Consultant Agreement
Consultant Agreement, made effective as of as of __________, 1998
between Norttelco Nordic AS (the "Corporation"), and Xxxxx Xxxxxxxxx (the
"Consultant").
Whereas, the Corporation wishes to assure itself of the services of the
Consultant for the period provided in this Agreement, and the Consultant is
willing to provide its services to the Corporation for the period under the
terms and conditions hereinafter provided.
Now, Therefore, Witnesseth, that for and in consideration of the
premises and of the mutual promises and covenants herein contained, the parties
hereto agree as follows:
1. Engagement
The Corporation agrees to and does hereby engage the Consultant, and
the Consultant agrees to and does hereby accept engagement by the Corporation in
connection with the operation of the business and affairs of the Corporation,
for a three (3) year period commencing on _________, 1998 and ending on _______,
2001. The period during which Consultant shall serve in such capacity shall be
deemed the "Engagement Period" and shall hereinafter be referred to as such.
2. Services
2.1 The Consultant shall render to the Corporation the services
described below, with respect to which the Consultant shall apply his best
efforts and devote such time as shall be reasonably necessary to perform his
duties hereunder and advance the interests of the Corporation. The Consultant
shall report to the chief executive officer of the Corporation and to such
persons as the chief executive officer shall direct.
2.2 The services to be rendered by the Consultant to the Corporation
shall include the following:
2.2.1 Corporate Planning
a. Develop an in-depth familiarization with the
Corporation's business objectives and bring to its
attention potential or actual opportunities which
meet those objectives or logical extensions thereof.
b. Alert the Corporation to new or emerging high
potential forms of production and distribution which
could either be acquired or developed internally.
c. Comment on the Corporation's corporate development
including such factors as position in competitive
environment, financial performances vs. competition,
strategies, operational viability, etc.
d. Identify prospective suitable merger or acquisition
partners for the Corporation, perform appropriate
diligence investigations with respect thereto, advise
the Corporation with respect to the desirability of
pursuing such prospects, and assist the Corporation
in any negotiations which may ensue therefrom.
2.2.2 Financial Public Relations
a. Review and comments upon the Corporation's annual and
quarterly reports and other financial publications.
b. Bring to the Corporation's attention outstanding
examples of financial presentation in other
industries, including both overall reporting and
portions of reports.
c. Review and comment upon the Corporation's financial
public relations plan.
d. Keep the Corporation informed on any externally
originated information disseminated about it.
2.2.3 Business Strategies
a. Evaluate business strategies and recommend changes
where appropriate.
b. Critically evaluate the Corporation's performance in
view of its corporate planning and business
objectives.
2.2.4 Shareholder Relations
a. Review, comment on and advise the Corporation as to
responses to communications from shareholders.
b. Assist the Corporation in improving its shareholder
relations by developing long range programs for
shareholder communication.
c. Advise the Corporation as to selection of suitable
public relations counsel.
3. Compensation. For the services and duties to be rendered and performed
by the Consultant during the Engagement Period and in consideration of
the Consultant's having entered into his agreement, the Corporation
agrees to pay the Consultant an aggregate of $____________, which sum
shall be payable in equal monthly installments.
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4. Secrets
Consultant agrees that any trade secrets or any other like information
of value relating to the business of the Corporation or any of its affiliates
has an ownership interest of more than twenty-five percent (25%), including but
not limited to, information relating to inventions, disclosures, processes,
systems, methods, formulae, patents, patent application, machinery, materials,
research activities and plans, costs of production, contract forms, prices
volume of sales, promotional methods, list of names or classes of customers,
which he has heretofore acquired during his engagement by the Corporation or any
of its affiliates or which he may hereafter acquire during the Engagement Period
as the result of any disclosures to him, or in any other way, shall be regarded
as held by the Consultant in a fiduciary capacity solely for the benefit of the
Corporation, its successors or assigns, and shall not at any time, either during
the term of this Agreement or thereafter, be disclosed, divulged, furnished, or
made accessible by the Consultant to anyone, or be otherwise used by his except
in the regular course of business of the Corporation or its affiliates.
5. Assignment
This Agreement may be assigned by the Corporation as part of the sale
of substantially all of its business, provided, however, that the purchaser
shall expressly assume all obligations of the Corporation under this Agreement.
Further, this Agreement may be assigned by the Corporation to an affiliate,
provided that any such affiliate shall expressly assume all obligation of the
Corporation under this Agreement, and provided further that the Corporation
shall then fully guarantee the performance of the Agreement by such affiliate.
Consultant agrees that if this Agreement is so assigned, all the terms and
conditions of this Agreement shall be between assignee and himself with the same
force and effect as if said Agreement had been made with such assignee in the
first instance. This Agreement shall not be assigned by the Consultant without
the express written consent of the Corporation.
6. Survival of Certain Agreements
The covenants and agreements set forth in Article 4 and Article 5 shall
survive the expiration of the Engagement Period and shall all survive
termination of this Agreement and remain in full force and effect regardless of
the cause of such termination.
7. Notices
7.1 All notices permitted to be given hereunder shall be delivered by
hand, telecopier, or recognized courier service to the party to whom such notice
is required or permitted to be given hereunder. Any notices delivered to the
address designated for such delivery by such party, notwithstanding the refusal
of such party or other person to accept such delivery.
7.2 Any notice to the Corporation or to any assignee of the Corporation
shall be addressed as follows:
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Xxxxx Xxxxxx, President
Nordic Equity Partners
Ryensvingen 3
X.X. Xxx 000 Xxxxxxxxx
0000 Xxxx, Xxxxxx
7.3 Any notice to Consultant shall be addressed as follows:
7.4 Either party may change the address to which notice is to be
addressed, by notice as provided herein.
8. Applicable Law
This Agreement shall be interpreted and enforced in accordance with the
laws of New York.
9. Interpretation
Whenever possible, each Article of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
Article is unenforceable or invalid under such law, such Article shall be
ineffective only to the extent of such unenforceability or invalidity, and the
remainder of such Article and the balance of this Agreement shall in such event
continue to be binding and in full force and effect.
In Witness Whereof, the parties hereto have executed the above
Agreement as of the day and year first above written:
NORTELCO NORDIC AS
/s/ Xxxxx Xxxxxx
By: ------------------------------------------------
/s/ Goron Haggquist
------------------------------------
Xxxxx Xxxxxxxxx
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