Exhibit 10.1
CONSULTING AGREEMENT
The Consulting Agreement ("Agreement") is entered into this 27th day of June,
2002 and sets forth the understanding, which has been reached between Xxxxx
Capital Partners LLC (the "Consultant") and Predictive Systems, Inc. (the
"Company") concerning certain consulting services.
I. PURPOSE AND DUTIES OF THE CONSULTANT: The Company hereby
engages the Consultant to assist management in the analysis,
valuation and screening process of potential merger and/or
acquisition opportunities for the Company. In addition, the
Consultant will uncover potential merger and/or acquisition
candidates for the Company. Consultant agrees that it will not
contact any potential merger/ and or acquisition candidate
without the Company's prior approval
III. COMPENSATION AND TERMS: In consideration for the services
rendered by the Consultant to the Company pursuant to this
Agreement, the Company shall compensate the Consultant as
follows and under the following terms:
A. The Consultant will be paid a monthly retainer of
$10,000 for 3 months with the first payment of $10,000
due upon signing. After the initial 3 months, this
agreement will be on a month to month basis with a 30
day notification period.
B. 10,000 options for each month of service the Consultant
is engaged. Such options shall be granted on the last
of each month of service at a price equal to the fair
market value on the date of grant, all according to the
terms of the Company's 1999 Stock Incentive Plan. Such
options shall be immediately vested and have a term of
one year.
C. Reimbursement for all reasonable out of pocket expenses
associated with this Agreement, provided, however, that
the Company shall not be obligated hereunder unless (i)
the Company has agreed in advance to reimburse any such
costs exceeding $500 per month, and (ii) Consultant
provides the Company with appropriate receipts or other
relevant documentation for all such costs as part of
any submission for reimbursement.
IV: THE CONSULTANTS SERVICES TO OTHERS: It is agreed there are no
restrictions on how or whom the Consultant may work for other
entities.
V: THE CONSULTANT IS AN INDEPENDENT CONTRACTOR: The Consultant
shall perform its services under the Agreement as an
independent contractor and not as an employee of the Company
or an affiliate thereof.
VI: APPLICABLE LAW: The Agreement will be governed by and
construed under the laws of the state of New York without
regard to the conflicts of law provisions thereof.
VII. NON-SOLICITATION: During the term of this Agreement and for
one (1) year after its termination, Consultant will not
personally or through others (i) recruit, solicit, induce or
attempt to induce any employee or contractor of the Company to
terminate his or her employment or contractual relationship
with the Company or (ii) solicit the business of any client or
customer of the Company in competition with the Company, other
than on behalf of the Company.
VIII. CONFIDENTIALITY: It is understood that Company will deliver to
Consultant certain information about its properties,
employees, finances, businesses and operations. All
information (i) about the Company or (ii) about any third
party (which information was provided to the Company subject
to an applicable confidentiality obligation to such third
party), furnished by the Company to Consultant, whether
furnished before or after the date hereof and regardless of
the manner in which it is furnished, is referred to in this
Agreement as "Proprietary Information." Proprietary
Information shall not include, however, information which (i)
is or becomes generally available to the public other than as
a result of a disclosure by Consultant in violation of this
Agreement; (ii) was available to Consultant on a
nonconfidential basis prior to its disclosure by the Company;
(iii) becomes available to the Consultant on a nonconfidential
basis from a person other than the Company who is not
otherwise known to Consultant be bound by a confidentiality
agreement with the Company, or is otherwise not known to
Consultant to be under an obligation to the Company not to
transmit the information to the Consultant; or (iv) was
independently developed by Consultant without reference to or
use of the Proprietary Information.
Subject to the immediately succeeding paragraph,
unless otherwise agreed to in writing, Consultant (i) except
as required by law, shall keep all Proprietary Information
confidential, shall not disclose or reveal any Proprietary
Information to any person; and (ii) shall not use Proprietary
Information for any purpose other than in connection with its
performance of the services under this Agreement; and. In the
event that Consultant is requested pursuant to, or required
by, applicable law or regulation or by legal process to
disclose any Proprietary Information or any other information
concerning the Company, Consultant shall provide the Company
with prompt notice of such request or requirement in order to
enable the Company (i) to seek an appropriate protective order
or other remedy, (ii) to consult with Consultant with respect
to Consultant taking steps to resist or narrow the scope of
such request or legal process or (iii) to waive compliance, in
whole or in part, with the terms of this Agreement. In the
event that such protective order or other remedy is not
obtained, or the Company waives compliance, in whole or in
part, with the terms of this letter agreement, Consultant
shall use commercially reasonable efforts to disclose only
that portion of the Proprietary Information which is legally
required to be disclosed and to ensure that all Proprietary
Information that is so disclosed will be accorded confidential
treatment. In the event that Consultant shall have complied
fully with the provisions of this paragraph, such disclosure
may be made by Consultant without any liability hereunder.
IX. SECURITIES LAWS: Advisor acknowledges that Company is a
publicly traded company and that the United States securities
laws prohibit any person who has received from a publicly
traded company material, non-public information may be
prohibited from purchasing or selling securities of such
company or from communicating such information to any other
person under circumstances in which it is reasonably
foreseeable that such person is likely to purchase or sell
such securities.
X. PUBLICITY: Neither party shall publish or use any advertising,
sales materials, press releases or other publicity which uses
the other party's name, logo, trademarks or service marks
without the prior written approval of the other party.
The undersigned concur with the matters set forth in the foregoing
Agreement.
PREDICITVE SYSTEMS, INC.
By: /s/ Xxxxxx Xxxxxxxxx
-----------------------
Xxxxxx Xxxxxxxxx
CEO
CONSULTANT
By: /s/ Xxxx Xxxxx
-----------------------
Xxxx Xxxxx
Managing Member
