EXHIBIT 10.25
The Consulting agreement ("Agreement") is made this 6th day of October 1997 by
and between Financial Intranet, Inc., with principal offices at 0 Xxx
Xxxxxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000 ("corporation"), and Xxxxx Xxxxxxxx, an
individual with principal residence at 000 Xxxxxxxx Xxxx, Xxx, Xxx Xxxx 00000
("Consultant").
Whereas: The Consultant is willing, ready and capable of providing consulting
services in various marketing, sales, general consulting and public relations
services for, and on behalf of, the Corporation. The Consultant will advise and
assist when possible with various marketing and sales activities of the
Corporation's products, training programs and services, to Broker/Dealers,
underwriters and administrators of mutual funds, bankers, insurance companies
and other third party companies.
Whereas: The Corporation is desirous of retaining the Consultant under the term
of this Agreement and the Consultant is desirous of providing specific services
to the Corporation under the terms of this Agreement;
Now, therefore: In consideration of the mutual covenants and terms contained in
this Agreement, and for good and valuable consideration, the Corporation and the
Consultant agree as follows:
1. The above Preamble is incorporated into and made a part of this Agreement.
2. The Corporation hereby engages and retains the Consultant, upon the terms
and conditions set forth herein and for the period and the terms specified
in paragraphs 5 through 8 hereof to render various consulting services on
marketing, sales, general consulting and public relations for, and on behalf
of the Corporation and connection with consulting on various marketing and
sales activities of the Corporation's products, training programs and
services, to Broker/Dealers, underwriters and administrators of mutual
funds, bankers, insurance companies and other third party companies. The
Corporation acknowledges that this agreement has been duly and property
approved by the Corporation's Board of Directors.
3. The Consultant accepts this engagement subject to the provisions of the
payment for his services as provided hereunder, to act as the Corporation's
consultant on marketing, sales and any business advice, that the Corporation
may request. Also the Consultant agrees to consult on any promotional and
public relations activities that the Corporation undertakes. The Consultant
also agrees to provide and assist the Corporation with introductions to any
business entity that will enable the Corporation to expand its business and
enhance its capital base.
4. The Consultant is hereby engaged and retained by the client to provide the
services as defined in paragraph 2 hereinabove and such other services as
may be agreed upon and/or approved by the Corporation's Board of Directors
and shall not engage or provide in any similar services to other companies,
individuals and/or third party entities during the term of this Agreement.
5. In consideration of the services to be provided by the Consultant as
enumerated in paragraphs 2 and 3 hereinabove, the Corporation agrees to
retain the Consultant to provide the services enumerated hereinabove for the
term of this agreement and compensate the Consultant as follows:
(a) And as for a bonus to induce the consultant to enter into this Agreement
for the Consultant's services to be provided to the Corporation by the
Consultant on his "best efforts" basis, the Corporation shall grant the
Consultant a Warrant to purchase up to one million (1,000,000) shares of
the common stock of the Corporation at an exercise price of one cent
($0.01) per share and exercisable through a window of time commencing
one year from the date of issue through the last day of the sixth year
from the date of issue of the Warrant. The terms of the Warrant are more
fully described as specified on the face and rear of the Warrant and a
copy of the proposed Warrant is attached hereto and made a part hereof.
6. The Corporation agrees to reimburse the Consultant for all travel, mailing,
entertainment, printing, postage and all other expenses directly related to
the services provided by the Consultant discharging his duties hereunder.
Any single expense in excess of $250.00 shall be pre-approved by the
Corporation prior to such expense being incurred by the Consultant.
7. The Consultant hereby agrees to devote his time and effort in discharging
his duties hereunder to the Corporation to fulfill the obligations set forth
herein on his best efforts basis.
8. The term of this Agreement shall be for a period commencing with the date of
the signing of this Agreement and shall terminate October 20, 1999 unless
sooner terminated upon the date upon which the Agreement may be terminated
by the Corporation or Consultant or within 30 days of notice by either
party.
