EXHIBIT 10.14
CONSULTING AGREEMENT
THIS AGREEMENT (the "Agreement"), is made and entered into as of this
1st day of January, 2005, by and between Mirador Consulting, Inc., a Florida
corporation, with offices at 0000 X. Xxxxxxx Xxx, Xxxxx X, Xxxx Xxxxx, Xxxxxxx
00000 ("Mirador" or the "Consultant") and Transax International, LTD, a Colorado
Corporation, with offices at 200-7545 Xxxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxx,
XX. 00000. (the "Company") (together the "Parties").
WHEREAS, Consultant is in the business of providing services for management
consulting, business advisory, shareholder information and public relations;
WHEREAS, the Company deems it to be in its best interest to retain Consultant to
render to the Company such services as may be needed; and
WHEREAS, the Parties desire to set forth the terms and conditions under which
Consultant shall provide services to the Company.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, and other valid consideration, receipt of which is hereby
acknowledged, the Parties agree as follows:
TERM OF AGREEMENT
The Agreement shall remain in effect from the date hereof through the expiration
of a period of six months from the date hereof (the "Term"), and thereafter may
be renewed upon the mutual written consent of the Parties.
NATURE OF SERVICES TO BE RENDERED.
During the Term and any renewal thereof, Consultant shall provide the Company
with corporate consulting services on a best efforts basis in connection with
mergers and acquisitions, corporate finance, corporate finance relations,
introductions to other financial relations companies and other financial
services and introduce the Company funding sources and other members of the
financial community with whom it has established relationships (collectively,
the "Services"). It is acknowledged and agreed by the Company that Consultant
carries no professional licenses, and is not rendering legal advice or
performing accounting services, nor acting as an investment advisor or
brokerage/dealer within the meaning of the applicable state and federal
securities laws. The Services of Consultant shall not be exclusive nor shall
Consultant be required to render any specific number of hours or assign specific
personnel to the Company or its projects.
DISCLOSURE OF INFORMATION
Consultant agrees as follows:
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CONSULTING AGREEMENT FOR TNSX
The Consultant shall NOT disclose to any third party any material non-public
information or data received from the Company without the written consent and
approval of the Company other than: (i) to its agents or representatives that
have a need to know in connection with the Services hereunder; provided such
agents and representatives have a similar obligation to maintain the
confidentiality of such information; (ii) as may be required by applicable law;
provided, Consultant shall provide prompt prior written notice thereof to the
Company to enable the Company to seek a protective order or otherwise prevent
such disclosure; and (iii) such information as becomes publicly known through no
action of the Consultant, or its agents or representatives.
Following receipt of written notice from the Company of a filing in connection
with a proposed public offering of the securities of the Company, and until the
Company informs the Consultant that such offering has been completed or has
terminated, the Consultant shall not engage in any public relations efforts on
behalf of the Company without approval of counsel for the Company and counsel
for the underwriter(s), if any.
COMPENSATION.
The following represents the compensation to be received by the
Consultant in connection with rendering the Services hereunder:
Upon execution of the Agreement, the Consultant shall purchase and the Company
will issue to the Consultant 400,000 shares of the Company's common stock
(OTCBB: TNSX) according to the following schedule: On January 1, 2005 the
Company shall issue 200,000 shares of common stock to the Consultant for a total
purchase price of twenty dollars ($20.00), in addition, On or before April 1,
2005 the Company shall issue 200,000 shares of common stock to the Consultant
for a total purchase price of twenty dollars ($20.00) (the "Common Stock"), all
shares are issued as per the Investment Representation Letter (incorporated by
reference into the Agreement and attached as Addendum B);
During the Term of this Agreement, the Company will pay to the Consultant the
sum of four thousand ($4,000.00) dollars per month; provided, however that such
payment for the first month shall be due and payable upon the execution of this
Agreement. Thereafter, monthly payments are due on the first of every month,
during the Term and any renewals thereof.
