CONSULTING AGREEMENT
AGREEMENT made this 21st day of July, 2006, by and between ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, an individual, with a
principal place of business at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter "CONSULTANT"), and Elcom
International, Inc., a duly organized Delaware corporation with its principal place of business at ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter "ELCOM").
WHEREAS, ELCOM is a public company engaged in the provision of internet-based procurement software
services; and
WHEREAS, CONSULTANT represents itself as having expertise in the area of accounting and financial
matters; and
WHEREAS, ELCOM is desirous of purchasing the services of CONSULTANT in CONSULTANT's area of expertise;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as
follows:
1. A. ELCOM agrees to purchase CONSULTANT's services and CONSULTANT agrees to provide his
services as a temporary, non-employee financial consultant to assist ELCOM in maintaining its financial
records (the "WORK").
1.) Work Hours - Commencing on July 24, 2006, CONSULTANT initially agrees to WORK Monday,
Wednesday, Thursday and Friday, from 10:00a.m. to 4:00p.m., subject to ELCOM's request
that CONSULTANT perform his services on such days. ELCOM may reduce CONSULTANT'S work
hours, or by mutual agreement may also increase the work hours. ELCOM also agrees
that CONSULTANT may take six weeks of unpaid vacation time each year.
2.) Price - The total hourly cost to be paid by ELCOM for CONSULTANT's services shall be
$150 per hour from the date of this agreement until December 31, 2006, and thereafter
shall be at a rate of $175 per hour. ELCOM will not be responsible for any of
CONSULTANT'S travel expenses, unless CONSULTANT agrees to perform services at a
location other than ELCOM's headquarters' in CityplaceNorwood, ▇▇▇▇▇▇▇.
3.) Payment - CONSULTANT will provide a ▇▇▇▇ to ELCOM as of the 15th and last day of each
month which, if approved by ELCOM, will be paid in the next vendor pay cycle completed
by ELCOM.
4.) Performance Period - The period of time from when the performance of CONSULTANT
commences to when this agreement is terminated.
5.) ELCOM Supplied Personnel, Equipment/Facilities - All personnel, equipment, tools,
space or other items required for CONSULTANT to perform his duties shall be supplied
by ELCOM.
B. CONSULTANT shall perform the effort required to complete the WORK pursuant to this Agreement
according to the terms of this Agreement.
C. If CONSULTANT determines that CONSULTANT is unable to perform the effort required to render
the services required to complete the WORK, CONSULTANT shall so notify ELCOM thirty (30)
days before CONSULTANT will be unable to complete the WORK. Such a notification to ELCOM
shall subject CONSULTANT to termination of this Agreement under Section 7.
D. CONSULTANT represents and warrants that the services performed by CONSULTANT shall conform
in all material respects to professional standards and this Agreement. All work shall be
performed in a workmanlike and professional manner by CONSULTANT with the level of skill in
the area commensurate with the requirements of the work to be performed and the applicable
professional standards currently recognized by such profession.
2. TERM OF AGREEMENT
This Agreement shall continue in force until it is terminated in accordance with Section 7
hereof.
3. TRADE SECRETS
CONSULTANT acknowledges that information concerning or related to the research, design,
development, and licensing of ELCOM's products, including, without limitation, the general
business operation of ELCOM (e.g., sales, costs, profits, pricing methods, organization,
customer lists, processes, equipment, etc.), and findings, reports, inventions, discoveries,
developments and improvements disclosed to CONSULTANT by ELCOM or written, invented, made or
conceived by CONSULTANT under this Agreement, is of a confidential and secret character and of
great value to ELCOM. Accordingly, CONSULTANT does hereby agree not to divulge to anyone,
either during or after the term of this Agreement, any such information obtained or developed
by CONSULTANT during the term of this Agreement. Upon the termination of this Agreement,
CONSULTANT agrees to deliver up to ELCOM all documents, papers, drawings, tabulations, reports,
computer media, data and similar documentation furnished by ELCOM to CONSULTANT or prepared by
CONSULTANT in the performance of CONSULTANT's consulting services hereunder. Upon the
termination of this Agreement, CONSULTANT shall make no further use of any such information
without the prior written consent of an authorized representative of ELCOM. CONSULTANT agrees
not to make any reproductions of any material supplied by ELCOM without ELCOM's prior written
consent.
4. DISCOVERIES, INVENTIONS, COPYRIGHTS, ETC.
All findings, reports, inventions, discoveries, developments and improvements written,
invented, made or conceived by CONSULTANT in the course of or arising out of or suggested by
the consulting services to be performed hereunder (hereinafter "Inventions") shall become and
remain the sole and exclusive property of ELCOM. CONSULTANT hereby transfers and assigns to
ELCOM all right, title and interest in and to the same whether or not patent applications are
filed thereon. Upon request and at the expense of ELCOM, CONSULTANT will from time to time
during and after the Term of this Agreement make applications upon such Inventions through
Attorneys and representatives designated by ELCOM of Letters Patent in the United States and in
all other countries and shall assign such applications to ELCOM. CONSULTANT will give ELCOM,
ELCOM's attorneys and representatives, all reasonable assistance in preparing said applications
and, from time to time, upon request, execute all papers and do all things that may reasonably
be required to protect the rights of ELCOM and vest in ELCOM the Inventions and Letters Patent,
all as herein provided.