(a) The Corporation may extend this contract to October 20, 2000 if it
agrees to compensate the Consultant $120,000.00 for the one year
extension period. The compensation would be payable to the Consultant at
the rate of $10,000.00 per month. Failure to compensate the Consultant
for thirty days as stated will trigger a default for the Corporation.
This will automatically cancel the contract. The Corporation will have
no obligation to the Consultant other than the one months unpaid fee to
the Consultant. The Consultant is an independent contractor.
(b) 30 day notice by either party by certified mail.
9. In order to review and/or evaluate the Corporation's technology and/or
Business Plans, and past projected operations, the Corporation may be
required to provide to the Consultant summaries of its technology, Business
Plans and operations and such additional information as may be deemed to be
required in sufficient detail to permit the Consultant to exercise his full
due diligence in order to develop marketing and sales activities and develop
related documents and exhibits. The technology and/or Business Plans as well
as
any additional information which is deemed by the Corporation to be
"confidential" shall be clearly marked as such and is hereinafter
collectively referred to as the "Confidential Information" and the
distribution of such Confidential Material shall be restricted in accordance
as follows:
(a) The Consultant will hold in the strictest confidence any and all
Confidential Information provided by the Corporation and make no use of
it except for the Corporation's direct benefit as contemplated
hereunder.
(b) At the conclusion of the diligence and investigation period the
consultant shall, upon the Corporation's request, return any and all
Confidential Information which is or has been in consultant's possession
and shall retain no copies of the Confidential Information.
(c) It is understood that the foregoing requirements assumed or to be
assumed by a consultant shall not apply to information that:
(I) is now, or in the future becomes freely available to the public
through no fault of or action by the Corporation and the
consultant or any of their distributees;
(II) is disclosed with a written approval of the Corporation or;
(III) is required to be disclosed by law.
10. For the purpose of this agreement and the services, duties and
responsibilities created hereunder, nothing contained herein shall create an
equity or ownership interest in the corporation by the consultant except as
provided for through exercise of the warrant granted by the Corporation to
the consultant as a signing bonus. It is understood and agreed between the
parties that the consultant is an independent contractor of the Corporation
for the purpose set forth herein and the Corporation shall have no
responsibilities to withhold any portion of the fees payable hereunder or
pay any insurance as may be required by federal, state or local agencies.
11. This Agreement shall be interpreted and governed by the laws of the state of
New York. All clauses of this Agreement are distinct and severable and if
any clause is illegal or void, it shall not affect the validity or legality
of the remaining provisions of this agreement.
(a) The parties hereto agree to execute such other documents as are
necessary to carry out the intent and the spirit of this agreement.
(b) Subject to the other provisions hereof, the terms and conditions of this
Agreement shall extend and be binding upon and shall inure to the
benefit of the successors and assigns of the parties hereto.
(c) All notices, demands or requests required or authorized hereunder shall
be deemed sufficiently given if in writing and sent registered or
certified mail, return receipt requested postage pre-paid, or by
telefax, telegram or cable to:
If to the Corporation:
Attention: Xxxxxxx Xxxxxxxx,
President
Financial Intranet, Inc.
000 Xxx Xxxx Xxxxx Xxxx
Xxxxxxx, XX 00000
And if to Consultant:
Mr. Xxxxx Xxxxxxxx
000 Xxxxxxxx Xxxx
Xxx, XX 00000
12. This instrument contains the entire agreement of the parties relating to the
subject matter hereof. The parties have made no agreements, representations
and warranties relating to the subject hereof which are not set forth
herein. No modifications of the Agreement shall be valid unless made in
writing and signed by the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
Consultant: Corporation:
/s/ Xxxxx Xxxxxxxx Date 10/6/97 /s/ Xxxxxxx Xxxxxxxx Date 10/6/97
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Xxxxx Xxxxxxxx Financial Intranet, Inc.
By:
