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Consulting And Non-compete Agreement

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Exhibit 10.6
CONSULTING AND NON-COMPETE AGREEMENT


This Agreement is made as of March 24, 2004 between WIDEPOINT CORPORATION, a Delaware corporation (the "Company); and Jay O. Wright ("Consultant"). The Company and Consultant agree as follows:

1. Consultancy . The Company agrees to retain Consultant in the respective position set forth herein and Consultant accepts such engagement by the Company upon the terms and conditions set forth in this Agreement, for the period beginning on the date of this Agreement and ending upon termination pursuant to paragraph 4 (the "Consulting Period") or upon replacement of this Agreement with a new agreement..

2. Compensation and Benefits . In consideration for the valuable services to be rendered by Consultant and for Consultant's agreement not to compete against the Company or its subsidiaries as described in paragraph 5, the Company hereby agrees for an initial period of ninety (90) days of the Consultant Period, the Company will pay Consultant a monthly gross fee of $5,000 per month (the "Fee"). This initial Consulting Period will be extended unless otherwise terminated per provisions of paragraph 4 or continued in accordance with other provisions of this agreement. Such Fee will increase to $10,000 per month upon the Company achieving consolidated annualized Revenues run-rate of $15 Million; and further increase to $12,500 per month upon the Company achieving consolidated annualized Revenues run-rate of $25 Million. Consultant shall be entitled to reimbursement for actual business expenses that occur as a normal part of business. These expenses include, but are not limited to, mileage, business meals, cell phone, long distance charges, and postage. Travel outside of the Greater Washington-Baltimore area, to include overnight lodging and associated expenses must be pre-approved by the Company.

3. Services . During the Consulting Period, Consultant agrees to devote Consultant's best efforts of Consultant's business time and attention as is needed to properly advise the company regarding the business affairs of the Company in the performance of duties as a Financial Consultant of Chesapeake Government Technologies, Inc. During the Consulting Period, Consultant agrees to render such services as the Company may from time to time direct. During the Consulting Period, Consultant agrees that Consultant will not, become engaged in or render services for any business that prevents or interferes with the Consultant advising the Company. The Company agrees that during the Consulting Period, Consultant shall not be required to relocate from his current residence.


4. Termination . The Consulting Period will continue for a period of ninety (90) days from the date of this Agreement and thereafter on a month to month basis unless and until terminated earlier by (a) Termination provisions of Article VIII of the Widepoint Corporation/Chesapeake Government Technologies, Inc., merger agreement, (b) Consultant's death or permanent disability which renders the Consultant unable to perform Consultant's duties hereunder (as determined by the Company in their good faith judgment), (c) Consultant's resignation upon prior written notice to the Company of thirty (30) days [except as noted in section 4(d)], (d) Either the Company's election or Consultant resignation, with a minimum of thirty (30) days written notice, but in no instance less than ninety (90) day subsequent to the commencement of the Consulting Period if no deal is closed or any definitive agreement is under negotiations or (e) by the Company for Cause. For purpose of this paragraph 4, "Cause" shall mean (i) the repeated failure or refusal of Consultant to follow the lawful directives of the Company or its designee (except due to sickness, injury or disabilities), (ii) gross inattention to duty or any other willful, reckless or grossly negligent act (or omission to act) by Consultant, which, in the good faith judgment of the Company, materially injures the Company, including the repeated failure to follow the policies and procedures of the Company, (iii) a material breach of this Agre
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