CONSULTANT expressly acknowledges that all materials written, developed, produced or which
otherwise arise out of services performed by CONSULTANT under this Agreement shall be
considered works made for hire and as a consequence, all copyrights shall be owned exclusively
by ELCOM. CONSULTANT hereby transfers and assigns to ELCOM all right, title and interest in
and to the same without additional consideration therefor.
5. INDEMNIFICATION
CONSULTANT and ELCOM agree to take all necessary precautions to prevent injury to any persons
(including CONSULTANT, and employees of ELCOM) or damage to property (including ELCOM's
property) during the Term of this Agreement and shall indemnify and hold each other harmless
against all loss and expense resulting from any act on the part of CONSULTANT or ELCOM, as the
case may be, that occurs during the performance of this Agreement.
CONSULTANT is an independent contractor in all its operations and activities under this
Agreement. CONSULTANT is responsible for all obligations, payments and reports required by
Social Security, Unemployment Insurance, Worker's Compensation, Income Tax and all other local,
state or federal laws related to employer-employee obligations. CONSULTANT agrees to hold
harmless, indemnify and reimburse ELCOM for any taxes, premiums, assessments and other
liabilities (including penalties and interest) that ELCOM may be required to pay due to
CONSULTANT's breach of this paragraph.
6. WAIVER OF CLAIM
In consideration for the compensation paid under this Agreement, as well as other good and
valuable consideration, the receipt of which is hereby acknowledged, CONSULTANT hereby waives
all claims which he, his heirs, estate or successors in interest may have against ELCOM, its
employees, agents, directors, successors, or assigns, for the payment of wages, issuance of
stock options or other consideration arising from CONSULTANT'S prior employment by ELCOM, that
may be due to CONSULTANT, relating to any period after the date of this Agreement.
7. TERMINATION
A. For Cause: ELCOM shall have the right to terminate this Agreement immediately and without
further payment to CONSULTANT if CONSULTANT neglects or fails to perform or observe any of
CONSULTANT's obligations hereunder and a cure is not effected by CONSULTANT within ten
(10) days next following CONSULTANT's receipt of a cure notice issued by ELCOM.
B. For Convenience: ELCOM may terminate this Agreement at any time without cause upon
submitting to CONSULTANT a written notice to terminate. Upon receipt of such notice,
CONSULTANT shall immediately cease to perform WORK pursuant to this Agreement, unless
otherwise directed in ELCOM's termination notice. CONSULTANT shall promptly notify ELCOM
of costs incurred to the date of such termination, and ELCOM shall pay such costs in
accordance with the terms hereof.
C. Return of Property Upon termination, CONSULTANT shall immediately return to ELCOM, without
limitation, all documents, drawings, tools, and items of any nature whatever supplied to
CONSULTANT by ELCOM pursuant to this Agreement, or developed by CONSULTANT, in accordance
with Sections 3 and 4 hereof.
8. NOTICE
Any notice required to be given to CONSULTANT under the terms of this Agreement shall be in
writing and sent by registered or certified mail, postage prepaid, return receipt requested, to
the address stated above or such other address as CONSULTANT from time to time may have
designated by written notice to ELCOM and shall be deemed to have been given when received by
ELCOM.
9. INDEPENDENT CONTRACTOR
It is understood and agreed that the relationship of CONSULTANT and CONSULTANT's employees, if
any, to ELCOM is that of an independent contractor. ELCOM shall not provide insurance coverage
or benefits of any kind for CONSULTANT or CONSULTANT's employees, and ELCOM will not withhold
any amount that would normally be withheld from an employee's pay. CONSULTANT shall determine
the method, manner and means by which CONSULTANT's services will be performed.
10. MISCELLANEOUS
CONSULTANT is not an agent or employee of ELCOM and is not authorized to act on behalf of
ELCOM. This Agreement supersedes all prior agreements and understandings between the parties,
and may not be changed unless mutually agreed upon in writing by both parties. CONSULTANT
shall not assign this Agreement, or any interest therein, without the prior written consent of
ELCOM. In the event any provision of this Agreement is found to be legally unenforceable, such
unenforceability shall not prevent enforcement of any other provision of this Agreement. The
provisions of Paragraphs 3, 4, 5, 6, 9, 10, 11 and 12 shall survive the termination or
expiration of this Agreement for any reason.
11. CHOICE OF LAW
The laws of the PlaceNamePlaceNameplacePlaceTypeCommonwealth of PlaceNameMassachusetts shall
apply to govern, construe and enforce all of the rights, remedies and duties of the parties
arising from or in any way related to the subject matter of this Agreement. Jurisdiction and
venue for all purposes under this Agreement shall be the
PlaceNameplaceplacePlaceTypeCommonwealth of placeMassachusetts and the parties hereby consent to
such jurisdiction and venue.
12. ARBITRATION
Any claim or controversy arising out of or relating to this Agreement, or the breach thereof,
shall be resolved by final and binding arbitration conducted in Boston, Massachusetts, by one
(1) arbitrator in accordance with and subject to the Commercial Arbitration Rules of the
American Arbitration Association (the "AAA") then in effect. Such arbitrator shall be
demonstrably experienced and knowledgeable in matters pertaining to computer technology.
Judgment upon the award rendered in any arbitration may be entered in any court of competent
jurisdiction.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.
ELCOM INTERNATIONAL, INC. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: __/S/ ▇▇▇▇ ▇. Halnen____ By: ____/S/ ▇▇▇▇▇▇▇▇ ▇. Mulhern__________
Print: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Date: July 21, 2006
Title: President and Chief Executive Officer
Date: July 21, 2006
