EXHIBIT 10.32
Exhibit A
CONSULTING AGREEMENT
CONSULTING AGREEMENT ("Agreement") is entered into this ________ day of July,
2000 for services to begin as of September 1, 2000 between Hadron, Inc.
("Hadron" or the "Company"), a New York corporation with its principal place of
business at 0000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx, and X.X. Xxxxxx
Enterprises, Inc. ("SAGE"), a Delaware corporation located at 0000 Xxx Xxxx
Xxxxx, XxXxxx, Xxxxxxxx.
WHEREAS, Hadron is a publicly held company, principally providing
services in the areas of information technology and military intelligence
support;
WHEREAS, Hadron has determined that it is in the best interests of its
shareholders and management to further develop its investor relations program;
WHEREAS, Hadron has determined that it wishes to have the advice,
supervision and assistance from Xxxxx Xxxxxx; and
WHEREAS, SAGE is owned by S. Xxxxx Xxxxxx ("Xxxxxx") and has as its
basic business the rendering of communications, management and marketing
consulting services to corporations, with a specialization in the field of
investor relations;
NOW, THEREFORE, the parties agree as follows:
1. Hadron hereby retains the services of SAGE to conceptualize, develop,
supervise, implement and maintain an investor relations program for Hadron.
The services to be performed under this Agreement are described on Schedule
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1 hereto. Hadron will pay SAGE a nonrefundable engagement fee to retain
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its services of $50,000; such fee to be paid no later than December 1,
2000.
a) SAGE and its representatives shall comply with and adhere to
directives, policies and procedures of Company which are disclosed to SAGE
and shall not disclose any confidential or non-public information regarding
Company without Company's prior written consent. Company acknowledges that
it must provide accurate information in order to permit SAGE to provide its
services.
b) SAGE shall maintain and provide to Company records sufficient to show
actual hours worked each month.
c) SAGE shall perform the services hereunder in accordance with
reasonable standards
of care and diligence.
2. Hadron shall pay to SAGE a monthly retainer of $4,800 per month for up to
32 hours of services per month to be performed by Xxxxxx to be scheduled by
mutual agreement. The monthly retainer will be paid on or before the first
business day of each month in advance. This fee is based upon a standard
$150/hour billing rate. A failure to make timely payment, after notice by
SAGE and a ten day opportunity to cure, will result in the remainder of the
Agreement term's payments becoming immediately due and payable. If and/or
when, in any month, Hadron exhausts the 32 hours of retained services, then
Hadron will be notified and offered the option of continuing to use SAGE
services at the standard hourly rate or postponing the continuation of such
SAGE services and/or projects until the following month. Hadron shall
approve such additional hours, if requested, in writing in advance of such
services being rendered. Out-of-pocket expenses and travel and
entertainment incurred by SAGE which are pre-approved by Hadron or are
within the normal policies of Hadron, will be separately billed and paid
within two weeks of the date of submission.
3. SAGE will report to the President and CEO of Hadron.
4. Neither SAGE nor any affiliate of SAGE will, directly or indirectly,
employ, engage as a contractor, attempt to employ, solicit, or encourage to
leave Hadron any individuals employed by Hadron or its subsidiaries prior
to August 31, 2002. The covenants in this paragraph 2 shall be construed as
agreements independent of any other provisions of any other agreement
between SAGE and Company. SAGE hereby acknowledges that breach of any
covenant contained in Section 4 would cause irreparable injury to Company.
Therefore, SAGE hereby agrees that the covenants contained in this section
may be specifically enforced through injunctive relief; however, the right
to injunctive relief shall not preclude Company from obtaining any other
legal remedy available to it. If any action at law or in equity is
necessary for Company to enforce the provisions of this Agreement and
Company prevails in such action, Company shall be entitled to reasonable
attorney's fees, costs and necessary disbursements in addition to any other
relief to which it may be entitled.
5. This Agreement shall continue, along the same terms and conditions, until
August 31, 2002 except that the indemnification obligations shall survive
termination of this Agreement for actions taken by SAGE during the term of
this Agreement. This Agreement may be terminated by the Company prior to
the expiration of this term only upon the gross negligence or willful
misconduct by SAGE or upon a breach of this Agreement by SAGE which has not
been cured within ten (10) days after notice by Company to SAGE describing
such breach or upon the cessation or inability of Xxxxxx to perform the
services hereunder on behalf of SAGE for any reason, including death,
disability or retirement. This agreement may be terminated by SAGE upon
sixty days written notice to the Company. If SAGE terminates the Agreement,
then Company is obligated to pay only those fees and reimbursements
incurred up to the date of termination.
