CONSULTANT AGREEMENT
This Agreement is made and entered into as of the 28th day of
September, 1999, between ObjectSoft Corporation, a Delaware corporation ( the
"Company") and Xxxxxxx X.
Xxxxx ("Consultant").
In consideration of and for the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties agree as follows:
1. Purpose. The Company hereby employs the Consultant during
the Term (as defined below) to render consulting advice to the Company and its
investors in connection with investor relations and similar matters, upon the
terms and conditions as set forth herein.
2. Term. This Agreement shall be effective for a period of two
years (the "Term") commencing on the date hereof and shall be terminable by the
Company at its will at any time upon five business days' written notice.
3. Duties of Consultant. During the term of this Agreement,
the Consultant shall provide the Company with such regular and customary
advisory services as is reasonably requested by the Company, provided that the
Consultant shall not be required to undertake duties not reasonably within the
scope of the services contemplated by this Agreement. In performance of these
duties, the Consultant shall provide the Company with the benefits of
Consultant's best judgment and efforts. It is understood and acknowledged by the
parties that the value of the Consultant's advise is not measurable in any
quantitive manner, and the Consultant shall be obligated to render advice, upon
the request of the Company, in good faith, but shall not be obligated to spend
any specific amount of time in doing so. The Consultant's duties may include at
the Company's request, but will not necessarily be limited to:
1. Assisting in the Company's investor relations;
2. Assisting in the Company's financial public relations;
3. Assisting the Company in distributing its public information
disclosures;
4. Assisting the Company in obtaining financial media coverage,
i.e. in The Wall Street Journal, The New York Times, Business Week, Forbes and
technology publications.
Notwithstanding the foregoing, it is understood and
acknowledged by the parties that the Consultant shall not render advice and/or
services to the Company in any manner, directly or indirectly, that is in
connection with the offer or sale of securities in a
capital raising transaction or that could result in market making.
4. Expenses. The Company, upon receipt of appropriate
supporting documentation, shall reimburse the Consultant for any and all
pre-approved reasonable out-of-pocket expenses incurred by him in connection
with services requested by the Company, including, but not limited to, all
charges for travel, printing costs and other expenses spent on the Company's
behalf.
5. Compensation. For services to be rendered by the Consultant
hereunder, on the date hereof the Consultant shall receive 300,000 shares of the
Company's common stock, par value $.0001 per share (the "Shares"). Consultant
represents to the Company that (a) he is not a registered broker-dealer; (b) he
is not affiliated with any registered broker-dealers; and (c) he does not
purchase or sell securities or structure the purchase or sale of securities for
third parties as his business. In the event of termination as provided in
Article 2, compensation received by Consultant prior to termination shall not be
refundable.
6. Further Agreements. Because of the nature of the services
being provided by Consultant hereunder, Consultant acknowledges that he may
receive access to Confidential Information (as defined in Section 7 hereof) and
that, as a consultant to the Company, he will attempt to provide advice that
serves the best interests of the Company. Because of the uniqueness of this
relationship, the Consultant covenants and agrees that, with respect to the
Shares that he receives, Consultant shall, at all times that he is the
beneficial owner of such shares, vote such shares on all matters coming before
him as a stockholder of the Company in the same manner as the majority of the
Board of Directors of the Company shall recommend.
7. Confidentiality. Consultant acknowledges that as a
consequence of his relationship with the Company, he may be given access to
confidential information which may include the following types of information:
financial statements and related financial information with respect to the
Company and its subsidiaries (the "Confidential Financial Information"), trade
secrets, products, product development, product packaging, future marketing
materials, business plans, certain methods of operations, procedures,
improvements, systems, customer lists, supplier lists and specifications, and
other private and confidential materials concerning the Company's business
(collectively, "Confidential Information").
