EXHIBIT 10.26
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CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into this
1st day of July, 2002, by and between ADVANCED COMMUNICATIONS TECHNOLOGIES,
INC., a Florida corporation ("ADVC") arid XXXXXXX X. XXXXXX and/or BRISTOL
CAPITAL, LLC (collectively "Consultant," who, together with ADVC, shall
hereinafter be referred to as the "Parties").
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and benefits to be
derived by the Parties cooperation, and for other good and valuable
consideration the existence, sufficiency and receipt of which is hereby
acknowledged, the parties agree as follows:
1. CONSULTATION SERVICES. ADVC hereby agrees to retain Consultant who
agrees to perform the following services in accordance with the terms and
conditions set forth in this Agreement:
a. Consultant shall work at the direction of the Board and the Company's
executive officers (the "Officers") regarding dispute resolution, and settlement
negotiations including disputes with Advanced Communications Technologies
(Australia), Pty Ltd, Xxxxx Xxx and the Xxxxxxx/Xxxxxx lawsuit;
b. Consultant shall work at the direction of the Board and the Officers
regarding equity markets, the structure of any debt or equity offerings, mergers
and acquisitions and the communication with market makers anti other market
professionals;
c. Consultant shall assist as required to devise, implement and
coordinate, in cooperation with and at the direction of the Board and the
Officers, a corporate communications strategy to include the method and manner
of disseminating information in its SEC filings, Web Site development, News
Releases or other communications as determined by the Board and the Officers;
d. Consultant shall perform other services for ADVC as requested by and
at the direction of the Board and the Officers.
Consultant shall perform all of his services to ADC in, a good and
professional manner, in good faith and in accordance with the terms and
conditions of this Agreement. All such services shall be performed subject to
the direction of the Board and the Officers.
2. TERM OF THE AGREEMENT. This Consulting Agreement shall be in force for
a period of six months (the "Term") starting July 1, 2002 (the "Effective
Date"). This Agreement shall automatically be extended 90 days at a time unless
terminated as provided for in Section 9 hereto.
3. COMPENSATION FOR SERVICES. Consultant shall receive the following
compensation for his services to ADVC:
a. PRIOR SERVICES. As payment for all services tendered to ADVC by
Consultant prior to the Effective Date, Consultant shall be paid a $65,000 fee
upon execution of this Agreement, of which shall be paid $10,000 in cash from
available funds and the balance in restricted common stock at its fair market
value.
b. CONSULTING FEE. Consultant shall be paid a monthly consulting fee
equal to $10,000 from available funds commencing on the Effective Date. Any
accrued but unpaid fees owed to Consultant shall be reflected on the books and
records of ADVC.
c. TRANSACTION FEE. From time to time during the term of this
Agreement, Consultant may provide introductions to third parties positioned to
assist the Company in its operation or growth, such as, for example, financing
sources and/or acquisitions. In the event such introductions lead to a specific
transaction of which Consultant is the procuring cause, Consultant will be paid
a reasonable fee ("Transaction Fee") in consideration thereof, in addition to
the fees specified in this Section 3; provided that a written agreement between
the Company and Consultant regarding the amount and payment terms of the
Transaction Fee is executed by the parties. Such agreement shall be provided to
the Board for execution by Consultant at the time the transaction underlying the
Transaction Fees is proposed, or at such time as a written request is made by
Consultant to the Board requesting action on the underlying transaction as
proposed or introduced, or at such later time as agreed by Consultant and the
Board at that time.
4. EXPENSES. ADVC shall pay or promptly reimburse Consultant for all
out-of-pocket expenses which are reasonably incurred as a result of the services
provided by Consultant in connection with their performance hereunder, including
all travel expenses. Expenses in excess of $1,500 are to be approved by ADVC
prior to incurring them.
5. EMPLOYMENT OF OTHERS. ADVC may from time to time request that the
Consultant arrange for the services of others. The costs for such providers of
such services will be paid directly by ADVC. Consultant agrees such services may
only be retained directly by ADVC who shall approve, or not, any agreements made
with such providers.
6. INDEPENDENT CONTRACTOR. Consultant will perform his services in
accordance with this Agreement at such location as Consultant determines, in its
sole discretion. Consultant will act as an independent contractor in the
performance of his duties under this Agreement and will pay and be responsible
for all Federal and State payroll and other taxes on amounts, including stock,
he receives from ADVC.
7. NON-EXCLUSIVE NATURE OF CONSULTING ARRANGEMENT. Consultant shall
perform his services for the Company on a part time basis and shall devote such
time to his duties as are reasonably necessary. During the term of this
Agreement and thereafter, Consultant shall have the right to perform any
consulting or other services for any other person or entity so long as such
services do not conflict with his ability to perform the consulting services
described herein.
8. TERMINATION. This Agreement may be terminated upon 30 days written
notice by either Party during the Term of this Agreement.
