS, the Company desires to avail itself of Consultants'
experience and knowledge of the industry to receive the benefits of their
management ability, reputation and contacts in the industry, and Consultants are
willing to advise and consult with the Company on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Company and Consultants hereby agree as follows:
1. RECITALS PART OF AGREEMENT. The foregoing recitals are made a part
of this Agreement.
2. CONSULTANTS TO ACT AS CONSULTANTS TO COMPANY FOR TERM ENDING
DECEMBER 31, 2000. The Company hereby retains Consultants and Consultants hereby
accept such retention as advisors to and consultants with the Company, and
Consultants agree to perform the services specified herein upon the terms and
conditions hereinafter set forth for a term beginning on the date above shown
(the "Effective Date") and ending on December 31, 2000, unless sooner terminated
as hereinafter provided.
3. CONSIDERATION. For the services rendered by Consultants pursuant to
this Agreement and as consideration for the agreements made by Consultants
herein, the Company shall compensate Consultants as follows:
(a) The Company shall reimburse Consultants for reasonable
out-of-pocket expenses incurred by Consultants on behalf of Company.
(b) The Company hereby grants to Consultants an option
("Option") to acquire 520,000 shares of Company's common stock, $____
par value ("Stock"), at an exercise price of $.12 per share
("Exercise Price"). The Option will commence on the Effective Date and
will expire on May 22, 2000. The Option may be exercised by
Consultants at any time prior to its expiration by the payment to
Company of $62,400.00 by check or wire transfer to the account of
Company. Consultants shall designate the exercise date ("Exercise
Date"), method of payment and the number of shares to be issued to
each Consultant in the notice of intent to exercise the Option,
which notice must be written and delivered to Company within ten (10)
days of the Exercise Date.
4. DELIVERY OF STOCK. The Company shall cause the delivery of the
Stock to Consultants upon receipt of the Exercise Price. When received by
Consultants, the Stock shall be fully-paid, non-assessable and free of any liens
or encumbrances of any kind but restricted as to transferability under the
federal securities laws. No later than fifteen (15) days after the Option is
exercised, the Company shall file a XX-0, XX-0, X-0 (or other applicable form)
registration with the Securities and Exchange Commission pursuant to which the
Company will register or qualify the Stock to the extent requisite to permit the
public offering and sale of the Stock and will use its best efforts to cause
such registration statement to become effective as promptly as practicable. The
Company shall bear all expenses incurred in connection with such registration
statement. Failure by the
Company to file a registration statement within the fifteen (15) days
described above shall entitle the Consultants to an additional Ten Thousand
(10,000) shares of Stock for each day the Company fails to file the appropriate
registration.
5. DUTIES. Consultants shall, during the term of this Agreement and
subject to the provisions hereof, serve the Company as consultants with such
powers and duties as may be prescribed from time to time by the Chief Executive
Officer of the Company. Consultants shall, during the term of this Agreement,
strive to enhance the business and opportunities of the Company and to pursue
diligently their duties and assignments at all times, employing and following
such methods and techniques in connection therewith as might be suggested or
requested by the Chief Executive Officer of the Company.
6. EXTENT OF SERVICE. During the term of this Agreement, Consultants
shall devote such time and efforts as necessary to the Company and to
performance of the services described in this Agreement. This Agreement does not
prohibit Consultants from participating in other business activities, provided
they are not in any way in competition with, or detrimental to, the Company.