Consultant covenants and agrees to hold such Confidential
Information strictly confidential and shall only use such information solely to
perform his duties under this Agreement, and Consultant shall refrain from
allowing such information to be used in any way for his own private or
commercial purposes. Consultant shall also refrain from disclosing any such
Confidential Information to any third parties. Consultant further agrees that
upon termination or expiration of this Agreement, he will return all
Confidential Information and copies thereof to the Company and will destroy all
notes, reports and other material prepared by or for him containing Confidential
Information. Consultant understands and agrees that the
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Company might be irreparably harmed by violation of this Agreement and that
monetary damages may be inadequate to compensate the Company. Accordingly, the
Consultant agrees that, in addition to any other remedies available to it at law
or in equity, the Company shall be entitled to injunctive relief to enforce the
terms of this Agreement.
Notwithstanding the foregoing, nothing herein shall be
construed as prohibiting Consultant from disclosing any Confidential Information
(a) which at the time of disclosure, Consultant can demonstrate either was in
the public domain and generally available to the public or thereafter becomes a
part of the public domain and is generally available to the public by
publication or otherwise through no act of the Consultant; (b) which Consultant
can establish was independently developed by a third party who developed it
without the use of the Confidential Information and who did not acquire it
directly or indirectly from Consultant under an obligation of confidence; (c)
which Consultant can show was received by him after the termination of this
Agreement from a third party who did not acquire it directly or indirectly from
the Company under an obligation of confidence; or (d) to the extent that the
Consultant can reasonably demonstrate such disclosure is required by law or in
any legal proceeding, governmental investigation, or other similar proceeding.
8. Severability. If any provision of this Agreement shall be
held or made invalid by a statute, rule, regulation, decision of a tribunal or
otherwise, the remainder of this Agreement shall not be affected thereby and, to
this extent, the provisions of this Agreement shall be deemed to be severable.
9. Governing Law; Venue; Jurisdiction. This Agreement shall be
construed and enforced in accordance with and governed by the laws of the State
of New York, without reference to principles of conflicts or choice of law
thereof. Each of the parties consents to the jurisdiction of the U.S. District
Court sitting in the Southern District of the State of New York or the state
courts of the State of New York sitting in Manhattan in connection with any
dispute arising under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on forum non
conveniens, to the bringing of any such proceeding in such jurisdictions. Each
party hereby agrees that if another party to this Agreement obtains a judgment
against it in such a proceeding, the party which obtained such judgment may
enforce same by summary judgment in the courts of any country having
jurisdiction over the party against whom such judgment was obtained, and each
party hereby waives any defenses available to it under local law and agrees to
the enforcement of such a judgment. Each party to this Agreement irrevocably
consents to the service of process in any such proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to such party
at its address set forth herein. Nothing herein shall affect the right of any
party to serve process in any other manner permitted by law. Each party waives
its right to a trial by jury.
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10. Miscellaneous.
1. Any notice or other communication between
parties hereto shall be sufficiently given if sent by certified or registered
mail, postage prepaid, if to the Company, addressed to it at Continental Plaza
III, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000, Attention: Xxxxx X. X.
Xxxxx, Chairman, facsimile number: (000) 000-0000, or if to the Consultant,
addressed to him at 00 Xxxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxx 00000 facsimile number:
(000) 000-0000, or to such address as may hereafter be designated in writing by
one party to the other. Any notice or other communication hereunder shall be
deemed given three days after deposit in the mail if mailed by certified mail,
return receipt requested, or on the day after deposit with an overnight courier
service for next day delivery, or on the date delivered by hand or by facsimile
with accurate confirmation generated by the transmitting facsimile machine, at
the address or number designated above (if delivered on a business day during
normal business hours where such notice is to be received), or the first
business day following such delivery (if delivered other than on a business day
during normal business hours where such notice is to be received).
2. This Agreement embodies the entire Agreement
and understanding between the Company and the Consultant and supersedes any and
all negotiations, prior discussions and preliminary and prior arrangements and
understandings related to the central subject matter hereof.
3. This Agreement has been duly authorized,
executed and delivered by and on behalf of the Company and the Consultant.
4. This Agreement and all rights, liabilities
and obligations hereunder shall be binding upon and inure to the benefit of each
party's successors but may not be assigned without the prior written approval of
the other party.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date hereof.
OBJECTSOFT CORPORATION
By: /s/ Xxxxx X.X. Xxxxx
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Xxxxx X.X. Xxxxx, Chairman
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Consultant
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