EXHIBIT 99.4
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is between Xxxxxx X.
Xxxxxx (the "Consultant") and Dialog Group, Inc., a Delaware corporation (the
"Company"). The Consultant and the Company are also referred to in this
agreement as the "Parties."
WHEREAS, the Company needs research and interview services; and
WHEREAS, the Consultant is a specialist in the research and interview
field; and
WHEREAS, the Company desires to utilize the services of the Consultant
to provide design and practice advice
NOW THEREFORE, in consideration of the premises and mutual covenants
set forth in this Agreement, the Parties hereby agree as follows:
1. Scope of Services. The Company hereby retains the Consultant to
provide advice and guidance with respect to research and interviews. The
Consultant agrees to use his best efforts during the term of this Agreement to
represent the Company
2. Term. This Agreement shall become effective as of the date set forth
on the signature page of this Agreement, and shall continue for a period of
eight (8) months (the "Term").
3. Compensation; Grant of Stock Option. In consideration for services
provided by the Consultant to the Company under the terms of this Agreement, the
Company agrees to grant to the Consultant, upon the execution of this Agreement,
non-qualified stock options (the "Option") to purchase up to 2,300,000 shares
(the "Shares") of the Company's common stock (the "Common Stock") as set forth
below which shall fully vest immediately upon execution of this Agreement, at an
exercise price of $0.001 per share.
The specific terms of the Option shall otherwise be set forth in a
Non-Qualified Stock Option Agreement between the Company and the Consultant,
substantially in the form attached as Exhibit A to this Agreement. The Company
agrees to register the Shares upon signing of this agreement under the
Securities Act of 1933, as amended, pursuant to a registration statement filed
with the Securities and Exchange Commission on Form S-8 (or, if Form S-8 is not
then available, such other form of registration statement available).
4. Independent Contractor. The Consultants and the Company hereby
acknowledge that the Consultant is an independent contractor. The Consultant
agrees not to hold himself out as, nor shall he take any action from which
others might reasonably infer that the Consultant is a partner or agent of, or a
joint venturer with the Company. In addition, the Consultant shall take no
action, which, to the knowledge of the Consultant, binds, or purports to bind,
the Company to any contract or agreement.
5. Miscellaneous.
(a) Entire Agreement. This Agreement contains the entire
agreement between the Parties, and may not be waived, amended, modified
or supplemented except by agreement in writing signed by the Party
against whom enforcement of any waiver, amendment, modification or
supplement is sought. Waiver of or failure to exercise any rights
provided by this Agreement in any respect shall not be deemed a waiver
of any further or future rights.
-10-
(b) Governing Law. This Agreement shall be construed under the
internal laws of the State of New York, and the Parties agree that the
exclusive jurisdiction for any litigation or arbitration arising from
this Agreement shall be in New York City, N.Y.
(c) Successors and Assigns. This Agreement shall be binding
upon the Parties, their successors and assigns, provided, however, that
the Consultant shall not permit any other person or entity to assume
these obligations hereunder without the prior written approval of the
Company which approval shall not be unreasonably withheld and written
notice of the Company's position shall be given within ten (10) days
after approval has been requested.
(d) Indemnification. The Company shall indemnify the
Consultant for all losses or damages sustained (including reasonable
attorney fees and disbursements) as incurred by the Consultant arising
from the Consultant performing services under this Agreement.
(e) Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but which
when taken together shall constitute one agreement.
(f) Severability. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provision(s)
shall be excluded from this Agreement and the balance of this Agreement
shall be interpreted as if such provision were excluded and shall be
enforceable in accordance with its terms.
IN WITNESS WHEREOF, the Parties hereto have executed or caused this
Agreement to be executed as of the date set forth below.
Date: November 22, 2004 CONSULTANTS:
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Address for Notices:
0000 Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
November 19, 2004 COMPANY:
Dialog Group, Inc.
By: /s/ Xxxxx X. XxXxxxxxxxx
Xxxxx X. XxXxxxxxxxx, President
Address for Notices:
Twelfth Floor
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
-11-