The term "free trading stock" of "free trading shares" as used pursuant to or in
the Agreement means duly authorized, validly issued and fully paid shares of
common stock of "Transax International, LTD.", which are freely transferable in
the hands of "Mirador" without registration pursuant to the Securities Act of
1933, as amended (the "1933 Act"), or the securities laws of any State, and
without limitation on the methods, amounts and timing of such transfers pursuant
to Rule 144, Rule 502(d) or Rule 701 c promulgated under the 1933 Act, or
pursuant to any Other law, rule or regulation.
REPRESENTATIONS AND WARRANTIES OF THE CONSULTANT.
In order to induce the Company to enter into this Agreement, the Consultant
hereby makes the following unconditional representations and warranties:
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CONSULTING AGREEMENT FOR TNSX
In connection with its execution of and performance under this Agreement, the
Consultant has not taken and will not take any action that will cause it to
become required to make any filings with or to register in any capacity with the
Securities and Exchange Commission (the "SEC"), the National Association of
Securities Dealers, Inc. (the "NASD"), the securities commissioner or department
of any state, or any other regulatory or governmental body or agency.
Neither the Consultant nor any of its principals is subject to any sanction or
restriction imposed by the SEC, the NASD, any state securities commission or
department, or any other regulatory or governmental body or agency, which would
prohibit, limit or curtail the Consultant's execution of this Agreement or the
performance of its obligation hereunder.
The Consultant's purchase of shares pursuant to this Agreement is an investment
made for its own account. The Consultant is permitted to provide consulting
services to any corporation or entity engaged in a business identical or similar
to the Company's.
DUTIES OF THE COMPANY.
The Company will supply Consultant, on a regular basis and timely basis, with
all approved data and information about the Company, its management, its
products, and its operations as reasonably requested by Consultant and which the
Company can obtain with reasonable effort; and Company shall be responsible for
advising Consultant of any facts which would affect the accuracy of any prior
data and information previously supplied to Consultant so that the Consultant
may take corrective action.
The Company shall promptly supply Consultant with full and complete copies of
all filings with all federal and state securities agencies; with full and
complete copies of all stockholder reports and communications whether or not
prepared with the assistance of Consultant; with all data and information
supplied to any analyst, broker-dealer, market maker, or other member of the
financial community and with all product/services brochures, sales materials,
etc. filed or prepared by the Company after the date of this Agreement. Company
shall supply to Consultant, within 15 days of execution of this Agreement, with
a list of all stockbrokers and market makers active in the stock of Company, and
a complete list of all shareholders.
The Consultant's reports are not intended to be used in the offering of
securities. Accordingly, the Company agrees as follows:
The Company's counsel must, within five (5) business days of receiving written
notice from the Consultant, provide an opinion letter to the Consultant and the
Transfer Agent for the Company's Restricted Stock addressing the permissible
resale of the Restricted Stock and the M&A Restricted Stock (pursuant to Rule
144 of the Securities Act of 1933, as amended (the "1933 Act") transferred to
the Consultant under this Agreement.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
In order to induce the Consultant to enter into this Agreement, the Company
hereby makes the following unconditional representations and warranties:
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CONSULTING AGREEMENT FOR TNSX
The Company is not subject to any restriction imposed by the SEC or by operation
of the 1933 Act, the Exchange Act of 1934, as amended (the "1934 Act") or any of
the rules and regulations promulgated under the 1933 Act or the 1934 Act which
prohibit its execution of this Agreement or the performance of its obligations
to the Consultant set forth herein. The Company has not been sanctioned by the
SEC, the NASD or any state securities commissioner or department in connection
with any issuance of its securities. All payments required to be made on time
and in accordance with the payment terms and conditions set forth herein. The
shares pursuant to the agreement are not issued xxx X-0 registration and do not
come from an affiliate or control person of the Company. The company will
provide legal opinion the shares are freely transferable in the hands of
Mirador.
The Company acknowledges that the Consultant does not guarantee its ability to
cause the consumption of any contract or merger or acquisition with any
corporate candidate.