9. INDEMNITY.
a. ADVC agrees that it will defend, indemnify and, hold harmless
Consultant and its representatives from all loss, liability, damages, judgments,
claims, counterclaims, demands, actions, proceedings, costs or expenses
(including reasonable attorneys' fees) resulting from or arising out of ADVC
providing Consultant with false or misleading information, from the breach of
any representation or warranty in the Agreement or as a result of negligent or
willful misconduct by ADVC. The obligation to indemnify Consultant shall be in
full force and effect whether or not Consultant exercises its right to terminate
this Agreement under this Section.
b. Consultant agrees that it will defend, indemnify and hold harmless
ADVC and its representatives from all loss, liability, damages, judgments,
claims, counterclaims, demands, actions, proceedings, costs or expenses
(including reasonable attorneys' fees) resulting from or arising out of
Consultant providing ADVC with false or misleading information, from the breach
of any representation or warranty in the Agreement or as a result of negligent
or willful misconduct by Consultant. The obligation to indemnify ADVC shall be
in full force and effect whether or not ADVC exercises its right to terminate
this Agreement under this Section.
10. LEGAL ADVICE. The Parties hereto acknowledge each to the other they
are represented by their own counsel at their own expense. Each Party signing
this Agreement acknowledges they had ample opportunity to consult with their
attorney concerning the terms of this Agreement.
11. NOTICES. All notices, requests, demands and other communications
hereunder shall be its writing and shall be deemed to have been duly delivered
and received when hand delivered, telecopied, delivered by courier or three days
after such notice is mailed by certified or registered mail, postage prepaid and
return receipt requested, to the address set forth below or to such other
address of which any party may have given notice in accordance with the terms
hereof.
If to the Company:
Advanced Communications Technologies, Inc.
c/o Xx. Xxxxx Xxxxxx
Danson Partners, LLC
000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
If to the Consultant:
Xx. Xxxxxxx Xxxxxx
Bristol Capital, LLC
0000 Xxxxxx Xxxxxx Xxxx
Xxxxxx, XX 00000-0000
Fax: (000) 000-0000
12. ARBITRATION. Any dispute or controversy arising under, out of, in
connection with, or in relation to this Agreement and any amendments thereof, or
the breach thereof, which are not informally resolved between the Parties within
20 business days after it arises or is made. shall be resolved by arbitration to
be held in Los Angeles County, Califronia, in accordance with the rules then
applicable of the American Arbitration Association. Any award rendered therein
shall be final and binding on each and all of the Parties, and judgment stay be
entered thereon in the applicable court for Los Angeles County, California.
13. GENERAL PROVISIONS.
a. GOVERNING LAW. This Agreement will be governed by and construed and
enforced in accordance with the laws of the State of California. Venue for any
action hereunder shall lie in Los Angeles County, California.
b. SECTION HEADINGS. The section headings contained herein are for
reference purposes only and will not in any way affect the meaning and
interpretation of this Agreement.
c. BINDING EFFECT. This Agreement will be binding upon and will operate
for the benefit of the Parties hereto and their respective heirs, successors or
representatives.
d. ENTIRE AGREEMENT. This Agreement contains the entire agreement between
the parties. Any modification to this Agreement shall be in writing and executed
by each of the Parties hereto.
e. ENFORCEABILITY. The invalidity or unenforceability of any particular
provisions of this Agreement will not affect the other provisions hereof. This
Agreement will be construed in all respects as if such invalid or unenforceable
provisions were omitted. No failure or delay in acting by Consultant or ADVC
shall be deemed a waiver of any rights hereunder. Any waiver, amendment or
modification to this Agreement shall be effective only if made in writing and
agreed by the parties hereto.
f. COUNTERPARTS AND FACSIMILES. This Agreement may be signed in one or
more counterparts, each of which will be deemed an original and all of which
together shall constitute an agreement. Facsimile signatures shall be deemed
original signatures for the purpose of execution of this Agreement.
g. ARMS-LENGTH. The Parties expressly represent, acknowledge and agree
that this Agreement was negotitated and entered into on an arms-length basis.
The preparation of this Agreement has been a joint effort of the Parties
resulting in a document that shall not, solely as a matter of judicial
construction, be construed more severely against one of the Parties over the
other.
h. WAIVER. No failure or delay in acting by Consultant shall be deemed a
waiver of any rights hereunder. Should any provisions of this Agreement be found
to be unenforceable, the remaining provisions shall be in full force and effect.
Any waiver, amendment or modification to this Agreement shall be effective only
if made in writing and agreement by the Parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date of the last executed signature below.
ADVANCED COMMUNICATIONS
TECHNOLOGIES, INC.
Date: /s/ 7/1/02 By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Chief Financial Officer and Vice
President
BRISTOL CAPITAL, LLC
Date: /s/ 7/1/02 By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx X. Xxxxxx
Managing Member
Date: /s/ 7/1/02 /s/ Xxxxxxx Xxxxxx
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XXXXXXX X. XXXXXX, Individually
