EXHIBIT 6(q)
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is made as of November 7,
2002, by and between SearchHelp, Inc., a Delaware corporation with an office
located at 0000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx (the "Company") and Oyster
Bay East Norwich School District (the "District").
W I T N E S S E T H
WHEREAS, the District is desirous of having the Company provide its
expertise and assistance in organizing and creating a not-for-profit technology
training vehicle for the education of its students (the "Services"); and
WHEREAS, the Company desires to perform such Services for the District on
the terms and conditions set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and the premises and covenants set
forth herein, each of parties agrees as follows:
1. SERVICES. Subject to the terms and conditions set forth in this
Agreement, the District engages the Company to provide the services listed on
Schedule A attached hereto (the "Services"). In connection with becoming a
charitable organization, there is no guarantee that the Internal Revenue Service
will arrive at a determination that the entity created is a charitable
organization. The Company may from time to time, make changes in the scope of
the Services to be performed under this Agreement and these changes, to be
effective, shall be in writing and mutually agreed to by the Company and the
Company, with both parties being reasonable in their approval of any changes to
the duties and responsibilities of the Company.
2. TERM. This Agreement shall commence on the date written above and shall
terminate upon completion of the Services.
3. COMPENSATION. The Company shall xxxx the District for Services to be
performed by the Company in accordance with the amounts set forth on Schedule A.
Prior to the commencement of Services, the District shall pay to the Company a
retainer of twenty (20%) of the consulting fee as set forth on Schedule A. The
remainder of the consulting fee shall be due and payable upon completion of the
Services. Notwithstanding the foregoing, the participation and services rendered
to the District by the Company are not predicated upon receiving the fee set
forth in Schedule A; provided, that the District shall use its best efforts, in
conjunction with the Company, to raise the fee from various outside and
fundraising sources.
4. LIMITATION ON LIABILITY. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING
WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, DATA OR USE, INCURRED BY THE
DISTRICT OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF
THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In any and
all events, the Company's aggregate and cumulative liability for damages under
1
this Agreement with respect Services provided to any District in connection with
this Agreement shall be limited, and in no event exceed the amount of fees paid
to the Company by the District.
5. FORCE MAJEURE. Neither party shall be responsible for any failure to
perform or for any delay in performance of the Services where the failure or
delay is due to acts of God or the public enemy, war, riot, embargo, fire,
explosion, sabotage, flood, accident, strikes, lockouts or other labor
disturbances, orders or decrees of any competent governmental or regulatory
body, or any circumstance of like or different character beyond such party's
control.
6. GOVERNING LAW. This Agreement shall be interpreted, construed, governed
and enforced according to the laws of the State of New York without giving
effect to the conflicts of law rules that would cause the application of the
laws of any jurisdiction other than the internal laws of the State of New York
to the rights and duties of the parties hereto. The parties hereby consent to
and submit to the jurisdiction of the federal and state courts located in Nassau
County, New York.
7. NOTICES. All notices hereunder shall be in writing and shall be validly
given, made or served (i) if in writing and delivered personally; (ii) five days
after being sent first class certified or registered mail, postage prepaid; or
(iii) one day after being sent by nationally recognized overnight courier to the
party for whom intended at the addresses as set forth above or at such other
address as may be provided.
8. WAIVER. No waiver of any provisions of this Agreement shall be valid
unless it is in writing and signed by the person or entity against whom it is
sought to be enforced. The failure of any party at any time to insist on strict
performance of any condition, promise, agreement, or understanding contained
herein shall not be construed as a promise, agreement or understanding at any
future time.
9. SEVERABILITY; HEADINGS. Each provision of this Agreement shall be
considered severable to the extent that if any one provision or clause conflicts
with existing or future applicable law, or is not given full force and effect
because of such law, such conflict or unenforceability shall not affect any
other provision of this Agreement which, consistent with such law, shall remain
in full force and effect. All such conflicting provisions shall be modified or
reformed only to the extent required for compliance with any applicable laws.
All surviving clauses shall be construed so as to effectuate the purpose and
intent of the parties. The headings of paragraphs herein are included solely for
convenience or reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement.
10. ASSIGNMENT. The interest of a party hereto may not be assigned or
transferred without the prior written consent of all other parties.
Notwithstanding the foregoing, this Agreement shall be binding upon any assignee
or successor.
11. COUNTERPARTS. This Agreement may be executed in one or more
counterparts which, taken together, shall constitute one and the same
instrument, and this Agreement shall become effective when one or more
counterparts, of which facsimile signatures are acceptable, have been signed by
each of the parties. It shall not be necessary in making proof of this Agreement
or any counterpart hereof to account for more than one such counterpart.
2
IN WITNESS WHEREOF, each of the parties has executed this Agreement as of
the date first above written.
SEARCHHELP, INC.
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------------
Xxxxxxx Xxxxxxxx
President
OYSTER BAY EAST NORWICH SCHOOL DISTRICT
By: /s/ Xx. Xxxxxx Xxxxxxxxxx
----------------------------------
Xx. Xxxxxx Xxxxxxxxxx
Superintendent of Schools
3
SCHEDULE A
SERVICES
--------
ORGANIZATION OF YOUR ORGANIZATION
---------------------------------
We will work with you to:
* search names that are available for your organization,
* file the documentation with the appropriate government agencies to
register your organization,
* develop a set of by-laws by which your organization can operate,
* obtain tax identification numbers for opening bank accounts,
* create employment applications for use in attracting, recruiting and
hiring appropriate personnel, and
* develop procedures for complying with U.S. Immigration and
Naturalization Service requirements
BECOMING A CHARITABLE ORGANIZATION
----------------------------------
We will work with you to:
* develop a three (3) year budget for your organization,
* file the necessary documentation (Form 1023, Form 872-C, and Form
8718) to qualify, if applicable, as a charitable organization under
Internal Revenue Code Section 501(c)(3),
* file the necessary documentation to be exempt from sales taxes, and
The cost for providing such Services is: $5,000
ADDITIONAL SERVICES TO BE NEGOTIATED
------------------------------------
* file the necessary annual reports (Form 990) required of charitable
organizations
* help in obtain grants for the organization.
* assist in the running of the organization with proper internal
controls and
* recommend improvements and changes in the operation of the
organization and its business
* develop statistics and marketing surveys for your organization and
your community.
* structure the composition of committees and board members in
accordance with the goals of your organization,
* help in the formulation of committees and the selection of members of
the board to oversee those committees,
* help in the drafting of minutes of meetings.
4
