EXHIBIT 10.3
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made and entered into as of May
1, 2005, by and between Datameg Corporation, a Delaware corporation (the
"Company"), and Xxxxxx Xxxxxx (the "Consultant").
W I T N E S S E T H :
WHEREAS, the Company recognizes that the Consultant possesses unique knowledge
and experience concerning the Company's business and operations and, as a
result, the Company desires to contract with the Consultant to provide certain
consulting services to the Company; and
WHEREAS, the Consultant has agreed to perform the consulting services desired by
the Company for the compensation and subject to and upon all of the other terms,
conditions and provisions of this Agreement.
NOW THEREFORE, in consideration of the foregoing, of the mutual promises
contained herein and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
Section 1. Consulting Services. During the Term (as defined herein) and at
such times and places as the Company may from time to time reasonably request,
the Consultant agrees to furnish consulting and general business advisory
services relating to the operation of the business of the Company, its
subsidiaries and affiliates (the "Consulting Services"). All Consulting
Services shall be performed at mutually convenient times during normal business
hours.
Section 2. Term. The Consulting Services provided by the Consultant
hereunder shall be for a term of twelve (12) months (the "Term") beginning on
the date hereof and ending on April 30, 2006, unless earlier terminated upon the
following events: (a) termination of this Agreement by the Consultant for any
reason, or (b) termination of this Agreement by the Company for Cause (as
defined below). For purposes of this Agreement, "Cause" means conviction of, or
a plea of nolo contendere to, a felony or crime involving moral turpitude or any
other act involving dishonesty, disloyalty or fraud with respect to the Company.
Except with respect to a termination for Cause, the Company shall not have the
power to revoke, terminate or cancel this agreement.
Section 3. Compensation. During the Term, the Consultant shall receive a
monthly consulting payment equal to $12,500 (the "Consulting Fee") on the 1st
day of each month, beginning on the date hereof.
Section 4. Independent Contractor. In providing the Consulting Services,
the parties acknowledge and agree that the Consultant is acting only as an
independent contractor and is not providing such Consulting Services as an
employee of the Company or in any other capacity. The Consultant shall be
responsible for payment of all taxes with respect to the Consulting Fee or any
other payments payable hereunder. This Agreement shall not be construed to
create any partnership or joint venture between the Company and the Consultant.
Section 5. Successors. The Company may assign its rights and obligations
under this Agreement to any successor to all or substantially all the assets of
the Company, by merger or otherwise, and may assign or encumber this Agreement
and its rights hereunder as security for indebtedness of the Company.
Section 6. Enforcement. The provisions of this Agreement shall be regarded
as divisible, and if any of such provisions or any part thereof is declared
invalid or unenforceable by a court of competent jurisdiction, the validity and
enforceability of the remainder of such provisions or parts hereof and the
applicability thereof shall not be affected thereby.
Section 7. Amendment. This Agreement may not be amended or modified at any
time except by a written instrument executed by the Company and the Consultant.
Any attempted amendment or modification without such approval and execution
shall be null and void ab initio and of no effect.
Section 8. Governing Law. This Agreement and the rights and obligations
hereunder shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts, without regard to principles of conflict of laws
of Massachusetts or any other jurisdiction.
Section 9. Notice. Notices given pursuant to this Agreement shall be in
writing will be effective immediately upon delivery if delivered in person (or
by facsimile with confirmation of receipt) or three (3) days after mailing by
United States first class mail, postage prepaid and addressed as follows:
If to the Company:
Datameg Corporation
0 Xxxx Xxxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: Chief Executive Officer
Facsimile No.: (000) 000-0000
If to the Consultant:
Xxxxxx Xxxxxx
0 Xxxxxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
Facsimile No.: (000) 000-0000
or to such other address as the party to be notified shall have given to the
other in accordance with the notice provisions set forth in this Section 9.
Section 10. No Waiver. No waiver by either party at any time of any breach
by the other party of, or compliance with, any condition or provision of this
Agreement to be performed by the other party shall be deemed a waiver of similar
or dissimilar provisions or conditions at any time.
Section 11. Headings. The headings contained herein are for reference only
and shall not affect the meaning or interpretation of any provision of this
Agreement.
Section 12. Entire Agreement. No agreement or representation, oral or
otherwise, express or implied, with respect to the subject matter hereof has
been made by either party which is not set forth expressly in this Agreement.
Section 13. Consultant Representations. The Consultant hereby represents
and warrants to the Company that (a) the Consultant's execution and delivery of
this Agreement and his performance of his duties and obligations hereunder will
not conflict with, or cause a default under, or give any party a right to
damages under, or to terminate, any other agreement to which the Consultant is a
party or by which he is bound and (b) there are no agreements or understandings
that would make unlawful the Consultant's execution or delivery of this
Agreement or his engagement hereunder.
IN WITNESS WHEREOF, the parties have executed this Consulting Agreement as an
instrument under seal in multiple counterparts, each of which shall be deemed
one and the same instrument, as of the day and year first written above.
Datameg Corporation
By:/s/ Xxxx XxXxxxx
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Xxxx XxXxxxx
President and Chief Executive Officer
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
