MANAGEMENT CONSULTING AGREEMENT
This Agreement is entered into as of (the "Effective
Date"), by and between
(the “Company”) and
A. The Company desires to avail itself, from and after the date hereof, of the
management, advisory and corporate structuring expertise of the Consultant; and
B. The Consultant is willing to make such services, advice and expertise available to
the Company on the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Engagement.
The Company hereby engages the Consultant, and the Consultant hereby accepts such
engagement, upon the terms and conditions set forth herein.
Section 2. Term.
The Consultant hereby agrees to provide the Services for the period (the “Term”)
commencing on the date hereof and ending on
Section 3. Management Consulting Services.
During the Term, the Consultant shall advise the Company concerning any proposed
financial transactions, acquisitions and other senior management matters related to the business,
administration and policies of the Company, as the Company shall specifically and reasonably
request by written notice to the Consultant, which notice shall specify the services requested by
the Company and shall include all background material necessary for the Consultant to complete
such services (collectively, the “Services”). The Services shall, in the reasonable discretion of the
Consultant, be rendered by the Consultant in person, by telephone or other suitable
communication. The Consultant shall be free of domination or control by the Company over the
manner and time of rendering the Services hereunder, and the Company shall have no right to
dictate or direct the details of the Services rendered hereunder. Without limitation of the
foregoing, the Consultant shall, in its sole discretion, determine the one or more individuals (if
any) employed or engaged by the Consultant (or one or more Affiliates thereof) who shall
perform, for and on behalf of the Consultant, the Services to be performed by the Consultant
hereunder. The Consultant shall (i) use its reasonable efforts to deal effectively with all matters
which are the subject of the Services to be rendered by it hereunder and (ii) endeavor to further,
by performance of the Services to be rendered by it hereunder, the policies and objectives of the
Company. Pending receipt of written notice pursuant to the first sentence of this Section 3, the
Consultant shall make itself available on a consulting basis to provide the Services contemplated
Section 4. Relationships.
(a) The Consultant shall perform all Services that are contemplated to be performed by
it hereunder as an independent contractor to the Company. No party hereto is an employee, agent
or other representative of any other party hereto, and no party hereto has the authority to act for
or to bind any other party hereto without the prior written consent of such other party. No
employee of any party hereto shall be deemed to be an employee of any other party hereto.
Nothing in this Agreement shall constitute or be construed as constituting or establishing any
partnership or joint venture among or between all or any of the parties hereto for any purpose
(b) This Agreement shall in no way prohibit or limit the Consultant or any of its
Affiliates from engaging in any other activities (including activities which might be in
competition with the Company or any of its Subsidiaries).
(c) This Agreement shall in no way prohibit or limit the Company or any of its
Affiliates from engaging one or more Persons other than the Consultant to advise the Company
concerning any proposed financial transactions, acquisitions or other senior management matters
related to the business, administration and policies of the Company.
Section 5. Consultant Fees.
(a) Management Fee. The Company shall pay the Consultant an annual fee of $
(the “Management Fee”), payable quarterly in
advance on each January 1, April 1, July 1 and October 1 during the Term and on the last day of
the Term (or, in each case, if such date is not a Business Day, the next Business Day), in
consideration for the Services performed by the Consultant during the Term. If payment of the
Management Fee, or any portion thereof, is prohibited under the terms and conditions of
, the payment of such
amount shall be deferred (whereupon, interest shall accrue on a daily basis on such deferred
amount, until paid, at the rate of eight percent (8%) per annum) until the first Business Day on
which the payment of such deferred amount, together with the accrued but unpaid interest
thereon, shall not be prohibited (in which case the payment of such deferred amount, together
with accrued but unpaid interest thereon, shall become due and payable on such date).
(b) Expenses. The Company shall promptly pay (or reimburse) the Consultant for
reasonable documented out-of-pocket expenses of the Consultant’s members, officers and
employees in connection with the Services performed hereunder. All out-of-pocket expenses
incurred by the Consultant solely in connection with the Consultant’s provision of Services
pursuant to the terms of this Agreement shall be for the account of, and at the expense of, the
Section 6. Indemnification.
(a) In addition to all rights and remedies available to any Indemnified Person (as
defined herein) at law or in equity, the Company shall indemnify the Consultant, and its
respective Affiliates, stockholders, officers, directors, employees, agents, representatives,
counsel, successors and permitted assigns (collectively, the “Indemnified Persons”) and save and
hold each of them harmless against and pay on behalf of or reimburse each of them as and when
incurred for any Loss which any such Indemnified Person may suffer, sustain or become subject
to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any material non-
fulfillment or breach by the Company of any covenant or agreement u