Exhibit 99.6
January 25, 2006
Xx. Xxx Xxxxxxxx
X.X. Xxx 000
Xxxxxxxx, Xxx Xxxx 00000
Dear Xx. Xxxxxxxx:
The agreement shall set forth the terms pursuant to which Xxx Xxxxxxxx
("Advisor") will provide Services, as hereinafter defined, to Xxxxxxxx
Consulting Group, Inc., a Delaware corporation, and its subsidiaries
(collectively, "LCG").
1. (a) LCG hereby engages Advisor to provide services with respect to its
marketing efforts. Specifically, Advisor may, from time to time, introduce to
LCG potential consulting clients for LCG in the pharmaceutical, biotechnology,
chemical manufacturing and any other industries in which LCG is, from time to
time, engaged (the "Services").
(b) It is understood that Advisor may be engaged in other business
activities and nothing in the Agreement shall require either Advisor to make any
introduction to LCG or LCG to perform services for or enter into any agreement
with any party introduced to LCG by Advisor.
(c) In performing the Services, Advisor shall report to such senior
executive officer as may, from time to time, be designated by LCG's president
and chief executive officer. Advisor shall not have any authority to execute
contracts or make any commitments on behalf of LCG.
2. (a) As compensation for Advisor's services hereunder, LCG shall pay
Advisor a commission equal to five percent (5%) of the revenues recognized by
LCG from any client or customer which is introduced by Advisor to LCG. A client
or customer shall be deemed to be introduced by Advisor if the client or
customer was introduced to LCG by Advisor, the customer or client is located
outside of Puerto Rico, and LGC had not performed services for the client or
customer during the two years prior to the introduction. Revenues shall mean
thirty five percent (35%) of all revenues, determined in accordance with
generally accepted accounting principles consistently applied, derived from the
client or customer introduced by Advisor to LCG.
(b) Payment pursuant to Section 2(a) shall be made on a quarterly basis,
based on revenue recognized by LCG during the fiscal quarter. Not later than
twenty (20) days after the end of each fiscal quarter, LCG shall provide Advisor
with a schedule identifying the client and the revenue recognized from such
client during the quarter. Revenue shall be recognized in the fiscal quarter in
which it is recognized under generally accepted accounting principles
consistently applied in LCG's filings with the Securities and Exchange
Commission. LCG shall continue paying the commission until the later of (a)
termination or expiration of the purchase order or contract directly associated
with Advisor's Services or (b) as long as LCG is recognizing revenue from the
client or customer during the three-year period commencing on the date of this
Agreement, and LCG's payment obligation shall survive any termination of this
Agreement.
3. Advisor shall be entitled to reimbursement of any out-of-pocket expenses
incurred by him in connection with his activities hereunder provided that
Advisor provides LCG with signed vouchers or other satisfactory evidence of the
occurrence of such expenses. Advisor is required to obtain approval, in advance,
from LCG for any out-of-pocket expenses in excess of $150 in the aggregate.
4. (a) Advisor recognizes and acknowledges that during the course of
performing the Services he may acquire information regarding LCG and LCG's
business methods, technology, products, plans and clients and other information
which is not publicly known and which LCG regards as proprietary to it and
treats such information as if it were proprietary. Without limiting the
generality of the foregoing, confidential information includes all proprietary
know-how, use and applications know-how, technical information, any information
or other information contained in any patent application, regardless of whether
a patent is ever issued with respect to such application, and all other
information relating to the LCG's services and those of its clients. Prior to
delivering any confidential information to Advisor, LCG shall advise Advisor of
the confidential nature of the material, and Advisor may assume that all
information which is not specially identified as confidential prior to
disclosure to Advisor is not subject to these confidentiality restrictions.
(b) Advisor agree that he will not, at any time, whether during or within
two years after the Term, disclose to any person or use, directly or indirectly,
for Advisor's own benefit or the benefit of others, or aid or assist others in
using any confidential information, or permit any person to examine or make
copies of any document which may contain or is derived from confidential
information; provided, however, that if Advisor's agreement with a particular
client or customer provides for a longer non-disclosure period, such longer
period shall apply to the client's or customer's confidential information.
