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Exhibit 10.44
CONSULTING AGREEMENT
CONSULTING AGREEMENT, dated as of October 1, 1997, by and among Peter
Derow, located at 590 Madison Avenue, New York, NY 10022 (the "Consultant"), and
MCM Group, Inc. of One Chase Manhattan Plaza, 37th Floor, New York, NY 10009,
McCarthy, Crisanti & Maffei, Inc., of One Chase Manhattan Plaza, 37th Floor, New
York, NY 10009 (together the "MCM Companies") and Cambridge Energy Research
Associates, Inc. ("CERA"), of Charles Square, 20 University Road, Cambridge, MA
02138 (the MCM Companies and CERA, together, the "Companies").
WHEREAS, the Consultant is engaged in the business of providing general
consulting, financial and managerial advisory services;
WHEREAS, the Companies will from time to time have need for general
business advice and assistance and the Consultant is qualified to render such
advice;
WHEREAS, the Companies wish to retain the services of the Consultant
and the Consultant is willing to provide such services to the Companies, in each
case subject to the terms and conditions set forth below;
NOW, THEREFORE, in consideration of their mutual promises, the
Companies and the Consultant agree as follows:
1. ENGAGEMENT. The Companies hereby engage the Consultant, and the
Consultant hereby agrees, to provide general consulting, financial and
managerial advisory services to the Companies, all on the terms and subject to
the conditions set forth below.
2. TERM. The term of this Agreement shall begin on October 1, 1997 and
shall continue in effect unless terminated, with or ---- without cause, by
either the Consultant or either of the Companies upon ten days prior written
notice to the other parties hereto. The period during which this Agreement is in
effect shall be referred to as the Consulting Period.
3. SERVICES TO BE PROVIDED; PLACE OF PERFORMANCE. During the Consulting
Period, the Consultant shall provide to the Companies, as requested by any of
the Companies, consulting services with respect to such general business matters
as any of the Companies shall reasonably request. In the event that the
Consultant receives conflicting instructions from the Companies, then such
conflict shall be resolved by Alberto Cribiore, Chairman of the Board of each of
the MCM Companies, whose decision shall be final and
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binding on all parties. Consultant shall perform his duties primarily from an
office provided for him by the Companies at 590 Madison Avenue, New York, NY.
4. AUTHORITY OF THE CONSULTANT. The relationship of the Consultant to
the Companies is that of an independent contractor, and nothing contained in
this Agreement shall be construed as creating a joint venture, partnership or
employment arrangement. The Consultant agrees to discharge all of the
Consultant's obligations under any federal, state, local or foreign law,
regulation or order now or hereafter in effect arising out of his provision of
the services hereunder. The Consultant does not have the power or authority to
enter into contracts in the name of, or otherwise bind, any of the Companies,
except as may be expressly stated in a written delegation of such power of
authority by the applicable Company.
5. COMPENSATION; BUSINESS EXPENSES; TAXES.
(a) The Companies shall pay to the Consultant the sum of $50,000 per
month for the services described above. The MCM Companies and
CERA respectively shall each be responsible for the payment of
$25,000 to the Consultant. The MCM Companies, on the one hand,
and CERA, on the other, shall be severally liable. Payments will
be made by the Companies on the last Friday of each month; except
that payment for the first month of the Consulting Period shall
be made upon the execution of this Agreement. In the event that
this Agreement is terminated, any accrued and unpaid fee shall be
pro rated, with respect to the month in which such termination
occurs, for the portion of such month that precedes such
termination.
(b) Upon submission by the Consultant of receipts or other
appropriate documentation, the Consultant shall be promptly
reimbursed by the Companies for all reasonable business
entertainment and travel expenses which are incurred by him in
connection with his performance of consulting services hereunder,
including but not limited to all travel expenses and living
expenses while away from home in the service of the Companies.
The MCM Companies and CERA respectively shall each be responsible
for the payment of one half of such reimbursement. The MCM
Companies, on the one hand and CERA, on the other, shall be
severally liable for such reimbursement.
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(c) The Consultant acknowledges sole responsibility for the payment,
and hereby agrees to pay, any and all state or federal taxes or
similar payments due, including, but not limited to, withholding,
disability, social security or Workers Compensation payments
arising out of this Agreement.
6. NOTICES. All notices, consents and other communications hereunder
shall be in writing and shall be deemed given (i) when delivered personally,
(II) when telecopied, with receipt confirmed, provided that an original
counterpart is promptly mailed by registered or certified mail, return receipt
requested, (III) three days after being mailed by registered or certified mail,
return receipt requested and postage prepaid, or (IV) when received by the
addressee, if sent by express delivery or courier service, in each case to the
appropriate address or telecopier number to the parties at their respective
addresses set forth below, or to such other address or telecopier number for a
party as shall be specified by like notice (provided that notices of a change of
address or telecopier number shall be effective only upon receipt):
(i) if to the Companies to:
Brera Capital Partners, LLC
590 Madison Avenue
18th Floor, New York, NY 10022
Attention: Alberto Cribiore
Telecopy: (212) 835-1399
and
Cambridge Energy Research Associates, Inc.
Charles Square, 20 University Road
Cambridge, MA 02138
Attention: Daniel Yergin
Telecopy: (617) 576-6848
(ii) if to the Consultant, to:
Peter Derow
Box 534
Bedford, NY 10506
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7. ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof, and supersedes and replaces all prior agreements and
understandings between the parties hereto. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by all the parties hereto.
8. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same instrument.
9. GOVERNING LAW; VENUE. THIS AGREEMENT SHALL BE GOVERNED IN ALL
RESPECTS, INCLUDING, BUT NOT LIMITED TO, AS TO VALIDITY, INTERPRETATION AND
EFFECT, BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. The parties hereto hereby
irrevocably submit to the jurisdiction of the courts of the State of New York
and the Federal Courts of the United States of America located in the State,
City and County of New York solely in respect of the interpretation and
enforcement of the provisions of this Agreement, and hereby waive, and agree not
to assert, as a defense in any action, suit or proceeding for the interpretation
or enforcement hereof, that any such party is not subject thereto or that such
action, suit or proceeding may not be brought or is not maintainable in said
courts or that the venue thereof may not be appropriate or that this Agreement
may not be enforced in or by said courts, and the parties hereto irrevocably
agree that all claims with respect to such action or proceeding shall be heard
and determined in such a New York State or Federal court. The parties hereto
hereby consent to and grant any such court jurisdiction over the person of such
parties and over the subject matter of any such dispute and agree that mailing
of process or other papers in connection with any such action or proceeding in
the manner provided in section 6., or in such other manner as may be permitted
by law, shall be valid and sufficient service thereof.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
MCM GROUP, INC.
By: ______________________________________
Name:
Title:
McCARTHY CRISANTI & MAFFEI, INC.
By: ______________________________________
Name:
Title:
CAMBRIDGE ENERGY RESEARCH ASSOCIATES, INC.
By: ______________________________________
Name:
Title:
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Peter Derow
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