7. DISCLOSURE OF INFORMATION. Consultants recognize that as
consultants to the Company, Consultants will occupy a position of trust with
respect to business information of a secret or confidential nature which is the
property of the Company and which may be imparted to Consultants from time to
time in the course of Consultants' duties. Consultants therefore agree that:
(a) Consultants shall not at any time, whether in the course
of Consultants serving as consultants hereunder or thereafter, use or
disclose directly or indirectly to any person outside of the Company
(or any affiliates thereof) any of such information;
(b) Consultants shall return promptly upon the termination of
Consultants serving as consultants hereunder to the Company at its
discretion and expense any and all copies (either prepared by the
Company or Consultants) of the records, drawings, materials, memoranda,
customer lists and other data pertaining to such secret or confidential
information; and
(c) The term "information of a secret or confidential nature"
shall mean information of any nature and in any form which at the time
or times concerned is not generally known to those persons engaged in
businesses similar to those conducted or contemplated by the Company
(other than by the act or acts of an employee not authorized by the
Company to disclose such information) and which relates to any one or
more of the aspects of the Company's business, including, but not
limited to patents and patent applications; inventions or improvements,
whether patentable or not; development projects; products; product
designs and the materials for products, policies, processes, formulas,
techniques, know-how and other facts relating to design, construction,
manufacturing or servicing of products or relating to materials for
products; policies, processes, formulas, techniques, know-how and other
facts relating to the businesses in which the Company is engaged;
advertising, promotions, financial matters, customers, customers'
lists, customers' purchase requirements for products and services and
other trade secrets.
8. NOTICES. Any notice required or permitted hereunder shall be
sufficient if in writing and if sent by certified mail, postage prepaid, return
receipt requested, to the addresses set forth on the execution page hereof, or
to such other address as may be designated by written notice similarly given by
either party to the other.
9. ASSIGNMENT. This Agreement may not be assigned by either party
without the prior written consent of the other.
10. AMENDMENTS. This Agreement may only be amended by a written
instrument captioned on its face as an "Amendment" hereto and duly executed by
the Company and Consultants.
11. APPLICABLE LAW. This Agreement and the rights and obligations of
the parties hereunder shall be governed by and construed in accordance with the
laws of the State of Texas.
12. BINDING EFFECT. This Agreement shall inure to the benefit of and
be enforceable against the Company and Consultants and their respective
successors, legal representatives, heirs and permitted assigns. This Agreement
shall specifically survive and be binding upon any entity into which Company may
be merged or combined, either upon agreement or by operation of law.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Consultants have executed this
Agreement as of the 22nd day of January, 1999.
COMPANY:
IT/IS, INC.
By: /s/ Xxxxxx Xxxx
----------------------------------------
Xxxxxx Xxxx
Chief Executive Officer
Address for Notices:
0000 Xxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
CONSULTANTS:
/s/ Xxxxx X. Xxxx
----------------------------
Xxxxx X. Xxxx
/s/ Xxxxxxxx X. Xxxxxx, Xx.
----------------------------
Xxxxxxxx X. Xxxxxx, Xx.
Address for Notices:
0000 Xxxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
AMENDMENT
WHEREAS, IT/IS, Inc. and Xxxxx X. Xxxxxx, Xx. and Xxxxx X. Xxxx (hereafter
"Consultants") signed a Consulting Agreement on January 22, 2000 (the
"Contract"), and
WHEREAS, IT/IS, Inc. and Consultants now wish to amend the Contract by
eliminating a sentence therefrom, and
NOW THEREFORE in consideration of the premises and the mutual covenants herein
contained it is agreed between IT/IS, Inc. and Consultants as follows:
The last sentence in section 4 "Delivery of Stock" of the Contract which reads
"FAILURE BY THE COMPANY TO FILE A REGISTRATION STATEMENT WITHIN THE FIFTEEN (15)
DAYS DESCRIBED ABOVE SHALL ENTITLE THE CONSULTANTS TO AN ADDITIONAL TEN THOUSAND
(10,000) SHARES OF STOCK FOR EACH DAY THE COMPANY FAILS TO FILE THE APPROPRIATE
REGISTRATION." is hereby voided, deleted and eliminated from the Contract in its
entirety.
No other charges are made to the Contract.
Agreed and amended this 10th day of May 2000.
IT/IS, INC.
By /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, CEO
CONSULTANTS:
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
/s/ Xxxxxxxx X. Xxxxxx, Xx.
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Xxxxxxxx X. Xxxxxx, Xx.
