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Exhibit 10.19
AGREEMENT FOR
MANAGEMENT CONSULTING SERVICES
This Agreement for Management Consulting Services, (this "Agreement")
is made as of the 14th day of December, 2001 by and between REGAL GREETINGS &
GIFTS CORPORATION, a Canadian corporation (the "Company"), and DREAMLIFE, INC.,
a Delaware corporation, located at 888 7th Avenue, 13th Floor, New York, New
York 10106, ("Dreamlife").
Mr. William Walsh ("Mr. Walsh") and Mr. Anthony Calandra ("Mr.
Calandra"), will be assigned by Dreamlife to render services hereunder to the
Company. Mr. Walsh and Mr. Calandra (collectively, the "Executives") have
expertise in various aspects of the fields of general corporate management,
corporate finance, business investment, marketing and other matters relevant to
the Company. The Company desires to obtain the assistance of the Executives in
those fields noted above in which it acknowledges the expertise of the
Executives.
Dreamlife and the Company have agreed upon the terms and conditions
pursuant to which Dreamlife will render certain services to the Company and both
parties desire to set forth such terms and conditions in writing. In
consideration of the foregoing and the consideration hereinafter stated and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, the parties hereby agree
as follows:
1. APPOINTMENT. The Company hereby appoints Dreamlife to render to the
Company the consulting and advisory services described in Section 2 below for a
period beginning on the date of this Agreement and ending December 31, 2011 (the
"Term'). This Agreement may be extended by mutual agreement of the parties.
2. SERVICES. During the Term, Dreamlife shall render to the Company,
upon request, management consulting services ("Management Consulting Services"),
consisting of general corporate management, corporate finance, marketing,
business investment and such other consulting services by the Executives as
shall be requested by the board of directors or the executive officers of the
Company from time to time. The Company acknowledges that Dreamlife's role is
that of a consultant and advisor to, and not that of a manager, employee or
officer of, the Company and that the Executives have no duty or obligation to
manage the business or affairs of the Company and are not employees or officers
of the Company.
3. FEES. In consideration of Dreamlife's agreement to perform, and
performance of, the Management Consulting Services hereunder, the Company shall
pay to Dreamlife, in cash and in United States Dollars, a fee for each calendar
quarter, or portion thereof, ending on March 31, June 30, September 30 and
December 31 of each fiscal year, equal to $125,000 Canadian Dollars per quarter
(i.e., $500,000 for each fiscal year) commencing on October 15, 2001.
Notwithstanding anything else in this Section 3, the fee payable to Dreamlife
for Management Consulting Services rendered for a portion of a calendar quarter
(including the quarter ending December 31, 2001) shall be pro-rated on a daily
basis. Such fee shall be due and payable in arrears on the first business day
immediately following the end of each calendar quarter.
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4. REIMBURSEMENT OF EXPENSES. The Company shall promptly reimburse
Dreamlife as and when requested, for all reasonable out-of-pocket expenses, such
as legal fees, copying charges and disbursements for telephone calls and courier
services, and for the expenses for any travel done on behalf of the Company
incurred by the Executives, Dreamlife or its designees in connection with the
rendering by Dreamlife of the Management Consulting Services pursuant to this
Agreement; provided, however, that prior to any retention of counsel by
Dreamlife in connection with this Agreement, Dreamlife shall request the consent
of the Company to retain counsel in such circumstances, which consent shall not
be unreasonably withheld.
5. DEFAULT. In the event that the Company shall fail to pay any of the
fees calculated as set forth in Section 3 when and as due, Dreamlife shall
notify the Company in writing of such failure. If the Company does not cure such
failure within five business days after the date such written notice is sent by
Dreamlife, the Company shall be deemed to be in default hereunder and Dreamlife
shall be entitled to withhold all services and to receive the full amount of the
fees and expenses payable pursuant to Section 3 and 4 for all Management
Consulting Services rendered through such fifth business day without rendering
any further services pursuant hereto until such default shall be actually cured.
6. PERMISSIBLE ACTIVITIES. The Company acknowledges that Dreamlife and
the Executives are permitted to engage in any business and to perform services
for its or their respective account and for others during the Term; provided,
that such business and services shall not be in competition with, or on behalf
of a person that is in competition with the Company.
7. APPLICABLE LAW; ASSIGNMENT. This Agreement shall be construed and
enforced in accordance with the laws of the State of New Jersey without regard
to principles of conflicts of laws and shall inure to the benefit of, and be
binding upon Dreamlife and the Company and their respective successors and
permitted assigns. This Agreement shall not be assigned by either party hereto
without the prior written consent of the other party hereto.
8. ARBITRATION. Any dispute, controversy or claim in connection with,
relating to, or arising out of, this Agreement or any breach or alleged breach
hereof, shall, upon the request of either party involved, be submitted to an
settled by arbitration in the City of Newark, State of New Jersey pursuant to
the rules then in effect of the American Arbitration Association (or at any
other place or under any other form of arbitration rules mutually acceptable to
the parties involved). Any award rendered pursuant to such arbitration shall be
final and conclusive upon the parties and a judgment thereon may be entered in
the highest court of the forum, state or federal, having jurisdiction thereof.
The expenses of the arbitration shall be borne equally by the parties to the
arbitration; provided, that each party shall pay for and bear the cost of its
own experts, evidence and counsel.
9. NO CONTINUING WAIVER. The waiver by either party of any breach of
this Agreement shall not operate as, or be construed to be, a waiver of any
subsequent breach.
10. LIABILITY OF DREAMLIFE. Neither Dreamlife nor any of its employees,
agents, directors, managers, members or officers shall be liable for any damages
or expenses arising
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from the provision of Management Consulting Services hereunder unless it or any
of them acts in bad faith.
11. LIABILITY UPON DEFAULT.
(a) In the event of a default by Dreamlife in the performance
of any of its obligations hereunder, the Company's remedy shall be limited to
the recovery of the fees actually paid to Dreamlife, pursuant to Section 3.
(b) In the event of a default by the Company in the payment to
Dreamlife of its fees and expenses pursuant to Section 3 and 4, the sole and
exclusive recourse and remedy of Dreamlife shall be against the Company and its
assets and under no circumstances shall any officer, director, employee,
representative, shareholder, agent or other affiliate of the Company be liable
in law or at equity for any obligation of the Company hereunder, and Dreamlife's
remedy shall be limited to collection of the fees and expenses payable to
Dreamlife pursuant to Sections 3 and 4.
12. TERMINATION. This Agreement may be terminated at any time
upon mutual consent of the parties.
13. NOTICE. Any notice or other communication from either party to
the other which may be specified in, or otherwise deemed necessary incident to,
this Agreement shall, in the absence of hand delivery with return receipt
requested , be deemed duly given when mailed if the same shall be sent to the
address of a party set out on the first page hereof (or any new address, notice
of which is provided in accordance with this Section) by registered or certified
mail, return receipt requested, and three business days after the mailing date
shall be deemed the date from which any time period pertaining to a date of
notice shall run.
IN WITNESS WHEREOF, the parties have excluded and delivered this
Agreement as of the date first above written.
REGAL GREETINGS & GIFTS CORPORATION
By:
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Name:
Title:
DREAMLIFE, INC.
By:
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Name:
Title:
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