EXHIBIT 4.7
CONSULTING SERVICES AGREEMENT
CONSULTING SERVICES AGREEMENT (this "Agreement"), dated as of July
8, 2004, between Advanced Technology Industries, Inc., a Delaware corporation
(the "Company"), and Xxxx Xxx ("Consultant").
WITNESSETH:
WHEREAS, Consultant possesses certain capabilities and expertise
that have been valuable to the business and operations of the Company;
WHEREAS, the Company had orally agreed to compensate Consultant for
services previously provided to the Company and this Agreement is intended to
document such agreement;
WHEREAS, the Company desires to continue to utilize the services of
Consultant;
WHEREAS, Consultant desires to continue providing services to the
Company; and
WHEREAS, the Company and Consultant desire to reach an agreement
covering compensation of Consultant for services provided by Consultant to the
Company.
NOW, THEREFORE, in consideration of the mutual undertakings
contained herein, the parties agree as follows:
1. The Company acknowledges that Consultant has provided valuable
service to the Company as an independent contractor and not as an employee, and
desires that Consultant continue to render consulting services to the Company as
hereinafter provided and Consultant hereby accepts such engagement.
2. This Agreement shall cover services provided during a period that
commenced on November 1, 2002 and shall terminate on the earlier of the
acquisition by the Company of LTDnetwork, Inc. and 30 days following the receipt
of a termination notice from one party to the other party.
3. The Company hereby acknowledges and agrees that during the term
of this Agreement Consultant may continue to engage directly or indirectly in
other businesses and ventures and shall not be required to perform any services
under this Agreement when, or for such periods in which, the rendering of such
services would unduly interfere with such other businesses and ventures,
providing that such undertakings do not completely pre-empt Consultant's
availability during the term of this Agreement. Consultant will not be
considered by reason of the provisions of this Agreement or otherwise as being
an employee of the Company or as being entitled to participate in any health
insurance, medical, pension, bonus or similar employee benefit plans sponsored
by the Company for its employees. Consultant shall report all earnings under
this Agreement in the manner appropriate to his status as an independent
contractor and shall file all necessary reports and pay all taxes with respect
to such payments.
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4. Subject to the foregoing, Consultant has performed and shall
continue to perform such services as may reasonably be assigned to Consultant by
the Company, which services include, without limiting the scope of the services
that may be required of Consultant by the Company hereunder, advice, analysis
and recommendations to the Company with respect to the following:
(a) Identifying prospective strategic partners and strategic
alliances;
(b) Corporate planning, strategy and negotiations with potential
strategic business partners;
(c) Business strategy and strategic planning;
(d) Periodic reporting as to developments concerning the industry
which may be relevant or of interest or concern to the Company or the Company's
business;
(e) Conducting a thorough review of all areas and aspects of the
Company's business, management and operating structure;
(f) Making recommendations to the Company on reorganizing business
units and cost reduction matters;
(g) Negotiating with creditors on behalf of the Company;
(h) Reviewing and developing R&D projects;
(i) Negotiating on behalf of the Company with potential purchasers
or partners of products developed by the Company;
(j) Identifying new technologies or products to be acquired by the
Company;
(k) Advising management on numerous strategic issues;
(l) Developing strategy for the Company regarding its Russian and
nuclear related business units;
(m) Developing marketing strategies for products of the Company; and
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(n) Reviewing filings made with the Securities and Exchange
Commission (the "SEC").
This Agreement only relates to services that are not associated, in any manner,
with capital raising or directly or indirectly promoting the Company's stock. To
the extent Consultant provided or provides any such services separate
arrangements shall be made between the Company and Consultant with respect to
compensation for such services, if any.
5. During the term of this Agreement, Consultant has devoted and
shall continue to devote Consultant's best efforts, at the times and places he
reasonably deems appropriate to his duties hereunder. Consultant has not and
shall not be required to render services hereunder at any particular location
and the Company acknowledges that telephonic advice may, depending upon the
circumstances, be sufficient.
6. Consultant represents and the Company acknowledges that
Consultant has the capacity to perform the consulting services to be rendered
under the terms of this Agreement. Further, Consultant represents and the
Company acknowledges that Consultant has considerable experience and possess'
the necessary abilities to perform the service to be rendered under the terms of
this Agreement.
7. For all services as described under Section 4 that have been
provided by Consultant prior to the date of this Agreement and for any services
to be provided prior to the end of the term of this Agreement, the Company shall
pay Consultant an amount equal to $255,000, which shall be satisfied by the
Company delivering to Consultant 1,700,000 shares of the Company's common stock
(the "Shares"). The Shares shall be registered on a Form S-8 with the SEC as
soon as practicable following the date of this Agreement. Subject to the
Company's prior written authorization and consent, the Company shall pay or
reimburse Consultant for all reasonable out-of-pocket costs and expenses
incurred by Consultant in connection with the rendering of services hereunder,
including, but not limited to, reasonable fees and disbursements for travel and
related expenses
8. This Agreement shall be binding upon and inure to the benefit of
the Company and its affiliates, successors and assigns and shall be binding upon
and inure to the benefit of Consultant and his successors and assigns; provided
that in no event shall Consultant's obligations to perform services hereunder be
delegated or transferred by Consultant without the prior written consent of the
Company.
9. The relationship created hereunder between the Company and
Consultant is that of an independent contractor and nothing contained in this
Agreement shall be construed to place them in the relationship of partners,
principal and agent, employer/employee or joint venturers. Neither party shall
have the power or right to bind or obligate the other party, nor shall it hold
itself out as having such authority.
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10. Notices and all other communications provided for herein shall
be in writing and shall be deemed to have been duly given (i) when delivered, if
personally delivered, (ii) when sent by facsimile transmission, when receipt
therefore has been duly received, or (iii) when mailed by United States
registered mail, return receipt requested, postage prepaid, or by recognized
overnight courier, to such address as any party may have furnished to the other
in any writing.
11. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
signed by each party. No waiver by either party hereto of, or compliance with,
any condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not set forth expressly in this
Agreement. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Delaware.
12. This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
13. If in any jurisdiction, any provision of this Agreement or its
application to any party or circumstance is restricted, prohibited or
unenforceable, such provision shall, as to such jurisdiction, be ineffective
only to the extent of such restriction, prohibition or unenforceability, without
invalidating the remaining provisions hereof and without affecting the validity
or enforceability of such provision in any other jurisdiction or its application
to other parties or circumstances.
IN WITNESS WHEREOF, this Agreement has been executed by the Company
and Consultant as of the date first written above.
CONSULTANT
/S/ Xxxx Xxx
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Name: Xxxx Xxx
ADVANCED TECHNOLOGY INDUSTRIES, INC.
/S/ Xxxx-Xxxxxxx Xxxxxxxxx
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Name: Xxxx-Xxxxxxx Xxxxxxxxx
Title: President
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