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EXHIBIT 10.26
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is entered into as of the 1st
day of August 1995, by and between ALFIN, INC., a New York corporation ("Alfin")
and CECE SA, a French corporation (the "Consultant").
RECITALS
Alfin desires to secure Consultant's participation in the business of
Alfin providing the services of Xxxx Xxxxx ("JF"), as a consultant and
Consultant desires to provide such services.
NOW, THEREFORE, in consideration of these recitals and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Consulting Services. Subject to the terms and conditions stated
herein, Alfin agrees to retain Consultant to render consulting services as an
independent contractor and Consultant accepts such position. Consultant's
consulting services shall relate to all aspects of the business of Alfin.
Nevertheless, Consultant is not - and will not - be deemed responsible for the
consequences of JF's work within Alfin.
Consultant shall cause JF to devote his business time and
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efforts to performance of these consulting duties; provided, however, that Alfin
recognized that JF will be present in the United States no more than 180 days in
any calendar year and that JF and Consultant have other consulting commitments
to clients.
2. Term. The term of Consultant's consulting services shall commence on
the date hereof and continue on a month to month basis until Alfin or
Consultant shall notify the other of its termination of this Agreement on no
less than 90 days prior written notice.
3. Compensation. Compensation shall be an amount determined in
accordance with the provisions set forth in Schedule A.
4. Independent Contractor. Consultant is an independent contractor and
Alfin shall not have any obligation to any person or entity for complying with
any federal or state income tax, social security tax, unemployment tax or other
tax requirement with respect to Consultant, except as to any required
information filing with federal and state taxing authorities concerning
compensation paid to Consultant pursuant to this Agreement.
5. Binding Nature. This agreement shall be binding upon and inure to
the benefit of the parties hereto. The instrument contains the entire agreement
of the parties. It may be changed or amended only in a writing signed by both
parties.
6. Severability, Invalidity or Unenforceability. The severability,
invalidity or unenforceability of any section, paragraph or part of any
paragraph herein shall not in any way affect the validity or enforceability of
any other paragraph or any part of any other paragraphs.
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7. Notices. Any notice required or permitted to any party hereunder
shall be deemed properly furnished if it is sent by prepaid, certified or
registered mail, with return receipt requested to the parties at the following
addresses:
If to Alfin Alfin, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention:
If to Consultant CECE S.A.
00/00 xxx Xxxxx Xxxxx
00000 Xxxxxxxx
XXXXXX
Attention: X. XXXXXXXX
8. Headings. The headings or captions of sections or paragraphs
herein are used for convenience of reference only and shall be ignored in the
construction and interpretation hereof.
9. Governing law. This Agreement shall be construed and governed
under the laws of the State of New York.
IN WITNESS WHEREOF, Consultant and Alfin have each caused this
Agreement to be sealed and executed in their name and by their respective duly
authorized officials the day and year first above written.
ALFIN, INC. CECE, S.A.
[STAMP]
By: /s/ XXXXXX XXXXXXXX By: /s/ Xxxxxx XXXXXXXX
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SCHEDULE A
COMPENSATION
(a) Alfin shall pay to Consultant for the performance of the
consulting services at an annualized rate of $216,000 per annum, payable
monthly at $18,000 per month.
(b) Consultant shall be reimbursed by Alfin for reasonable
documented out-of-pocket expenses incurred in carrying out the consulting
services provided for herein. Such expenses will include travel, interim
overnight living accommodations of JF while working at Alfin offices,
long-distance communication charges and similar expenses as well as mandated
French social employment charges (equivalent to U.S. social security,
unemployment and other like charges). Office facilities and services will be
made available to Consultant as required from time to time in the performance
of Consultant's duties.
(c) Consultant shall maintain records of JF's time expended and
documentation of all expenses.
ALFIN INC.
000 XXXXX XXXXXX
0xx XXXXX
XXX XXXX, XX 00000
