Exhibit 10.17
IT STAFFING LTD.
55 UNIVERSITY AVENUE SUITE 525
TORONTO, ONTARIO, CANADA M5J 2H7
CONSULTING AGREEMENT
November 1, 1998
Mr. Michael Carrazza
48 Davey Drive
West Orange, NJ 07052
Re: IT Staffing Ltd.
Dear Michael
This will confirm the arrangements, terms and conditions, whereby you
(hereinafter referred to as the "Consultant") shall serve as consultant to IT
Staffing Ltd. (hereinafter referred to as the "Company"). The undersigned hereby
agree to the following terms and conditions:
1. CONSULTING SERVICES. For the term set forth in Paragraph 2
hereinbelow, and based upon the compensation schedule set forth in Paragraph 3
hereinbelow, the Consultant shall provide to the Company the Services (as
hereinafter defined) described in Sub-Paragraphs 1(i) and 1(ii). Consultant
shall not be required to expend any time at the offices of the Company and may
render the Services from any location. Consultant shall not be required to
furnish a minimum number of hours in order to receive the compensation, except
as otherwise specifically provided herein. The Services shall be as follows:
(1) assisting Company senior management in the transition of the
business related to the assets acquired by the Company from
Southport Consulting Co., including without limitation, client
relations, consultant relations, billing, collections,
marketing, management and related services (the "Transition
Services"); and
(2) introduction of leads and/or new business on or after the date
hereof in connection with the direct placement of Company
consultants (the "Placement Services", together with the
Transition Services shall be referred to herein as the
Services).
2. TERM. The Consultant shall commence rendering the Services on
January 4, 1999 (the "Commencement Date") and shall continue until December 31,
2000 (the "Term"), subject to the terms and conditions set forth herein.
3. COMPENSATION. The Company shall pay the Consultant or
his designee(s) for the Services compensation as follows:
(1) Two Hundred and Fifty Thousand United States Dollars
(USD$250,000) for the Transition Services, payable as follows:
(A) One Hundred Twenty Five Thousand United States Dollars
(USD$125,000) on January 4, 1999, payable by certified check
or wire transfer of funds; and (B) One Hundred Twenty Five
Thousand United States Dollars (USD$125,000) on June 1, 1999,
payable by certified check or wire transfer of funds. The
parties hereto understand and agree that said payments are
attributable to the rendition of services throughout the Term
and that notwithstanding the actual payment thereof, shall be
allocated to Consultant during the term in equal monthly
installments of Ten Thousand Four Hundred and Seventeen United
States Dollars (USD$10,417);
(ii) Five Percent (5%) of the gross margin attributable to the
Placement Services, payable within Fifteen (15) calendar days
following each calendar quarter for the immediately preceding
calendar quarter.
4. EXPENSE REIMBURSEMENT. Consultant shall be entitled to reimbursement
by the Company for ordinary and necessary business expenses incurred by
Consultant in the performance of his duties, which types of expenditures shall
be determined and approved by the Company and further provided that the Company
must approve any reimbursement of expenses in excess of Two Hundred and Fifty
Dollars United States Dollars (USD$250) per month.
5. RELATIONSHIP. Nothing contained herein shall be deemed to confer
upon or assign, sell or transfer to the Consultant any ownership interest
whatsoever in the Company. Furthermore, nothing herein shall be deemed to
constitute an employment or agency relationship between the Consultant and the
Company. Except as expressly agreed in writing, the Consultant shall not have
the authority to obligate, bind or commit the Company in any manner whatsoever.
6. ASSIGNMENT AND TERMINATION. This Agreement shall not be assignable
by either party except to successors to all or substantially all of the business
of the Company; provided, however, that Consultant may assign some or all of his
rights to receive compensation hereunder at any time or from time to time. This
Agreement may not be terminated by either party hereto for any reason other than
gross negligence or willful misconduct of the non-terminating party.
7. FURTHER ASSURANCES. Each party hereto agrees to execute and deliver
such other documents, agreements or instruments and take such further action as
may be reasonably requested by any other party hereto for the implementation of
this agreement and the consummation of the transactions contemplated hereby.
8 NOTICES. Any notices required or permitted hereunder shall be
sufficiently given if in writing and personally delivered, by telecopy and
confirmed by telephone, or by internationally recognized overnight courier,
addressed as follows or to such other address as the parties shall have given
notice of pursuant hereto:
(a) If to Consultant: Mr. Michael Carrazza
48 Davey Drive
West Orange, NJ 07052
with a copy to:
Eric J. Dale, Esq.
Lev, Berlin & Dale, P.C.
535 Connecticut Avenue
Norwalk, Connecticut 06854
tel. (203) 838-8500
fax. (203) 854-1652
(b) If to Company: Mr. Declan French
IT Staffing Ltd.
55 University Avenue Suite 525
Toronto, Ontario, Canada M5J 2H7
tel. (416) 364-8800
fax. (416) 364-2424
with a copy to:
Jay M. Kaplowitz, Esq.
Gersten, Savage, Kaplowitz & Fredericks, LLP
101 East 52nd Street 9th Floor
New York, New York 10022
tel. (212) 752-9700
fax. (212) 752-9713
All such notices shall be effective upon the earlier of receipt, date of
confirmation, or, in the case of registered mail, seven (7) days after
depositing in the mail, postage prepaid, return receipt requested and addressed
as shown above.
9. ENTIRE AGREEMENT. This agreement represents the entire understanding
and agreement between the parties with respect to the subject matter hereof and
can be amended, supplemented or changed, and any provision hereof can be waived,
only by written instrument making specific reference to this agreement signed by
the parties hereto. This agreement supersedes all prior agreements and
arrangements respecting the subject matter hereof between the parties hereto and
their affiliates.
10. SUCCESSORS AND ASSIGNS; BENEFITS. This agreement shall be binding
upon and shall inure to the benefit of the parties hereto and, except as
otherwise provided below, their respective successors and assigns. Nothing
contained in this agreement is intended to create any rights in any person or
entity that is not a party to this agreement and no person or entity shall be
deemed to be a third party beneficiary hereof or thereof.
11. SECTION HEADINGS. The section headings contained in this agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this agreement.
12. APPLICABLE LAW. This agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of New York, without
regard to the principles thereof relating to conflicts of law. The parties
hereto consent to the jurisdiction of the courts of the State of New York in New
York County and the United States District Court for the Southern District of
New York.
13. EXPENSES. Except as otherwise provided herein, the parties hereto
shall pay their own respective fees and expenses, including without limitation,
attorneys' fees. Notwithstanding the foregoing, in the event that Consultant
commences legal action to recover any amounts owed hereunder, Company shall pay
all professional fees and expenses, including without limitation, attorneys=
fees and expenses.
14. SEVERABILITY. If any provision of this agreement shall be held by
any court of competent jurisdiction to be illegal, void or unenforceable, such
provision shall be of no force and effect, but the illegality or
unenforceability of such provision shall have no effect upon and shall not
impair the enforceability of any other provision of this agreement.
15. COUNTERPARTS. This agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument. This agreement may be
executed by telecopied signatures with the same effect as original signatures.
IT STAFFING LTD.
By:/S/ DECLAN FRENCH
---------------------------------
Declan French
Its President
Hereunto duly authorized
Agreed to and accepted this 1st
day of November, 1998
/S/ MICHAEL CARRAZZA
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Michael Carrazza