COMPLIANCE WITH SECURITIES LAWS
The Parties acknowledge and agree that the Company is subject to the
requirements of the 1934 Act, and that the 1933 Act, the 1934 Act, the rules and
regulations promulgated thereunder and the various state securities laws
(collectively, "Securities Laws") impose significant burdens and limitations on
the dissemination of certain information about the Company by the Company and by
persons acting for or on behalf of the Company. Each of the Parties agrees to
comply with all applicable Securities Laws in carrying out its obligations under
the Agreement; and without limiting the generality of the foregoing, the Company
hereby agrees (i) all information about the Company provided to the Consultant
by the Company, which the Company expressly agrees may be disseminated to the
public by the Consultant in providing any public relations or other services
pursuant to the Agreement, shall not contain any untrue statement of a material
fact or omit to state any material fact necessary to make the statements made,
in light of the circumstances in which they were made, not misleading, (ii) the
Company shall promptly notify the Consultant if it becomes aware that it has
publicly made any untrue statement of a material fact regarding the Company or
has omitted to state any material fact necessary to make the public statements
made by the Company, in light of the circumstances in which they were made, not
misleading, and (iii) the Company shall promptly notify the Consultant of any
"quiet period" or "blackout period" or other similar period during which public
statements by or on behalf of the Company are restricted by any Securities Law.
Each Party (an "indemnifying party") hereby agrees, to the full extent permitted
by applicable law, to indemnify and hold harmless the other Party (the
"indemnified party") for any damages caused to the indemnified party by the
indemnifying party's breach or violation of any Securities Law, except to the
extent that the indemnifying party's breach or violation of a Securities Law is
caused by the indemnified party's breach or violation of the Agreement, or any
Securities Law.
ISSUANCE OF RESTRICTED STOCK TO CONSULTANT
The Restricted Stock shall be issued as fully paid and non-assessable
securities. The Company shall take all corporate action necessary for the
issuance Restricted Stock, to be legally valid and irrevocable, including
obtaining the prior approval of its Board of Directors.
REGISTRATION OBLIGATIONS.
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CONSULTING AGREEMENT FOR TNSX
At any time following the signing of the Agreement if the Company files a
registration statement with the SEC registering an amount of securities equal to
at least $1,000,000 ("Registration Statement"), the Company must provide a ten
(10) day prior written notice of the Registration Statement to the Consultant
and any subsequent holder of the Restricted Stock and at the written request and
direction of the Consultant and/or subsequent holders must provide piggy back
registration rights and include the consultant and/or subsequent holders shares
in the Registration Statement. The obligation of the company to register
securities refers to this Agreement only and the company will be under no
obligation to register securities following termination or expiration of this
Agreement.
EXPENSE REIMBURSEMENT.
Consultant shall be entitled to receive cash reimbursement, and the Company
shall provide cash reimbursement, of all reasonable and necessary cash expenses
paid by the Consultant on behalf of the Company in performance of its own duties
hereunder. Such expenses shall include, without limitation, reasonable expenses
for communications, deliveries and travel. In no event, however, will the
Consultant incur on behalf of the Company any expense without the prior written
consent of the Company.
INDEMNIFICATION OF CONSULTANT BY THE COMPANY.
The Company acknowledges that the Consultant relies on information provided by
the Company in connection with the provisions of Services hereunder and
represents that said information does not contain any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements made, in light of the circumstances in which they were made, not
misleading, and agrees to hold harmless and indemnify the Consultant for claims
against the Consultant as a result of any breach of such representation and for
any claims relating to the purchase and/or sale of the Company's securities
occurring out of or in connection with the
Consultant's relationship with the Company including, without limitation,
reasonable attorney's fees and other costs arising out of any such claims;
provided, however, that the Company will not be liable in any such case for
losses, claims, damages, liabilities or expenses that arise from the gross
negligence or willful misconduct of Consultant.
INDEMNIFICATION OF THE COMPANY BY THE CONSULTANT.
The Consultant shall identify and hold harmless the Company and its principals
from and against any and all liabilities and damages arising out of any the
Consultant's gross negligence or intentional breach of its representations,
warranties or agreements made hereunder.
APPLICABLE LAW.