6. In the sole discretion of Company, Company may make bonus payments to SAGE,
in cash or in stock options, for exceptional contributions to the Company.
Any such bonus shall be at the recommendation of the President and CEO to
the Board of Directors.
7. Hadron hereby agrees that any and all third-party vendor agreements to
supply goods and/or services to Hadron will be made directly between these
vendors and Hadron, and SAGE shall not be named in, referred to or be
contractually bound by any such contracts or agreements. Neither SAGE nor
its officers or representatives shall have any right or authority at any
time to enter into any contract or binding commitment of any nature on
behalf of Company, whether oral or written.
8. Hadron shall indemnify and hold SAGE harmless from and against any and all
causes of action, claims, costs, liabilities, expenses, attorneys' fees or
damages arising from SAGE's performance of its duties as described herein,
except however where such claims, etc. are a result of a breach by Sage of
its obligations hereunder or SAGE's gross negligence or willful misconduct.
9. Each party represents to the other that it has full power and authority to
execute, deliver and perform this agreement; all necessary corporate action
on its part for the execution, delivery and performance of this agreement
by it has been duly taken; this agreement has been duly authorized and
executed by it; it is a legal, valid and binding agreement, enforceable
against such party in accordance with its terms.
10. Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be mailed by certified mail, return
receipt requested, or delivered against receipt to the party to whom it is
to be given at the address of such party set forth in the preamble to this
agreement (or to such other address as the party shall have furnished in
writing in accordance with the provision of this paragraph).
11. This agreement shall be binding upon and inure to the benefit of the
parties' successors in interest. This agreement shall not be assignable by
either party hereto without the written consent of the other party. This
agreement shall be governed by and interpreted in accordance with the laws
of the Commonwealth of Virginia. The party prevailing in any judicial
proceeding between the parties hereto shall be awarded its costs and
expenses, including reasonable attorneys' fees.
12. A waiver by any party of a breach of any provision of this agreement shall
not operate as or be construed to be a waiver of any other breach of such
provision or of any breach of any other provision of this agreement. The
failure of a party to insist upon strict adherence to any term of this
agreement of one or more occasions shall not be considered a waiver or
deprive that party of the right thereafter to insist upon strict adherence
to that term of any other term of this agreement. Any waiver or
modification of this agreement must be in writing.
13. In the performance of the services, it is mutually agreed that SAGE is at
all times acting and
performing as an independent contractor. Neither SAGE nor any of its
employees or representatives shall be deemed an employee of Company for any
purpose whatsoever, and shall not be eligible to participate in any benefit
program provided by Company for its employees, except as otherwise provided
herein or in the Employment Agreement Amendment of even date between Xxxxxx
and Company. Company shall have no responsibility for the payment to or on
behalf of SAGE of any wages and salaries, taxes, withholding payments,
penalties, fees, fringe benefits, professional liability insurance
premiums, contributions to insurance and pension or other deferred
compensation plans (including but not limited to workers' compensation and
Social Security obligations, and licensing and certification fees and
expenses), nor will Company have any responsibility for the filing of any
documents, forms and returns pertinent to all of the foregoing. SAGE agrees
to pay any and all taxes, withholding payments, penalties, fees, social
security obligations and similar obligations arising as a result of
payments under this Consulting Agreement.
14. This Agreement sets forth and is intended to be an integration of all of
the promises, agreements, conditions, understandings, covenants, warranties
and representations among the parties with respect to the subject matter
hereof and there are no promises, agreements, conditions, understandings,
covenants, warranties or representations, oral or written, express or
implied, among the parties, with respect to the subject matter hereof other
than as set forth herein. Any and all prior agreements among the parties,
with respect to the subject matter hereof, are hereby superseded.
HADRON, INC.
By ________________________________
Xxx X. Xxxxx, President & CEO
X.X. XXXXXX ENTERPRISES, INC.
By ________________________________
S. Xxxxx Xxxxxx, President