(c) In the event that Advisor is, pursuant to, or required by, applicable
law, regulation or legal process, to disclose any of the confidential
information, Advisor will notify LCG promptly so that LCG may, at its cost, seek
a protective order or other appropriate remedy or, its sole discretion, waive
compliance with the terms of this Section 4. Advisor shall not disclose any
confidential information until the court has made a ruling as long as such
failure to disclose does not subject Advisor to personal liability. In the event
that no such protective order or other remedy is obtained, or in the event that
LCG waives compliance with the terms of this Section 4, Advisor will furnish
only that portion of the confidential information which it is advised by counsel
is legally required and will exercise all reasonable efforts to obtain reliable
assurance that confidential treatment will be accorded the confidential
information.
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(d) Advisor shall, upon completion of the Services or upon termination of
Advisor's engagement with LCG, or earlier at the request of LCG, turn over to
LCG or destroy all documents, papers, computer disks or other material in
Advisor's possession or under Advisor's control which may contain or be derived
from confidential information. To the extent that any confidential information
is on Advisor's hard drive or other storage media, he shall, upon the request of
LCG, cause either such information to be erased from his computer disks and all
other storage media or otherwise take reasonable steps to maintain the
confidential nature of the material.
5. It is expressly agreed that LCG and Advisor are acting as independent
contractors. Neither party shall be deemed to an employer, employee, agent,
partner or joint venturer of the other. No party has authority to enter into
agreements on behalf of any other party or to bind any other party in any way.
6. This Agreement shall be for a term of one (1) year from the date hereof
(the "Term").
7. Any notices required or permitted to be sent hereunder shall be in writing
and shall be sent by certified or registered mail, return receipt requested, or
by messenger or overnight courier which provides evidence of delivery, or by
telecopier or similar means of communication if the receipt is acknowledged or
if a copy thereof is sent in the manner provided in this Section 7. Notices
shall be sent to the addresses or telecopier number set forth on the signature
page of this above or to such other address as a party may designate by notice
pursuant hereto. Notices shall be effective upon the date when delivery is
either effected or refused.
8. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, successes and assigns. Neither this
Agreement nor any term thereof may be amended, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party against whom
the enforcement of such amendment, waiver, discharge, or termination is sought.
This Agreement comprises the entire agreement and understanding between the
parties hereto and there are no additional agreements or understandings of any
kind either written or oral which relate to the subject matter hereof.
9. This Agreement, and the respective rights, duties and obligations of the
parties pursuant to this Agreement, shall be governed and construed in
accordance with the laws of the State of New York applicable to agreements
executed and to be performed wholly within such state without regard to
principles of conflicts of law. Each party hereby (i) irrevocably consents and
agrees that any legal or equitable action or proceeding arising under or in
connection with this Agreement may be brought in any federal or state court
situated in New York County, New York, (ii) irrevocably submits to and accepts,
with respect to its properties and assets, generally and unconditionally, the in
personam jurisdiction of the aforesaid courts and waives the defense of an
inconvenient forum to the maintenance of such action or proceeding, and (iii)
agrees that service in any such action may be made either (x) by mailing or
delivering a copy of such process to such party in the manner set forth in
Section 7 of this Agreement, other than by facsimile transmission, or (y) by any
other manner permitted by law.
10. If any one or more of the provisions of this Agreement shall be held to be
invalid illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions or any part thereof shall not in any
way be affected or impaired thereby.
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11. This Agreement may be executed in counterparts.
If the foregoing correctly sets forth your understanding of the matters
set forth above, would you please signify your agreement thereto by signing a
copy of this letter in the space provided below and returning it to us,
whereupon this letter will become a binding agreement between Advisor and LCG.
Very truly yours,
Signature Address and Telecopier No.
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XXXXXXXX CONSULTING GROUP, INC.
on its own behalf and on behalf of its subsidiaries,
including Plaza Consulting Group, Inc.
By:___________________________________
Name:
Title:
ACCEPTED AND AGREED THIS
25TH DAY OF JANUARY, 2006
______________________________________
XXX XXXXXXXX
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