1
EXHIBIT 10.14
RETAINER AGREEMENT
DATE: 1999
PARTIES:
1. HUGO INTERNATIONAL LIMITED whose registered office is at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("the Company")
2. ▇▇▇▇ ▇▇▇▇▇▇▇▇ TEMPLE of l0a ▇▇▇▇▇▇▇ Road Hiltingbury ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ('▇▇ ▇▇▇▇▇▇')
RECITALS
(A) ▇▇ ▇▇▇▇▇▇ has certain skills and abilities and knowledge of the Company's
business which may be useful to the Company from time to time.
(B) ▇▇ ▇▇▇▇▇▇ is willing to provide advice to the Company as set out below.
OPERATIVE PROVISIONS:
1. CONSULTANCY SERVICES
1.1 The Company RETAINS ▇▇ ▇▇▇▇▇▇ to provide advice and assistance to the
Company relating to its business and ▇▇ ▇▇▇▇▇▇ AGREES to provide such
advice and assistance upon the terms and conditions set out below.
2. DURATION
2.1 This Agreement shall commence on 16th March 1999 and shall continue for a
fixed period of 42 months terminating on the day of 2002.
3. ▇▇ ▇▇▇▇▇▇'▇ SERVICE
3.1 ▇▇ ▇▇▇▇▇▇ is retained on a non-exclusive 'when-needed' basis to provide
general advice and assistance to the Company regarding the operation of its
business in areas of sales and marketing planning strategies and assisting
in recruitment and training of personnel
2
at such times and at such locations as the Company and ▇▇ ▇▇▇▇▇▇ shall
agree from time to time. The Company agrees that such assistance shall not
exceed 20 hours in any month or involve an unreasonable amount of time and
will be subject in any event to ▇▇ ▇▇▇▇▇▇'▇ other work commitments and
obligations.
3.2 ▇▇ ▇▇▇▇▇▇ shall provide his services with reasonable care and skill and to
the best of his ability.
4. RETAINER
4.1 The Company shall pay to ▇▇ ▇▇▇▇▇▇ a retainer of Pound Sterling90,000.00
(such fee to be exclusive of Value Added Tax if applicable) payable monthly
at the rate of Pound Sterling2,500.00 per month upon ▇▇ ▇▇▇▇▇▇ rendering an
invoice commencing on 16th June 1999 and in addition the Company shall pay
▇▇ ▇▇▇▇▇▇ for any out of pocket expenses agreed between them.
4.2 Notwithstanding any dispute between the Company and ▇▇ ▇▇▇▇▇▇ regarding any
aspect of this Agreement or in connection with any other contractual
arrangement between them the Retainer shall be paid to ▇▇ ▇▇▇▇▇▇ in full
and without deduction or set off.
5. CONFIDENTIAL INFORMATION
5.1 ▇▇ ▇▇▇▇▇▇ agrees to treat as secret and confidential and not at any time
for any reason disclose or permit to be disclosed to any person or
otherwise make use of or permit to be made use of any unpublished
information relating to the Company's technology or other know-how business
plans or finances or any such information relating to a subsidiary supplier
customer or client of the Company where the information was received during
the period of this Agreement and upon termination of this Agreement for
whatever reason ▇▇ ▇▇▇▇▇▇ shall deliver up to the Company all working
papers computer disks and tapes or other material and copies provided to or
prepared by him pursuant either to this Agreement or to any previous
obligation owed to the Company.
6. STATUS AND TAX LIABILITIES
6.1 It is agreed that ▇▇ ▇▇▇▇▇▇ shall be responsible for all income
tax liabilities and National Insurance or similar contributions
in respect of the Retainer.
3
IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and
year first before written
SIGNED SIGNED
--------------------------------- ----------------------------
▇ ▇ ▇▇▇▇▇▇ For and on behalf of HUGO
INTERNATIONAL LIMITED