Consulting Agreement
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THIS AGREEMENT made this 18th day of September, 1997, between Video Lottery
Technologies, Inc., and its subsidiary corporations, 0000 Xxxxx 0xx Xxx.,
Xxxxxxx, XX 00000 (collectively the "Company"), and IEP Advisors, Inc., 0000
Xxxxxxxxxxxx Xxxxxx XX, 00xx Xxxxx, Xxxxxxxxxx, XX 00000 ("IEP").
The parties agree as follows:
Section 1: Scope of Work. IEP shall assist the Company in expanding its
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international activities by:
A) Identifying potential new markets for the Company and its affiliates
to enter;
B) Providing political analysis relevant to market entry in targeted
countries, including identifying and establishing contact with key
decision-makers in target countries;
C) Conducting surveys in new markets for potential local partners;
D) Assisting the Company and its affiliates in preparing and submitting
proposals and bids in new markets; and
E) Evaluating the viability of obtaining outside equity and debt
financing from both private and public sources to support the Company
and its affiliates in their international expansion plans.
Section 2: Compensation.
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A) In consideration of IEP's performing its services hereunder, the
Company shall pay IEP a monthly fee of $15,000, payable within twenty
(20) days after the submission by IEP of a monthly invoice with a
description of the services rendered during the preceding month by IEP
hereunder.
B) The Company shall reimburse IEP its actual expenses incurred in
carrying out the activities described in Section 1 above, including
costs of travel, telephone and post charges, and printing costs. IEP
shall provide the Company with appropriate documentation to support
each expense.
Section 3: Term. Subject to the annual approval of this Agreement by the
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Company's Board of Directors, this Agreement will otherwise continue on a
month-to-month basis, and may be terminated by either party, for any reason,
upon 30 days written notice of intent to terminate to the other party.
Section 4: During the term hereof, IEP agrees to use its best efforts, skill,
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knowledge and experience in the performance of its services hereunder; and IEP
will not directly or indirectly maintain any business or financial interests, or
engage in any business or financial activities, or perform similar type services
as provided hereunder which conflict with the interests of the Company or
otherwise interfere with IEP's ability to fully discharge its services
hereunder. IEP also agrees not to disclose, either during the term hereof or
thereafter, any unpublished or confidential proprietary information concerning
the business of the Company obtained by IEP hereunder.
Section 5:
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A) It is understood that IEP will perform its services hereunder as an
independent contractor, and that it is not an employee, agent or legal
representative of the Company for any purpose.
B) This agreement is not assignable by IEP.
C) Nothing in this Agreement shall prejudice or alter the rights of
either party under any other valid existing or future agreements
between these parties.
Section 6. IEP hereby acknowledges that it has received and read the Company's
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Code of Conduct and agrees to abide by its provisions. IEP further agrees that
its employees and agents rendering services on behalf of the Company will be
provided a copy of the Code of Conduct and that such persons will likewise abide
by its provisions.
Section 7. It is understood that the IEP services to be provided hereunder shall
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be separate and distinct from (i) any services otherwise being or to be provided
by Xxxxxxx X. Xxxx, (in his capacity as an individual and not as Chairman of
IEP), whose relationship with the Company as a consultant is covered by a
separate agreement; and (ii) Xx. Xxxx'x duties and responsibilities as a
Director and Chairman of the Board of Directors of the Company.
Section 8. IEP understands that: (i) the Company and its directors, officers,
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employees and consultants are subject to investigation and regulation by
governmental regulatory agencies; (ii) IEP's engagement hereunder is subject to
review and approval by the Company's Compliance Committee; ( in addition to
approval by the Board of Directors) and (iii) IEP's engagement hereunder is
subject to the maintenance in good standing of its status with such agencies.
Section 9. This Agreement shall not be modified except in writing signed by both
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parties hereto.
IEP ADVISORS INC. VIDEO LOTTERY TECHNOLOGIES, INC.
By: /s/Xxxxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxxxxxx
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Title: Chairman Title: CFO
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O:\USER\XXXXX\LAW\IEP2-97.AGT
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