Exhibit 10.6
CONSULTING AGREEMENT
This Agreement, entered into as of _____________________,
1996, acknowledges and confirms the terms of our corporate finance agreement
(the "Agreement") as follows:
1. The Translation Group, Ltd., with its executive
offices located at 0000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (the
"Company"), hereby engages Xxxxxx-Xxxx Securities, Inc. (the "Consultant") and
Consultant hereby agrees to render services to the Company as its corporate
finance consultant, financial advisor and investment banker.
2. During the term of this Agreement.
(a) Consultant shall provide advice to, and
consult with, the Company concerning financial planning, corporate organization
and structure, financial matters in connection with the operation of the
business of the Company, private and public equity and debt financing,
acquisitions, mergers and other similar business combinations and shall review
and advise the Company regarding its overall progress, needs and financial
condition. Said advice and consultation shall be provided by Consultant to the
Company in such form, manner and place as the Company reasonably requests except
that Consultant shall provide such services from its principle place of business
during such hours as may be determined by Consultant.
(b) The services of Consultant are non-exclusive
and subject to paragraph 5 hereof, Consultant may render services of the same or
similar nature, as herein described, to an entity whose business is in
competition with the Company, directly or indirectly.
3. The Company shall pay to Consultant for its
consulting services hereunder the annual sum of Fifteen Thousand Three Hundred
Twenty Six Dollars and Sixty-Seven Cents ($15,326.67) for the Term (as defined
herein), which aggregate amount of Forty Five Thousand Nine Hundred Eighty
Dollars ($45,980) shall be paid at closing of the Company's initial public
offering ("Closing") pursuant to the Company's registration statement filed with
the Securities and Exchange Commission on Form SB-2, File No. 333-8857. The
Company will also reimburse Consultant, promptly upon receipt of invoices
therefore, for out-of-pocket expenses incurred in connection with its services
hereunder. All expenses in excess of $25.00 shall be approved in advance by the
Company.
4. The term of this Agreement shall be for three years
commencing on the Closing (the "Term").
5. Consultant will not disclose to any other person,
firm, or corporation, nor use for its own benefit, during or after the term of
this Agreement, any trade secrets or other information designated as
confidential by the Company which is acquired by Consultant in the course of
performing services hereunder. (A trade secret is information not generally
known to the trade which gives the Company an advantage over its competitors.
Trade secrets can include, by way of example, products or services under
development, production methods and processes, sources of supply, customer
lists, marketing plans and information concerning the filing or pendency of
patent applications).
6. The Company agrees to indemnify and hold Consultant,
its affiliates, control person, officers, employees and agents (collectively,
the "Indemnified Persons") harmless from and against all losses, claims,
damages, liabilities, costs or expenses (including reasonable attorneys' and
accountants' fees) joint and several arising out of the performance of this
Agreement, whether or not Consultant is a party to such dispute. This indemnity
shall not apply, however, where a court of competent jurisdiction has made a
final determination that Consultant engaged in gross recklessness and/or willful
misconduct in the performance of its services hereunder which gave rise to the
loss, claim, damage, liability, cost or expense sought to be recovered hereunder
(but pending any such final determination, the indemnification and reimbursement
provision of this Agreement shall apply and the Company shall perform its
obligations hereunder to reimburse Consultant for its expenses).
The provisions of this paragraph (6) shall survive the
termination and expiration of this Agreement.
7. This Agreement sets forth the entire understanding of
the parties relating to the subject matter hereof, and supersedes and cancels
any prior communications, understandings, and agreements between the parties.
This Agreement cannot be modified or changed, not can any of its provisions be
waived, except by written agreement signed by all parties.
8. This Agreement shall be governed by the laws of the
State of Florida any dispute arising out of this Agreement shall be adjudicated
in the courts of the State of Florida or in the federal court for the Southern
District of Florida, and the Company hereby agrees that service of process upon
it by registered mail at the address shown in this Agreement shall be deemed
adequate and lawful.
9. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of _______________, 1996.
XXXXXX-XXXX SECURITIES, INC.
By:________________________________
Name: Xxxxxx Xxxx
Title: President
ACCEPTED AND AGREED to this
_____ day of ___________, 1996
THE TRANSLATION GROUP, INC.
By:________________________________
Name: Xxxxxxx X. Xxxxxx
Title: President
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