EXHIBIT 10.1
Agreement dated as of July 9, 1996
between the Registrant and Jerome M. Wenger
[JEROME WENGER LETTERHEAD]
NoFire Technologies, Inc.
21 Industrial Avenue
Upper Saddle River, NJ 07458
Attention: Sam Oolie, CEO
Re: Consulting Agreement
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This is to acknowledge and confirm the following terms of our Consulting
Agreement which shall be effective as of the date it is agreed to and accepted
by NoFire Technologies, Inc. (the "Company").
(1) Jerome M. Wenger ("Wenger") is actively involved in providing
financial public relations, consulting and advisory services to clients.
(2) The Company hereby engages Wenger, and Wenger hereby agrees, to
render financial public relations, consulting and advisory services to the
Company.
(3) During the term of this Consulting Agreement:
(a) Wenger shall provide assistance and advice to, and consult
with, the Company concerning: the general operations of the business of the
Company and expansion of its services; financial, investor and stockholder
relations; financial public relations presentations of the Company; and
identification and implementation of new business directions through internal
and external means; and shall review and advise the Company regarding its
overall progress and needs. Such advice and consultation shall be provided by
Wenger to the Company in such form, manner and place as the Company reasonably
requests.
(b) If requested, Wenger or his representative shall attend
certain meetings of the Board of Directors upon invitation of the board, and
participate in executive management discussions upon request of the Company's
management. The Company shall reimburse Wenger or his representative for any
reasonable costs incurred in connection with attendance at such meetings. All
costs must be approved by the Company prior to being incurred.
(c) Wenger shall coordinate financial public relations with other
firms engaged by the Company for such purpose on those topics and activities
vital to the Company's business.
(d) Wenger may arrange, with the prior written approval of the
Company, periodic domestic or international trips to introduce the Company to
the financial community. The Company agrees to promptly reimburse Wenger, upon
receipt of invoices therefor, for reasonable out-of-pocket expenses incurred in
connection with any agreed upon trip.
(4) (a) Within forty-five (45) days after the date of this Consulting
Agreement, the Company will cause a registration statement on Form S-8 to be
filed with the Securities and Exchange Commission for the purpose of registering
62,500 shares of Common Stock of the Company to be issued to Wenger pursuant to
paragraph 4(b) below.
(b) Upon the registration described in Paragraph 4(a) above
becoming effective, the Company shall issue to Wenger in consideration for
providing the services set forth herein 62,500 shares of fully vested,
nonassessable, Common Stock of the Company.
(5) The term of the Consulting Agreement shall commence on July 1, 1996
and end on January 31, 1997 or such earlier time as the Company in its sole
discretion shall decide.
(6) Wenger will not disclose to any other person, firm or corporation,
nor use for his own benefit during or after the term of this Consulting
Agreement, any trade secrets or information designated as confidential by the
Company which is acquired by Wenger in the course of his performing services
hereunder. Trade secrets or information can include, by a way of example,
products or services under development, production methods and processes,
sources of supply, lists of present and potential customers, marketing plans,
information concerning the filing or pendency of patent applications and uses
and potential uses of the Company's products.
(7) In performing his duties as set forth in this Consulting Agreement,
Wenger shall abide by all applicable laws, including federal and state
securities laws, and shall make all disclosures required by such laws, including
disclosures required as a result of Wenger entering into this Consulting
Agreement with the Company.
(8) Wenger represents that he has obtained all licenses or
registrations required in order to perform the services set forth in the
Consulting Agreement. Wenger also represents that he is not prohibited from
entering into this Consulting Agreement or performing his obligations under this
Consulting Agreement by any law, regulation, contract, decree, order or
agreement.
(9) Wenger and the Company hereby acknowledge that Wenger is an
independent contractor. Wenger shall not hold himself out as, nor shall he take
any action from which others might infer, that he is a partner of, agent of,
employee of, or a joint venturer with the Company.
(10) The Company agrees to indemnify and hold Wenger, his affiliates
and agents (collectively, the "Wenger Indemnified Persons") harmless from and
against all losses, claims, damages, liabilities, costs or expenses, including
reasonable attorneys' and accountants' fees (collectively the "Liabilities"),
which the Wenger Indemnified Persons may incur based upon incorrect information,
representations, reports or data which the Company has provided Wenger to the
extent that such material is furnished, prepared, approved and/or used by
Wenger. The foregoing indemnification shall not apply, however, and Wenger shall
indemnify and hold the Company, its affiliates, control persons, officers,
employees and agents (collectively, the "Company Indemnified Persons") harmless
from and against all Liabilities which the Company Indemnified Persons may incur
based on the misuse of any information provided by the Company, of the breach by
Wenger of any representations or covenants set forth in this Consulting
Agreement or actions or omissions of Wenger in the performance of his duties as
set forth in this Consulting Agreement.
The provisions of this paragraph (10) shall survive the termination and
expiration of this Consulting Agreement.
(11) This Consulting Agreement sets forth the entire understanding of
the parties relating to the subject matter hereof, and supersedes and cancels
any prior communications, understandings and agreements between the parties.
This Consulting Agreement cannot be modified or changed, nor can any of its
provisions be waived, except by written agreement signed by all parties.
(12) This Consulting Agreement shall be governed by the laws of the
State of New Jersey. Any dispute arising out of this agreement shall be
adjudicated in the courts of the State of New Jersey or in the federal court for
the State of New Jersey, and the Company and Wenger hereby agree that service of
process upon it or him by registered or certified mail at the addresses shown in
this Consulting Agreement shall be deemed adequate and lawful.
Very truly yours,
/s/ Jerome Maxwell Wenger
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Jerome Maxwell Wenger
SS ####-##-####
ACCEPTED AND AGREED TO
AS OF THIS 9th DAY OF
JULY, 1996.
BY: /s/ Sam Oolie
NAME: Sam Oolie
TITLE: Chairman/CEO