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EXHIBIT 2.5
STATE OF NORTH CAROLINA
COUNTY OF WAKE CONSULTANT AGREEMENT
AGREEMENT, made this __1st_ day of July, 1998, by and between ROBINSON
TURNEY INTERNATIONAL, INC., (hereinafter called "Company") and CLAUDE G.
ROBINSON - ROBINSON ASSOCIATES, (hereinafter called "Consultant"):
R E C I T A L
WHEREAS, Company desires to retain the services of Consultant in an
advisory capacity with regard to Company's manufacturing and related operations;
and
WHEREAS, Consultant desires to accept such engagement upon the terms
and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable considerations, the parties agree as
follows:
1. Term: The Company shall retain Consultant and Consultant accepts
such engagement on the terms and conditions herein contained. The term of this
Agreement and the retainage of Consultant is for one (1) year from the date
hereof, unless sooner terminated pursuant to Section 8. This Agreement may be
extended for additional one (1) year terms upon the same terms and conditions as
apply herein at the mutual agreement of the parties.
2. Compensation: Company agrees to pay Consultant for his services
Thirty-Six Thousand Dollars ($36,000.00) per year. Such compensation shall be
paid in equal amounts on or before the last day of each month. Additionally,
Consultant shall be reimbursed reasonable and agreed out-of-pocket expenses
incurred while discharging duties assigned herein.
3. Duties: During the term of this Agreement, Consultant shall provide
services for the manufacturing and operational support of Company and shall
perform general consulting services required or requested of him by the
President of the Company. A reasonable and agreed amount of Consultant's time,
attention, and energies shall be diligently devoted to the business of Company.
Time required and agreed over and above same shall be at rates to be determined
and negotiated at the time.
4. Nonsolicitation of Customers and Employees: Consultant undertakes
and agrees that during the term of this Agreement and for a period of six (6)
months after this Agreement shall be terminated, whether voluntarily or
involuntarily, he will not, without the prior written approval of the Company,
solicit any of the customers, suppliers, licensees, franchisors, franchisees, or
other business relations with regard to a competitive service or product, or
solicit any employees of Company with regard to working for a competitor.
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In the event Company shall establish to the satisfaction of a court of competent
jurisdiction the existence of a breach or threatened breach by Consultant of any
of the provisions of this section, the Company, in addition to any other rights
and remedies it may have, shall be entitled to an injunction restraining the
Consultant from doing or continuing to do any such act in violation of this
section, as well as attorney's fees and costs of prosecution to enforce this
Agreement.
5. Disclosure of Confidential Information:
(a) Non-disclosure. Except as required in his duties to the Company,
the Consultant will never, directly or indirectly, use, disseminate, disclose,
lecture upon, or publish articles concerning any Confidential Information.
Confidential Information shall be defined as information developed by or
disclosed to the Consultant or known by the Consultant as a consequence of or
through his employment by the Company, not generally known in the industry in
which the Company is or may become engaged, about the Company's products,
processes, and services, including information and trade secrets relating to
research, development, formulas and recipes, inventions, manufacture,
profitability, purchasing, accounting, engineering, marketing, merchandising,
and selling.
(b) Confidential Papers. Upon termination of this relationship with the
Company, all documents, records, notebooks, and similar repositories of or
containing Confidential Information, including copies thereof, then in the
Consultant's possession, whether prepared by him or others, will be left with
the Company.
(c) Confidential Information. As part of the consideration required of
him under this Agreement, the Consultant agrees that he will not, at any time
either during the term of this Agreement or thereafter, divulge to any person,
firm, or corporation any information received by him during the course of his
relationship with regard to the personnel, financial, or other affairs of the
Company and all such information shall be kept confidential and shall not in any
manner be revealed to anyone.
(d) Customer Names. As part of the consideration for the making of this
Agreement, the Consultant agrees that he will not, at any time during the term
of this Agreement or thereafter, divulge to any person, firm, or corporation any
name or names of any or all of the customers or suppliers of the Company.
(e) In the event the Company shall establish to the satisfaction of a
court of competent jurisdiction the existence of a breach or threatened breach
by the Consultant of any of the provisions of this Section 5, the Company, in
addition to any other rights and remedies it may have, shall be entitled to an
injunction restraining the Consultant from doing or continuing to do any such
act in violation of this Section 5.
6. Company Defined. The provisions of Sections 4-5 shall apply not only
to Company, but also to any affiliates, assigns, subsidiaries or parent of
Company or a Company or business managed by Company, as now exists or may exist.
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7. Representation of Relationship. Consultant hereby represents and
warrants that he has not entered into a written contract of employment or
consulting that would affect or void this contract. Consultant further agrees
that he will serve as an independent representative of the parties and that this
agreement shall not be construed as any form of employment, partnership or joint
venture agreement between the parties.
8. Termination of Relationship. Company may terminate this contract at
any time, without notice, where cause for such termination exists. Termination
for cause shall mean termination because of Consultant's personal dishonesty,
physical or mental impairment preventing Consultant from performing his duties
and obligations herein, breach of fiduciary duty involving personal profit,
negligent or intentional failure to perform stated duties, willful violation of
any law, rule, or regulation (other than traffic violations or similar offenses)
or final cease and desist order, engagement in any business or personal activity
which tends to discredit Company or is detrimental to Company or its business
relationships, or a breach of any provision of this Agreement.
In the event Consultant is terminated for cause, Consultant shall have
no right to receive future compensation or bonuses except that which may have
accrued to but not been paid to Consultant prior to such termination or
cessation of employment.
9. Assignment. The rights and obligations of Company under this
Agreement shall inure to the benefit of and shall be binding upon its successors
and assigns.
10. Notices. All notices, requests, demands and other communications
hereunder must be in writing and shall be deemed to have been duly given if
mailed by first class, registered mail, return receipt requested, postage and
registry fees prepaid and addressed as follows:
(a) To the Company Robinson Turney International, Inc.
800 East Campbell Road, Suite 199
Richardson, TX 75081
(b)To the Consultant Claude G. Robinson - Robinson Associates
6475 28th Street, S.E., Suite 325
Grand Rapids, MI 49546
Either party by notice in writing mailed to the other as hereunder provided may
change the address to which future notices to such party shall be mailed.
11. Entire Agreement. This instrument contains the entire agreement of
the parties relating to Consultant's relationship with Company.
12. Jurisdiction. This Agreement is being entered into within the State
of Texas, and it is agreed that all of the terms and conditions hereof shall be
interpreted accordingly to the laws of the State of Texas or the federal laws of
the United States as they may
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otherwise apply.
13. Severability. If any clause, term, or provision of this Agreement
is declared or held invalid by any court of competent jurisdiction, such
declaration or holding shall not affect the validity of any other term, clause,
or provision herein contained.
14. Duplicate Originals. This Agreement is executed in duplicate
originals, one of such shall be retained by each of the parties.
IN WITNESS WHEREOF, the parties have executed this agreement as of the
day and years first above written.
ROBINSON TURNEY INTERNATIONAL, INC.
By
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President
(SEAL)
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CLAUDE G. ROBINSON - ROBINSON ASSOCIATES