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EXHIBIT 10.23
THE SOURCE INFORMATION MANAGEMENT COMPANY
00000 Xxxxxxx Xxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
August 31, 1998
Xx. Xxxxxxx X. Xxxxx
Monness, Crespi, Xxxxx & Co., Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Herb:
Re: Financial Consulting Agreement
The purpose of this letter is to set forth the agreement between
Xxxxxxx X. Xxxxx ("Consultant") and The Source Information Management Company,
Inc. (the "Company"). The Company recently completed a registered underwritten
public offering of its common stock (the "Offering"). Consultant participated in
the Offering, particularly in introducing the Company to, and causing the
purchase of the Company's common stock by, certain institutional investors.
Consultant has advised the Company that Consultant's business relates
principally to providing investment services, information and advice to
institutional investors. The Company wishes to continue to encourage
institutional investors to take an interest in the Company's common stock, and
Consultant has offered the Company his services in assisting the Company in
continuing to maintain such institutional interest.
Therefore, the Company and Consultant agree as follows.
1. Engagement of Consultant. The Company hereby engages and retains
Consultant to render to the Company the financial services described in Section
2 (the "Financial Services") for the period commencing on the date hereof and
ending November 25, 2000 (the "Consulting Period").
2. Description of Financial Services. The Financial Services rendered
by Consultant hereunder shall consist of: (a) consultations with management of
the Company regarding the interest of institutional investors in acquiring and
holding the Company's common stock, as
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August 31, 1998
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determined by Consultant to be appropriate or requested by the Company from time
to time during the term of this Agreement.
Consultant's duties may include, but will not be limited to, providing
recommendations concerning the following financial and related matters:
A. Rendering advice and assistance in
connection with the preparation of annual and interim
reports and press releases; and
B. Assisting in the Company's financial
public relations with institutional investors.
3. Payment for Services Rendered. The Company agrees to pay Consultant
for the Financial Services to be rendered hereunder, and Consultant wishes to
accept as his compensation therefor, a warrant for the purchase of 150,000
shares of common stock of the Company, in substantially the form and substance
of the warrant set attached to this agreement.
4. Disclaimer of Responsibility for Acts of the Company. In rendering
Consultant's services under this Agreement, Consultant shall act as an
independent contractor, and in no event shall Consultant act as the agent of the
Company. All final decisions with respect to acts of the Company, its
subsidiaries or its affiliates, whether or not made pursuant to or in reliance
on information or advice furnished by Consultant hereunder, shall be those of
the Company or such subsidiaries or affiliates, and Consultant shall under no
circumstances be liable for any expense incurred or loss suffered by the Company
as a consequence of such decisions.
5. Termination. Either Consultant or the Company may terminate this
Agreement at any time after November 25, 1998 by giving notice of termination to
the other. This Agreement shall terminate automatically upon the death of
Consultant. In the event of termination pursuant to this Section 5, neither
party shall have any rights or obligations hereunder after the date of such
termination, except for the confidentiality obligations of Consultant under
Section 6.
6. Confidentiality. Consultant will not disclose to any other person,
firm, or corporation, nor use for Consultant's own benefit, during or after the
term of this Agreement, any trade secrets or other information designated as
confidential by the Company which is acquired by Consultant in the course of
performing services hereunder. (A trade secret is information not generally
known to the trade which gives the Company an advantage over its competitors.
Trade secrets can include, by way of example, products or services under
development, production methods and processes, sources of supply, customer lists
and marketing plans.) Any information which is, at the time of disclosure by the
Company to Consultant hereunder or thereafter becomes, through no fault or
negligence of Consultant or Consultant's employees or agents,
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August 31, 1998
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generally available to the public will not be considered confidential
information for purposes of this Section.
7. Amendment. No amendment to this Agreement shall be valid unless such
amendment is in writing and is signed by the Company and Consultant.
8. Waiver. Any of the terms and conditions of this Agreement may be
waived at any time and from time to time in writing by the party entitled to the
benefit thereof, but a waiver in one instance shall not be deemed to constitute
a waiver in any other instance. A failure to enforce any provision of this
Agreement shall not operate as a waiver of the provision or of any other
provision hereof.
9. Severability. In the event that any provision of this Agreement
shall be held to be invalid, illegal or unenforceable in any circumstances, the
remaining provisions shall nevertheless remain in full force and effect and
shall be construed as if the unenforceable portion or portions were deleted.
10. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Missouri.
11. Notices. All notices, requests, payments, instructions, claims or
other communications hereunder shall be in writing and shall be deemed to be
given or made when delivered by Express, registered or certified mail or by next
business day courier to the following address or addresses or such other address
or addresses as the parties may designate in writing in accordance with this
Section:
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August 31, 1998
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If to the Company: 00000 Xxxxxxx Xxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: S. Xxxxxx Xxxxxx,
Chief Executive Officer
If to Consultant: c/o Monness, Crespi, Xxxxx & Co., Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
12. No Assignment. This Agreement shall not be assigned, nor shall the
obligations of Consultant hereunder be subcontracted, by Consultant, by
operation of law or otherwise.
If you are in agreement with the foregoing, please confirm your
agreement by signing both copies of this Agreement and returning one of the
fully executed copies to the undersigned.
Sincerely,
THE SOURCE INFORMATION
MANAGEMENT COMPANY
By:
S. Xxxxxx Xxxxxx
Chief Executive Officer
Confirmed and Agreed to:
-----------------------------
Xxxxxxx X. Xxxxx
Dated: As of August 31, 1998
