Exhibit 10.7
CONSULTING AGREEMENT, dated as of March 1, 2000, between Collectible
Concepts Group, Inc., a ____________ corporation having an office at 0000 Xxxxx
Xxxxx Xx., Xxxxxxxxxx, XX 00000 (the "Company") and THE N.I.R. GROUP, LLC, a New
York limited liability company with executive offices located at 000 Xxxxx
Xxxxxx, Xxxxx X, Xxxxxxx, Xxx Xxxx 00000 (the "Consultant").
WITNESSETH:
WHEREAS, the Company, through its affiliates and principals, has
extensive experience in its areas of expertise, including, without limitation,
financial consulting, capital sourcing, strategic consulting, investment banking
and other business matters; and
WHEREAS, the Consultant has expertise in the assisting in the
development and expansion of companies such as the Company; and
WHEREAS, the Company desires to retain the services of the Consultant
to render strategic advice with respect to the development of the Company; and
WHEREAS, the Consultant wishes to render such services to the Company
upon the terms, conditions and covenants set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, and subject to the conditions contained herein, the
parties hereto hereby agree as follows:
I. Terms of Service.
Section 1.01 Duties. The Consultant will advise the Company's
management, employees, and agents with respect to the Company's field of
interest and business, and strategic and commercial matters related to the
Consultant's expertise. The Consultant will use best efforts to assist the
company in overall financial and business strategy and capital investment(s) in
the project. The Consultant will assist the Company in structuring a business
plan and the development of acquisition plans, including, without limitation,
structuring and negotiation of acquisitions and dispositions of assets. Upon
reasonable notice to the Consultant, the Company will have access to the
Consultant at reasonable times in order to discuss matters related to the
Company's business. The services to be provided by the Consultant pursuant to
the terms hereof, whether such services are performed verbally or in writing,
shall be reasonable in terms of hours per month. If no such services are
requested, the consulting fees provided for herein shall still be paid.
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Section 1.02 Term; Termination. The term (the "Term") of this Agreement
shall be twelve (12) months, commencing on the date hereof. In the event of any
earlier termination of this Agreement, the parties hereto agree that the
Consultant shall be entitled to the amounts otherwise due hereunder
notwithstanding such termination including any amounts previously deferred.
Section 1.03 Consulting Fee. In consideration of the services to be
performed hereunder, the Consultant shall receive the fee of $5,000.00 per month
in accordance with the terms hereof. Such amount shall be paid in cash, net of
taxes, excises and other governmental and other charges, payable monthly on the
first of each month in advance. Notwithstanding anything contained to the
contrary in the foregoing, the monthly fee to the Consultant shall be paid as
follow: (1) during the first three (3) months of the Term, $2,500 shall be paid
in cash and $2,500 per month shall be deferred, (2) during months 4 through 6 of
the Term, $7,500 per month in cash (which amount shall include the $2,500
previously deferred during months 1 through 3), and (3) $5,000 per month for the
remainder of the Term.
Section 1.04 Expenses. If the Company requests the Consultant to
provide any specific services hereunder that cause the Consultant to incur
expenses, the Company shall reimburse the Consultant for all reasonable expenses
upon presentation of expense vouchers or statements or such other supporting
information as the Company may require. However, notwithstanding anything
contained in the foregoing to the contrary, the Consultant shall not incur any
reimbursable expense in excess of $500.00 without the prior written consent of
the Company.
II. Confidentiality.
Section 2.01 Acknowledgments. The Consultant acknowledges that, during
the course of performing services hereunder, the Company may be disclosing
information to the Consultant related to the Company's business, projects, and
plans, as well as other Information (collectively, the "Confidential
Information"). The Consultant acknowledges that the Company's business is
extremely competitive, dependent in part upon the maintenance of secrecy, and
that any disclosure of the Confidential Information would result in serious harm
to the Company.
