CONSULTING AGREEMENT
Exhibit
10.01
Agreement
made this 1st
day of
December 2005 by and between FRMO CORP., a Delaware corporation, having an
office at 000 Xxxxxxxx Xxxx, Xxxxxxxxxxxxx, X.X. 00000 (“FRMO”) and FROMEX
EQUITY CORP., a Delaware corporation, having an office at 000 Xxxxx Xxxxxx,
Xxxx
000, Xxx Xxxxxxxx, X. Y. 10801 (“FROMEX’).
WHEREAS
A. FROMEX
was incorporated in the State of Delaware on August 31, 2005 by FRMO for the
purpose of reaching a contractual arrangement between parent and subsidiary
corporations, which is now to be specified in this Agreement in place of any
agreement or understanding previously discussed or reached, which are superseded
by this Agreement;
B. FROMEX
agrees to perform consulting and management services to FRMO and FRMO agrees
to
pay FROMEX 10% of its cash receipts in consideration thereof, as hereinafter
set
forth;
NOW
THEREFORE,
in
consideration of the mutual covenants herein contained, it is hereby agreed
as
follows:
l. Term.
This
Agreement shall commence on December 1, 2005 and continue in effect until
February 28, 2007 and for each twelve (12) month period thereafter unless
terminated or amended by an instrument in writing signed by both parties hereto
on or before January 15th
preceding the end of a respective term.
2. Services.
FROMEX
agrees to provide such management services, as requested by FRMO, for the
administrative aspects of FRMO’s business activities, based on its current
operations. This, however this shall not include the services rendered by FRMO
itself to its customers which produce the cash receipts it receives from its
customers nor shall it include the research or business development activities
of FRMO’s officers. FROMEX’s services shall include operating, bookkeeping and
personnel responsibilities and periodic consulting with the chief financial
officer of FRMO on matters within the responsibility of said CFO.
3. Compensation.
FRMO
shall pay to FROMEX as its compensation an amount equal to ten (10%) percent
of
total cash receipts that FRMO receives from its customers during the term of
this Agreement. Said compensation shall only include the money received by
FRMO
in each three (3) month period beginning December 1, 2005 and shall not include
any receivable or accrual until the amount is actually received. The payment
of
such compensation shall be made at the close of the month following the end
of
said three month period less any advances which FRMO shall have made to FROMEX
on account of said compensation. The first period is the three months from
December 1, 2005 to February 28, 2006 and payment therefor shall be made on
or
before March 31, 2006.
4. Arbitration
and Choice of Laws.
The
laws of the State of New York shall govern this Agreement, without regard to
the
conflict of laws principles thereof. The parties irrevocably agree that all
disagreements or controversies in any way, manner or respect, arising out of
or
related to this Agreement shall be resolved by binding arbitration in New York
City in accordance with the Rules of the American Arbitration Association.
Each
party hereby consents and submits to the jurisdiction of the American
Arbitration Association and hereby waives any rights the party may have to
transfer or change the venue of any such dispute. The prevailing party in any
arbitration in connection with this Agreement shall be entitled to recover
from
the other party all costs and expenses, including without limitation reasonable
fees of attorneys and paralegals, incurred by such party in connection with
any
such arbitration or court proceeding to enforce the award made in the
arbitration proceeding. Each party consents to the jurisdiction of the Supreme
Court of the State of New York, County of New York to enforce any such
arbitration result.
5. Further
Assurances.
The
parties shall execute and deliver such further instruments and do such further
acts and things as may be required in good faith to carry out the intent and
purpose of this Agreement.
6.
Binding
on Successors.
This
Agreement shall be binding on, and inure to the benefit of, the parties hereto,
their successors and assigns.
7. Severability.
If any
provision of this Agreement or its application to any circumstance shall be
finally determined by any court of competent jurisdiction to be invalid or
unenforceable then the same is hereby declared to be severable and the remainder
of this Agreement and the application of such provisions or circumstances other
than so determined to be invalid or unenforceable shall not be affected
hereby.
8. Effect
of Waiver or Consent.
A
waiver or consent, express or implied, to or of any breach or default by any
party in the performance by that party of its obligations hereunder is not
a
consent or waiver to or of any other breach or default in the performance by
that party of the same or any other obligations of that party. Failure on the
part of a party to complain of any act or omission or to declare any party
in
default hereunder, irrespective of how long that failure continues, does not
constitute a waiver by that party of its rights with respect to that
default.
9. Supersedes
Prior Agreement.
This
Agreement shall supersede any prior agreement or understanding made by the
parties prior to the date hereof and constitutes the entire agreement between
the parties with respect to the subject matter. This Agreement is not intended
to confer upon any person other than the parties hereto any rights or remedies
hereunder.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be executed as of the date first
above written.
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FRMO
CORP.
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| By | /s/ Xxxxxx Xxxxx | |
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Xxxxxx
Xxxxx, CEO
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| By | /s/ Xxxxxx Xxxxxxx | |
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Xxxxxx
Xxxxxxx, President
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Fromex
Dir: Consulting
Agreement FRMO-Fromex 2-06
