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Consulting Agreement

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Sectors: Consumer Products (Non-Durables)
Governing Law: New York, View New York State Laws
Effective Date: May 01, 1997
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CONSULTING AGREEMENT


CONSULTING AGREEMENT dated as of May 1, 1997 between Cable & Co. Worldwide, Inc., a Delaware corporation (the "Company") having an office at 724 Fifth Avenue, New York, New York 10019, and Susquehana Holding Corp., a Delaware Corporation, having an office at 230 Mathers Road, Ambler, Pennsylvania 19002 ("Susquehana" or the "Consultant").


W I T N E S S E T H:


WHEREAS, the Company wishes to retain Consultant to provide the Company with certain consulting services and Consultant is willing to provide such consulting services, on the terms and conditions set forth herein,


NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:


Section 1. Retention of Susquehana. The Company hereby retains and engages Susquehana, and Susquehana hereby accepts such engagement, in each case subject to the terms and conditions of this Agreement.


Section 2. Services.


(a) On the terms and subject to the conditions herein contained, the Company hereby engages Consultant as a consultant, and Consultant hereby accepts such engagement. Consultant's duties shall be to consult with the Board of Directors and management of the Company, from time to time, as requested by the Company with regard to operations, strategic planning and business development including marketing of products and targeting of acquisitions for the Company and such other aspects of the business of the Company as Consultant and the Company may agree from time to time.


(b) In connection with any proposal made by Susquehana pursuant to this Agreement, the Company and Susquehana acknowledge that the Company shall not be obligated to accept such proposal or further obligate itself hereunder.


Section 3. Compensation.


(a) The Company shall pay to Susquehana $100,000 as compensation for the services specified in Section 2 hereof. The Company acknowledges that it does not currently have the financial ability to pay for Susquehana's services in cash. Therefore, in lieu of such cash payment and in consideration of services heretofore rendered, and to be rendered by Susquehana, pursuant to this Agreement, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by the Company, the Company, concurrently with


the execution hereof, shall issue to Susquehana 500,000 shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock").


Section 4. Assignability of Shares. The Shares have not been registered under the Securities Act or any state securities law and shall not be transferred, sold, assigned or hypothecated in violation thereof. If permitted by the foregoing, any such transfer, sale, assignment or hypothecation shall be effected by Susquehana by surrendering the Shares for assignment at the office of the Company, accompanied by an opinion of counsel satisfactory to the Company and its counsel, stating that such transfer does not violate the Securities Act or any applicable state securities law.


Section 5. Non-Competition. Susquehana acknowledges that in the course of its engagement it will become familiar with trade secrets and other confidential information (collectively, "Confidential Information") concerning the Company and that its services will be special, unique and extraordinary to the Company. Subject to the limitations set forth herein, Susquehana agrees that during the Term and for a period of one year thereafter it shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the business of the Company as such business exists within an
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