Section 2.02 Use of Confidential Information. The Consultant agrees
that the Confidential Information will be used by the Consultant only in
connection with consulting activities hereunder and will not be used in any way
that is detrimental to the Company.
Section 2.03 Non-Disclosure. The Consultant agrees not to disclose,
directly or indirectly, the Confidential Information to any third person or
entity, other than representatives or agents of the Company or legal advisors,
expert consultants, and other advisors utilized by the Consultant in connection
with consulting activities hereunder; provided, however, that each such advisor
agrees to keep such information confidential and to use it only in connection
with such consulting activities. The Consultant will treat all such Confidential
Information as confidential and proprietary property of the Company.
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Section 2.04 Confidential Information. The term "Confidential
Information" does not include information that (a) is or becomes generally
available to the public other than by disclosure in violation of this Agreement,
(b) becomes available to the Consultant on a nonconfidential basis (it being
understood that information that the Consultant obtained as a result of any
officer, director, or employer thereof being previously employed by, or
otherwise serving , the Company, shall be deemed to be Confidential Information,
unless otherwise exempt under this Section 2,04, or (c) was independently
developed by the Consultant after the date hereof without reference to the
information provided by the Company.
Section 2.05 Permitted Disclosure. The Consultant may disclose any
Confidential Information that is required to be disclosed by law, government
regulation, or court or administrative order or process. If disclosure is
required, the Consultant will give the Company advance notice so that the
Company may seek a protective order or take other action reasonable under the
circumstances.
Section 2.06 Return of Confidential Information. Upon termination of
this Agreement, the Consultant will promptly return to the Company all materials
containing Confidential Information, including, but not limited to, data,
records, reports, and other property furnished by the Company to the Consultant
or produced by the Consultant in connection with services rendered hereunder.
Notwithstanding such return, the Consultant shall continue to be bound by the
terms of the confidentiality provisions contained in this Article II for a
period of one year after the termination of this Agreement.
III. Miscellaneous.
Section 3.01 No Violation of Other Agreements. Each of the parties
hereto represents and warrants that execution, delivery, or performance of this
Agreement does not conflict with, or violate the terms of, any other agreement
to which it is a party or by which it is bound.
Section 3.02 Independent Contractor; Limitation of Liability.
(a)The Consultant is an independent contractor to the Company,
and nothing herein shall be deemed to constitute the Consultant or its agents as
an employee or agent of the Company.
(b) The Company acknowledges that it remains solely
responsible for the conduct and operation of its business and that the
Consultant makes no representation or warranty and assumes no liability with
respect to the outcome or result of any particular course of action or operation
of the Company's business.
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Section 3.03 Notices. Any notice provided under this Agreement shall be
in writing and shall be deemed to have been effectively given when delivered
personally, sent by private express mail service (such as Federal Express), or
sent by registered or certified mail (return receipt requested) to the address
set forth in the introductory paragraph hereof (or to other address as any party
has furnished in writing to the other parties in accordance with the provisions
of this Section 3.03).
Section 3.04 Assignment. None of the parties may assign its interest in
this Agreement or delegate its responsibilities hereunder without prior written
consent of the other party.
Section 3.05 Severability. The invalidity or unenforceability of any
particular provision of this Agreement or portion thereof shall not affect the
validity or unenforceability of any other provision thereof. If any provision of
this Agreement is adjudicated to be so broad as to be unenforceable, it shall be
interpreted to be only as broad as is enforceable.
Section 3.06 Counterparts; Governing Law. This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, without giving effect to conflict of
laws.
Section 3.07 Headings. The article and section headings in this
Agreement are solely for convenience of reference and shall be given no effect
in the construction or interpretation of this Agreement.
Section 3.08 Counterparts. 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
COLLECTBLE CONCEPTS GROUP, INC.
By: __________________________
Name: Xxxx X. Xxxxxxxxx
Title: Chief Executive Officer
THE N.I.R. GROUP, LLC
By: ___________________________
Name: Xxxxx X. Xxxxxxxx
Title: Member
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