1
EXHIBIT 10.46
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") between F.Y.I.
Incorporated, a Delaware corporation ("Company") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
("Consultant") is hereby entered into and effective as of January 27, 1999. The
Agreement hereby supercedes any other employment or consulting agreement or
understanding, written or oral between the Company or its subsidiaries and the
Consultant.
NOW, THEREFORE, in consideration of the mutual promises, terms,
covenants and conditions set forth herein and the performance of each, it is
hereby agreed as follows:
1. Duties.
(a) The Company hereby engages Consultant as a national litigation
support project consultant, as well as a merger and acquisition
consultant, to assist the Company in implementing its 1999 strategy and
plan. Specific projects will be identified as required. Exhibit "A"
represents current consulting activities anticipated.
(b) The consulting activities will be provided solely by
Consultant. Consultant hereby accepts this engagement upon the terms
and conditions herein contained and agrees to devote approximately
(forty (40) hours a week) to promote and further the business and
services of the Company.
2. Fees.
(a) Consultant shall charge a fee of $13,000 per month. Such fees
shall be payable in arrears by the fifth business day of the following
month.
(b) The Company shall reimburse Consultant for all ordinary and
necessary business expenses lawfully and reasonably incurred by
Consultant in the performance of its services. All reimbursable
expenses shall be appropriately documented in reasonable detail by
Consultant upon submission of any request for reimbursement.
1
2
3. Term; Termination; Rights of Termination. The term of this Agreement
shall begin on the date of this Agreement and continue until either
party terminates. Either party may terminate at any time with ninety
(90) days notice. Consultant shall accept $39,000 in lieu of ninety
(90) days notice from the Company. If the Consultant terminates without
giving ninety (90) days notice, the Company shall pay Consultant an
amount equal to or less than $39,000 at the Company's sole discretion.
4. Taxes. It is mutually understood and agreed that in the performance
of its services under this Agreement, Consultant is at all times
performing its services as an independent contractor, and acknowledges
that it is responsible for payment of its federal income tax,
employment taxes and social security taxes for its employees. Further,
Consultant will comply with all taxing authorities, regulations and
laws, whether federal or state. Consultant shall not take any actions
or make any representations to any person that would suggest that any
other relationship exists between the Company and Consultant other than
that Consultant is an independent contractor. Consultant shall have no
right or authority to assume or create any obligations on behalf of the
Company, express or imply, nor shall Consultant represent to any person
that has such authority or that serves the Company in any capacity
other than as an outside Consultant. In addition, the Company shall not
be liable for any injuries suffered by Consultant while Consultant is
consulting for the Company.
5. Nondisclosure and Nonuse of Confidential Information. Except as
required by the nature of Consultant's duties or with the prior written
approval of an authorized officer of the Company, Consultant will not
during the term of this Agreement or thereafter for three (3) years,
use or disclose any confidential information of the Company or its
subsidiaries, any of its customers or any potential acquisition
candidate, including without limitation customer lists, market
research, strategic plans or other information or discoveries,
inventions, improvements, know-how, methods or other trade secrets,
whether developed by Consultant or others. Consultant will comply with
the Company's policies and procedures for the protection of
confidential information.
6. Use and Return of Documents. Consultant will not disclose any
documents, record, tapes and other media that contain confidential
information and will not copy any such material or remove it from the
Company's offices except as approved by an authorized officer of the
Company. Upon termination of this Agreement, Consultant will return to
the Company all copies of documents, records, tapes, and other media
that contain confidential information.
7. [INTENTIONALLY LEFT BLANK].
2
3
8. Remedies. Consultant acknowledges that in the event of a violation
by it of this Agreement the harm to the Company could be irreparable.
Consultant agrees that, in addition to any other remedies provided by
law, the Company will be entitled to obtain injunctive relief against
any such violation without having to post a bond.
9. Complete Agreement. There are no oral representations,
understandings, or agreements with the Company or any of its officers,
directors or representatives covering the same subject matter as this
Agreement. This written Agreement is the final, complete and exclusive
statement and expression of the agreement between the Company and
Consultant and of all the terms of this Agreement, and it cannot be
varied, contradicted or supplemented by evidence of any prior or
contemporaneous oral or written agreements. This written Agreement may
not be later modified except by a further writing signed by the Company
and Consultant, and no term of this Agreement may be waived except by
writing signed by the party waiving the benefit of such terms.
10. No Waiver. No waiver by the parties hereto of any default or breach
of any term, condition or covenant of this Agreement shall be deemed to
be a waiver of any subsequent default or breach of the same or any
other term, condition or covenant contained herein.
11. Notices. Whenever any notice is required hereunder, it shall be
given in writing addressed as follows:
To the Company: F.Y.I. Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Senior Vice President and
General Counsel
To Consultant: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Notice shall be deemed given and effective five (5) days after the
deposit in the U.S. mail of a writing addressed as above and sent first
class mail, certified, return receipt requested, or when actually
received. Either party may change the address for notice by notifying
the other party of such change in accordance with this paragraph 11.
3
4
12. Severability; Headings. If any portion of this Agreement is held
invalid or inoperative, the other portions of this Agreement shall be
deemed valid and operative and, so far as is reasonable and possible,
effect shall be given to the intent manifested by the portion held
invalid or inoperative. The paragraph headings herein are for reference
purposes only and are not intended in the way to describe, interpret,
defined or limit the extent or intent of this Agreement or of any part
hereof.
13. Governing Law; Place of Performance. This Agreement shall in all
respects be construed according to the laws of the State of Texas.
[Balance of sheet intentionally left blank]
4
5
IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement to
be executed as of the date first above written.
F.Y.I. INCORPORATED
By: /s/ ▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
----------------------
▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
CONSULTANT
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
5