EXHIBIT 10.5
CONSULTING AGREEMENT WITH ▇▇▇▇▇▇ ▇▇▇▇▇
January 1, 2001
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇:
This will serve as the agreement between ▇▇▇▇▇▇ ▇▇▇▇▇ ("the
Consultant") and Global Information Group/ADVA International. ("GIG") pursuant
to which the Consultant will serve GIG as the Chief Financial Officer.
1. Services. The Consultant will perform the services as needed in this
capacity.
2. Fees. Charges for the services of ▇▇▇▇▇▇ ▇▇▇▇▇ will be solely based
upon the schedule below. The hourly fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇ shall be paid as
provided in Paragraph 3 (b) below.
January 1, 2001 to December 31, 2001 - $200.00 per hour
3. Billing.
(a) Unless the nature or timing of the projects is changed by GIG and
agreed to by ▇▇▇▇▇▇ ▇▇▇▇▇. Should GIG decide to change the nature or timing of
the project, there may be subsequent discussions with ▇▇▇▇▇▇ ▇▇▇▇▇ to revise the
project cost estimate and/or the timing of the project. Any changes to the
maximum cost estimate, the term of this Agreement or the scope of services must
be in writing and agreed to by GIG and ▇▇▇▇▇▇ ▇▇▇▇▇.
(b) On or before the 1st day of each calendar month, ▇▇▇▇▇▇ ▇▇▇▇▇ will
submit his invoice for the previous month, which will be payable ten days after
receipt but in no event later then the 10th day of the month.
4. Any and all improvements, inventions, discoveries, formulas,
processes, or methods within the scope of the business activities of the
Company, or any of its affiliates (as such term is defined in Rule 405 under the
Securities Act of 1933) which Consultant may conceive or make during his
consultation period with the Company shall be the sole and exclusive property of
the Company or such affiliates. Consultant agrees, whenever requested to do so
by the Company and at its expense, to execute and sign any and all applications,
assignments, or other instruments, and to do all other things which the Company
may deem necessary or appropriate in order to apply for patent or other
protection in the United States or any foreign country for such improvements,
discoveries, formulas, processes, or methods.
5. Confidentiality. ▇▇▇▇▇▇ ▇▇▇▇▇ acknowledges his responsibility, both
during and after the term of its appointment, to use all reasonable efforts to
preserve the confidentiality of any information or data developed by ▇▇▇▇▇▇
▇▇▇▇▇ on behalf of GIG or disclosed by GIG to ▇▇▇▇▇▇ ▇▇▇▇▇. Notwithstanding the
above, ▇▇▇▇▇▇ ▇▇▇▇▇'▇ obligation to maintain the confidentiality of any such
information that it maintains in its possession or control, shall cease on the
third anniversary of the termination of this agreement. All information provided
by GIG remains the property of GIG. All information, reports and materials
produced by ▇▇▇▇▇▇ ▇▇▇▇▇ for GIG becomes and remains the property of GIG. Any of
the foregoing information must be turned over to GIG promptly upon request.
▇▇▇▇▇▇ ▇▇▇▇▇ will not use any such information for any purpose other than for
the benefit of WPC. This paragraph 5 shall survive the expiration or earlier
termination of this Agreement for three years.
6. Indemnity. (a) It is acknowledged that ▇▇▇▇▇▇ ▇▇▇▇▇ cannot undertake
to verify facts supplied to it by GIG. Accordingly, GIG agrees to indemnify and
hold harmless ▇▇▇▇▇▇ ▇▇▇▇▇ from and against any and all losses, claims, damages,
expenses (including reasonable attorney's fees and disbursements) or liabilities
("collectively, damages") which ▇▇▇▇▇▇ ▇▇▇▇▇ may incur as a result of any
materials, releases, reports or information supplied to ▇▇▇▇▇▇ ▇▇▇▇▇ by GIG and
for which ▇▇▇▇▇▇ ▇▇▇▇▇ has no responsibility. Notwithstanding anything contained
herein to the contrary, GIG shall not be obligated to indemnify and hold
harmless ▇▇▇▇▇▇ ▇▇▇▇▇ for ▇▇▇▇▇▇ ▇▇▇▇▇'▇ misconduct or negligence.
(b) ▇▇▇▇▇▇ ▇▇▇▇▇ shall indemnify and hold harmless GIG in respect to
any and all losses, claims, damages, expenses(including reasonable attorney fees
and disbursements) which GIG may incur as a result of ▇▇▇▇▇▇ ▇▇▇▇▇'▇ misconduct,
negligence or breach of this Agreement.
(c) The provisions of this Paragraphs 5 shall survive the expiration or
earlier termination of this agreement for three years.
7. Term of Appointment. ▇▇▇▇▇▇ ▇▇▇▇▇'▇ appointment under this agreement
shall be effective as of January 1, 2001 and continue thereafter until December
31st, 2001. GIG shall have the option to extend this agreement for another one
year on the terms and conditions herein contained by giving written notice to
▇▇▇▇▇▇ ▇▇▇▇▇ on or before September 30th, 2001. Either party may terminate this
agreement by giving the other party three-month's prior written notice.
Upon termination of this agreement, (I) ▇▇▇▇▇▇ ▇▇▇▇▇ shall transfer, assign and
make available to GIG all property and materials in its possession or control
belonging to GIG and (ii) the fees and reimbursements due and payable by GIG to
▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to this agreement shall be the remainder of the contract
through the date of termination.
8. Notices. Any notice, statement, demand, consent, approval or other
communication (collectively referred to herein as "Notices") required or
permitted to be given, rendered or made by neither party hereto to the other,
pursuant to this Agreement or pursuant to any applicable Law, shall be in
writing (whether or not so stated elsewhere in this Agreement) and shall be
deemed to have been properly given, rendered or made (a) on the day when
delivered by hand or sent by telefacsimile with reasonable proof of delivery,
(b) on the third Business Day after being posed in a United States post office
station or letter box in the continental United States if sent by registered or
certified mail, return receipt requested, of (c) on the next succeeding Business
Day if sent by an nationally recognized overnight courier service, delivery
charges prepaid, addressed to the other party at the respective address set
forth below:
To GIG:
Global Information Group USA, Inc
▇▇▇▇▇▇▇ ▇▇▇▇
President
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
To ▇▇▇▇▇▇ ▇▇▇▇▇:
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
9. Governing Law. This agreement will be governed by and construed in
accordance with the laws of the State of New York.
10. Entire Agreement. This Letter Agreement constitutes the entire
agreement between GIG and ▇▇▇▇▇▇ ▇▇▇▇▇ with respect to the subject matter
hereof, supersedes all prior agreements or understandings, whether written or
oral, between GIG and ▇▇▇▇▇▇ ▇▇▇▇▇ with respect to such subject matter.
11. Changes, Etc. This Letter Agreement may not be changed, rescinded,
or modified, except by as described herein and by the agreement in writing
between the parties hereto.
If you are in agreement with the above, would you kindly sign both copies of
this letter in the space provided for that purpose below and return one copy to
▇▇▇▇▇▇ ▇▇▇▇▇ for his records.
Global Information Group USA, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Date:January 1, 2001
Agreed between and by ▇▇▇▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Date:January 5, 2001