CONSULTANT AGREEMENT
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This Agreement is made and entered into as of the 24th day of April, 2003,
between Citadel Security Software, Inc. and CEOcast, Inc. (the "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
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defined below) to render Investor Relations services to the Company, upon
the terms and conditions as set forth herein.
2. Term. This Agreement shall be effective for a six-month period (the "Term")
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commencing on the date hereof.
3. Duties of Consultant. During the term of this Agreement, the Consultant
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shall provide to the Company those services outlined in Exhibit A.
Notwithstanding the foregoing, it is understood and acknowledged by the
parties that the Consultant: (a) shall perform its analysis and reach its
conclusions about the Company independently, and that the Company shall
have no involvement therein; and (b) 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
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documentation, shall reimburse the Consultant for any and all reasonable
out-of-pocket expenses incurred by it 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. The
Company shall immediately pay such expenses upon the presentation of
invoices. Consultant shall not incur more than $500 in expenses without the
express consent of the Company.
5. Compensation. For services to be rendered by the Consultant hereunder, the
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Consultant shall receive from the Company upon the signing of the
Agreement: (a) $7,500 (the "Retainer"), which shall represent the first
month's payment under the Agreement and (b) 38,000 shares of fully-paid
non-assessable stock. The company agrees, at its expense, to register such
shares in its next registration statement, to be first filed with the
Securities and Exchange Commission no later than June 1, 2003. In addition,
the Company shall pay Consultant on or before the 24th day of each month
for May, June, July, August, September $7,500 plus expenses outlined in
Section 4.
5. Further Agreements. Because of the nature of the services being provided by
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Consultant hereunder, Consultant acknowledges that if it may receive access
to Confidential Information (as defined in Section 6 hereof ) and that, as
a consultant to the Company, it will attempt to provide advice that serves
the best interest of the Company. Because of the uniqueness of this
relationship, the Consultant covenants and agrees that, with respect to the
Common Stock that it receives. Consultant shall, at all times that it is
the beneficial owner of such shares, vote such shares on all matters coming
before it as a stockholder of the Company in the same manner as the
majority of the Board of Directors of the Company shall recommend.
6. Confidentiality. Consultant acknowledges that as a consequence of its
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relationship with the Company, it 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 its duties under this Agreement, and Consultant
shall refrain from allowing such information to be used in any way for
its 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, it will return all Confidential Information and
copies thereof to the Company and will destroy all notes, reports and
other material prepared by or for it containing Confidential
Information. Consultant understands and agrees that the 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 it 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.
Severability. If any provision of this Agreement shall be held or made
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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.
7. Governing Law; Venue; Jurisdiction. This Agreement shall be construed and
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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 in the Southern District of New York 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 it 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.
8. Miscellaneous.
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(a) 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 0000 X. Xxxxxxx
Xxxxxxxxxx, Xxxxx 000, Xxxxxx, XX 00000 or if to the Consultant,
addressed to it at CEOcast, Inc., 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Administrator, 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).
(b) 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.
(c) This Agreement has been duly authorized, executed and delivered by and
on behalf of the Company and the Consultant.
(d) 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.
CITADEL SECURITY SOFTWARE, INC.
By:
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CEOCAST, INC.
By:
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1.Monthly interview on xxxxxxx.xxx that will be distributed to over 275,000
opt-in software investors registered on our Internet site.
2. Company featured on the Home Page of our Internet site for one week each
quarter.
3. The writing and distribution of press releases to over 275,000 opt-in
software investors.
4. Company covered in our award-winning weekly newsletter.
5. Calls to 200 brokers on each news release. These brokers can buy small-cap
securities in particular.
6. Meetings with small-cap brokerage firms and brokers to develop support for
the company's stock and research coverage.
7. Dedicated investor line to handle call volume.
8. Strategic advice and other customary IR services.
9. Helping the company obtain appearances at small-cap brokerage
conferences.
10. Meetings with micro-cap institutional investors.
