FORM OF
CONSULTING AGREEMENT
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In consideration of the issuance of the attached Warrant to purchase
100,000 shares of common stock, par value $.02 per share, of Document Security
Systems, Inc. ("DCSS") (the "Warrant"), Howard Safir, individually and on behalf
of The November Group ("SAFIR") and DCSS agree as follows:
SECTION 1:
a. SAFIR will employ his best efforts to present and promote the
products and technology of DCSS to contacts and clients of himself and The
November Group, his consulting firm, during the period described in Section 2 of
this Consulting Agreement.
b. The right to 40,000 shares of the Warrant shall vest immediately
upon the execution of this Agreement. The right to 30,000 shares of the Warrant
shall vest contingent upon SAFIR and/or The November Group, his consulting firm,
making presentation/promotions to contacts and clients and generating $1,000,000
in sales or licensing fees of DCSS products or technology during the first year
following the date of this Agreement. The right to the last 30,000 shares of the
Warrant shall vest contingent upon SAFIR and/or his consulting firm, making
presentation/promotions to contacts and clients and generating $1,000,000 in
sales or licensing fees of DCSS products or technology during the second year of
this Agreement.
SECTION 2:
The term of this Agreement and SAFIR*s performance hereunder encompasses the
period from the date of the execution of this Agreement until two years from the
initial vesting of the Warrant set forth above.
SECTION 3:
DCSS will reimburse SAFIR for all expenses incurred in the performance of this
contract, provided that SAFIR receives DCSS* approval for reimbursement prior to
incurring the expense. Such expenses include, but are not limited to: lodging,
flights, meals, and ground transportation. Unless requested by DCSS, SAFIR is
not obligated to provide cost estimates for expenses when seeking approval,
provided incurred expenses are reasonable for each approved category of expense.
If SAFIR provides a cost estimate prior to approval, incurred and reimbursable
expenses can reasonably vary from the cost estimate.
SECTION 4:
Any notice or other communication required or permitted hereunder shall be in
writing and shall be delivered personally (including by courier or overnight
carrier), or sent by facsimile transmission, or by certified or registered first
class mail, postage prepaid. Any such notice shall be deemed given when so
delivered personally; or if sent by facsimile transmission, when transmitted;
or, if mailed, forty-eight (48) hours after the date of deposit in the mail, as
follows:
a. If to SAFIR, to:
The November Group do Howard Safir
137 Charles Street
Annapolis, Maryland 21401
Telephone: (402) 280-2821
Fax number: (402) 280-6121
b. If to DCSS, to:
Attention: Patrick White
36 W. Main Street
Suite 710
Rochester, NY 14614
Telephone: (585) 232-1500
Fax number: (585) 232-5960
Either party may, by notice given in accordance with this Section to the other
party hereto, designate another address, fax number or person for receipt of
notices hereunder.
SECTION 5:
This Consulting Agreement constitutes the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof and
supersedes all prior discussions, agreements and undertakings, written or oral,
of any and every nature with respect thereto. No course of prior dealings
between SAFIR and DCSS or usage of trade shall be relevant to give particular
meaning to, supplement or qualify any of the terms and conditions of this
Consulting Agreement.
SECTION 6:
This Consulting Agreement may be amended, superseded or canceled, and the terms,
provisions and conditions hereof may be waived, only by a written instrument
signed by authorized representatives of the parties hereto or, in the case of a
waiver, by an authorized representative of the party waiving compliance. No such
written instrument shall be effective unless it expressly recites that it is
intended to amend, supersede or cancel this Consulting Agreement or to waive
compliance with one or more of the terms hereof, as the case may be. No delay on
the part of any party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof, nor shall any waiver on the part of any party
of any such right, power or privilege, or any single or partial exercise of such
right, power or privilege, preclude any further exercise thereof or the exercise
of any other such right, power or privilege. The rights and remedies herein
provided are cumulative and are not exclusive of any rights or remedies that any
party may otherwise have at law or in equity.
SECTION 7:
This Consulting Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. This
Consulting Agreement is not assignable without the prior written consent of the
non-assigning party hereto, except that either party hereto may assign its
rights hereunder to an affiliate of such party without the permission of the
other party; PROVIDED, HOWEVER, that no such assignment shall operate to release
the assigning party from its duties or liabilities hereunder.
SECTION 8:
This Consulting Agreement may be executed by the parties hereto in separate
counterparts which together shall constitute one and the same instrument.
SECTION 9:
None of the provisions of this Consulting Agreement shall be for the benefit or
enforceable by any other person not a party to this Consulting Agreement.
SECTION 10:
If any provision or any portion of any provision of this Consulting Agreement or
the application of any such provision or any portion thereof to any person or
circumstance, shall be held invalid or unenforceable, the remaining portion of
such provision and the remaining provisions of this Consulting Agreement, or the
application of such provision or portion of such provision as is held invalid or
unenforceable to persons or circumstances other than those as to which it is
held invalid or unenforceable, shall not be affected thereby and such provision
or portion of any provision as shall have been held invalid or unenforceable
shall be deemed limited or modified to the extent necessary to make it valid and
enforceable and in no event shall this Consulting Agreement be rendered void or
unenforceable.
SECTION 11:
The parties hereto represent that in the negotiation and drafting of this
Consulting Agreement they have each been represented by and relied upon the
advice of the respective counsel of its choice. The parties hereto affirm that
each of their counsel have had a substantial role in the drafting and
negotiation of this Consulting Agreement and, therefore, the rule of
construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Consulting
Agreement.
SECTION 12:
This Consulting Agreement is being executed simultaneously with the Warrant.
This Consulting Agreement is governed by New York law (without regard to the
choice of law principles thereof).
DOCUMENT SECURITY SYSTEMS, INC. HOWARDSAFIR/THE NOVEMBER GROUP
By: ______________________ _______ By: _______________ _______
Patrick White As of Howard Safir As of
President/CEO July 18, 2003 July 18, 2003