It is the intention of the parties hereto that this Agreement and the
performance hereunder and all suits and special proceedings hereunder be
construed in accordance with and under and pursuant to the laws of the State of
Florida and that in any action, special proceeding or other proceedings that may
be brought arising out of, in connection with or by reason of this Agreement,
the law of the State of Florida shall be applicable and shall govern to the
exclusion of the law of any other
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CONSULTING AGREEMENT FOR TNSX
forum, without regard to the jurisdiction on which any action or special
proceeding may be instituted.
DISPUTES.
Any and all conflicts, disputes and disagreements arising out of or in
connection with any aspect of the Agreement shall be subject to the jurisdiction
of state court, Palm Beach County, Florida.
ATTORNEY FEES.
In the event a legal action or arbitration is commenced by a Party to the
Agreement alleging a default of the terms or conditions of the Agreement and
judgment is held in favor of the non-moving party (respondent/ defendant), the
non-moving party shall be entitled to recover all costs incurred as a result of
defending such action including reasonable attorney fees, expenses and court
costs through trial, appeal and to final disposition.
ENTIRE UNDERSTANDING/INCORPORATION OF OTHER DOCUMENTS.
The Agreement contains the entire understanding of the Parties with regard to
the subject matter hereof, superseding any and all prior agreements or
understandings whether oral or written, and no further or additional agreements,
promises, representations or covenants may be inferred or construed to exist
between the Parties.
NO ASSIGNMENT OR DELEGATION WITHOUT PRIOR APPROVAL.
No portion of the Agreement or any of its provisions may be assigned, nor
obligations delegated, to any other person or party without the prior written
consent of the Parties except by operation of law or as otherwise set forth
herein.
SURVIVAL OF AGREEMENT.
The Agreement and all of its terms shall inure to the benefit of any permitted
assignees of or lawful successors to either Party.
INDEPENDENT CONTRACTOR.
Consultant agrees to perform its consulting duties hereto as an independent
contractor. Nothing contained herein shall be considered to as creating an
employer-employee relationship between the parties to this Agreement.
NO AMENDMENT EXCEPT IN WRITING.
Neither the Agreement nor any of its provisions may be altered or amended except
in a dated writing signed by the Parties.
WAIVER OF BREACH.
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CONSULTING AGREEMENT FOR TNSX
No waiver of any breach of any provision hereof shall be deemed to constitute a
continuing waiver or a waiver of any other portion of the Agreement.
SEVERABILITY OF THE AGREEMENT.
Except as otherwise provided herein, if any provision hereof is deemed by
arbitration or a court of competent jurisdiction to be legally unenforceable or
void, such provision shall be stricken from the Agreement and the remainder
hereof shall remain in full force and effect.
TERMINATION OF THE AGREEMENT.
Either Party may terminate the Agreement, with or without cause, by providing a
thirty (30) day written notification to the other Party. The Agreement will
terminate thirty (30) days following the date of receipt of the written
notification by the non-terminating party ("Date of Termination"). In the event
of termination of the Agreement by the Company, the Consultant shall be entitled
to keep any and all fees, Company stock or other compensation it received from
the Company under the Agreement prior to the Date of Termination.
COUNTERPARTS AND FACSIMILE SIGNATURE.
This Agreement may be executed simultaneously in two or more counterparts, each
of which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument. Execution and delivery of this Agreement
by exchange of facsimile copies bearing the facsimile signature of a party
hereto shall constitute a valid and binding execution and delivery of this
Agreement by such party. Such facsimile copies shall constitute enforceable
original documents.
NO CONSTRUCTION AGAINST DRAFTER.
The Agreement shall be construed without regard to any presumption or other
requiring construction against the Party causing the drafting hereof.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement, effective as of the date set forth above.
TRANSAX INTERNATIONAL, LTD MIRADOR CONSULTING, INC.
BY: /s/ Xxxxxxx Xxxxxxx BY: /s/ Xxxxx X. Xxxx
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Xxxxxxx Xxxxxxx, CEO Xxxxx X. Xxxx, President
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CONSULTING AGREEMENT FOR TNSX
