Consulting Agreement
EXHIBIT
10.14
This
Consulting Agreement (the "Agreement") is entered into as of this 2nd day of
April, 2008, by and between Visual Management Systems, Inc., a Nevada
corporation, with its principal place of business at 0000 Xxxxxxxxxx Xxx Xxxxx
Xxxxx X, Xxxx Xxxxx, XX 00000 (the “Company”) and Xxx Xxxxxx Xxxx, an individual
("Consultant").
Recitals
WHEREAS,
the Company is in need of guidance and consultation with respect to its digital
video surveillance and digital video recorder (“DVR”) businesses;
WHEREAS,
the Company requires access to the expertise of the Consultant as to certain
strategic elements of the digital video surveillance industry; and
WHEREAS,
Consultant has agreed to make himself reasonably available to provide consulting
services to the Company in connection with its digital video surveillance and
DVR businesses as requested by the Company;
NOW,
THEREFORE, the parties hereby agree as follows:
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Consultant's
Services. Consultant shall make himself reasonably available by telephone
to the Company during regular business hours during the Term (as defined
below) of this Agreement, subject in all respects to his other business
obligations, to provide to the Company professional consulting services in
connection with its digital video surveillance and DVR businesses and
other related activities as reasonably requested from time to time (the
“Consulting Services”). In providing the Consulting Services as
described in this Agreement, Consultant shall give the Company full access
to his range of knowledge and professional contacts in the digital video
surveillance industry, with a view towards the Company
leveraging his industry relationships to expand its DVR and digital video
surveillance product distribution, and increase its fully integrated
system install revenue.
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1.
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Compensation.
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1.1.
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Base
Compensation. In consideration for the Consulting Services to
be performed by Consultant under this Agreement, the Company will pay
Consultant the annualized sum of $75,000.00. During the first
nine (9) months of this Agreement, payment shall be made to Consultant in
equal monthly installments on the last day of each calendar month during
which this Agreement is effective, and thereafter, payment shall be made
to Consultant in equal quarterly installments on the first day of each
quarter during which this Agreement is effective.
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1.2.
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Expenses. Consultant
shall be responsible for all his own normal business
expenses. Extraordinary expenses must be submitted to the
Company for approval or no reimbursement shall occur for any reason
whatsoever.
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2.
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Independent
Contractor. Nothing herein shall be construed to create an
employer-employee relationship between the Company and Consultant.
Consultant is an independent contractor and not an employee of the Company
or any of its subsidiaries or affiliates. The consideration set forth in
Section 2 shall be the sole consideration due Consultant for the services
rendered hereunder. It is understood that the Company will not withhold
any amounts for payment of taxes from the compensation of Consultant
hereunder. Consultant will not represent to be or hold himself out as an
employee of the Company. The parties hereto acknowledge that
Consultant is a licensed and practicing attorney-at-law, currently
practicing with the law firm Xxxx & Xxxx P.C. Notwithstanding anything
to the contrary contained in this Agreement, Consultant shall in no way be
prohibited, restricted or otherwise limited from practicing law or
otherwise providing legal services of any kind or nature to any person or
entity, whether directly or indirectly through any firm or
organization.
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3.
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Confidentiality. In
the course of performing the Consulting Services, the parties recognize
that Consultant may come in contact with or become familiar with
information which the Company or its subsidiaries or affiliates may
consider confidential. This information may include, but is not limited
to, information pertaining to the Company’s business and technology
systems, which information may be of value to a competitor. Consultant
agrees to keep all such information confidential and not to discuss or
divulge it to anyone other than appropriate Company personnel or their
designees.
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4.
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Term.
This Agreement shall commence on April 2, 2008 and shall terminate on
April 1, 2012 (the “Term”).
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5.
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Company
Contract Default. In the event that the Company fails to
perform any obligations or otherwise breaches any agreement under the
terms of that certain Unsecured Convertible Promissory Note, issued by the
Company and dated as of the date hereof (the “Note”), and such failure or
breach constitutes an “event of default” (as such term is defined in the
Note) under such Note, then in any such case, Consultant shall have the
right, exercisable by delivery of written notice thereof to the Company in
accordance with Section 7 of this Agreement, to immediately terminate this
Agreement and all of his obligations hereunder without liability of any
kind. In addition, in the event this Agreement is terminated by
Consultant prior to the end of the Term pursuant to this Section 6, then
notwithstanding such termination, the Company shall immediately pay to
Consultant an amount equal to the full amount of compensation that
Consultant would have received under this Agreement for the remaining Term
hereof had this Agreement not been so terminated.
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6.
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Notice. Any
notice or communication permitted or required by this Agreement shall be
deemed effective when personally delivered or deposited, postage prepaid,
in the first class mail of the United States properly addressed to the
appropriate party at the address set forth below or delivered via
facsimile to the appropriate party at the facsimile number set forth below
(so long as delivery of such facsimile to the correct facsimile number is
evidenced by electronic
confirmation).
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Notices
to Consultant:
Xxx
Xxxxxx Xxxx
Facsimile:
(000) 000-0000
2
Notices
to the Company:
Visual
Management Systems, Inc.
0000
Xxxxxxxxxx Xxx Xxxxx Xxxxx X
Xxxx
Xxxxx, XX 00000
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7.
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Miscellaneous.
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7.1.
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Entire
Agreement and Amendments. This Agreement constitutes the entire
agreement of the parties with regard to the subject matter hereof, and
replaces and supersedes all other agreements or understandings, whether
written or oral. No amendment or extension of the Agreement shall be
binding unless in writing and signed by both parties.
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7.2.
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Binding
Effect, Assignment. This Agreement shall be binding upon and
shall inure to the benefit of Consultant and the Company and to their
respective successors and assigns. Nothing in this Agreement
shall be construed to permit the assignment by either party hereto of
either of the respective parties rights or obligations hereunder, and any
such assignment is expressly prohibited without the prior written consent
of the other party hereto. Any attempted or purported
assignment in violation of this Section 8.2 shall be void and of no force
or effect.
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7.3.
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Governing
Law, Severability. This Agreement shall be governed by the laws
of the State of New York, without regard to the conflicts of laws
principles thereof. The invalidity or unenforceability of any provision of
the Agreement shall not affect the validity or enforceability of any other
provision.
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[Signature
page follows]
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IN
WITNESS WHEREOF, the parties hereto have set their hands this 2nd day of
April, 2008.
Visual
Management Systems, Inc.
By:
_____________________________________________
Xxxxx
Xxxxxxxx, Chief Executive Officer
_____________________________________________
Xxx
Xxxxxx Xxxx, Consultant
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