Financial Consulting Agreement - Visual Data Corp. and Noble International Investments Inc.
FINANCIAL CONSULTING AGREEMENT
THIS FINANCIAL CONSULTING AGREEMENT (this "Agreement") is made as of
this ___ day of ________________, 1997, by and between VISUAL DATA CORPORATION,
a Florida corporation (the "Company"), with its principal place of business at
1600 South Dixie Highway, Suite 3A, Boca Raton, Florida, 33422, and NOBLE
INTERNATIONAL INVESTMENTS, INC., a Florida corporation (the "Consultant"),
having its principal place of business at Boca Corporate Plaza, 1801 Clint Moore
Road, Suite 110, Boca Raton, Florida 33487.
R E C I T A L S:
A. The Company desires to retain the Consultant to provide certain
financial consulting services.
B. The Consultant desires to provide certain financial consulting
services to the Company in accordance with the terms and conditions contained
hereinafter.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:
1. CONSULTING SERVICES. During the term of this Agreement, the
Consultant is hereby retained by the Company to provide financial consulting
services to the Company, as said services relate to corporate finance matters,
including, without limitation, advice regarding acquisitions, consolidations,
mergers, joint ventures and financial strategies. The Consultant shall provide
such financial consulting services as reasonably requested by the Company during
the term of this Agreement, provided that nothing hereunder shall require the
Consultant to devote a minimum number of hours per calendar month toward the
performance of services hereunder. The level and scope of services that may
reasonably be requested hereunder shall be dependent, in part, on the amount of
compensation to be paid to the Consultant by the Company hereunder. Unless
otherwise agreed to by the Consultant, all services hereunder shall be performed
by the Consultant, in its sole discretion, at its principal place of business or
other offices. Notwithstanding anything contained herein to the contrary, the
services to be performed by the Consultant hereunder may be performed by any
employee of, or consultant to, the Consultant.
2. TERM. The term of this Agreement shall be for 12 months commencing
as of the date first written above and terminating one day prior to the first
anniversary hereof. Thereafter, this Agreement may be renewed for subsequent
one-year terms upon the mutual agreement of the parties.
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3. COMPENSATION.
(a) In consideration for the performance of services
hereunder, the Company hereby agrees to pay the Consultant the aggregate sum of
one percent (1%) of the gross proceeds raised in the public offering of the
Company's securities (the "Public Offering") pursuant to the Company's
Registration Statement on Form SB-2 (SEC File No. 333-18819) filed with the
Securities and Exchange Commission. Such amount shall be payable in cash upon
the closing of the Public Offering.
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants that any and all information supplied hereunder to the
Consultant in connection with any and all services to be performed hereunder by
the Consultant for and on behalf of the Company shall be true, complete and
correct as of the date of such dissemination and shall not fail to state a
material fact necessary to make any of such information not misleading. The
Company hereby acknowledges that the ability of the Consultant to adequately
provide financial consulting services hereunder and/or to initiate and/or
effectuate introductions on behalf of the Company with respect to potential
acquisitions is dependent upon the prompt dissemination of accurate, correct and
complete information to the Consultant. In addition, and notwithstanding
anything contained herein to the contrary, nothing hereunder shall obligate the
Consultant to make any minimum number of introductions hereunder or to initiate
any merger or acquisitions involving or relating to the Company. The Company
further represents and warrants hereunder that this Agreement and the
transactions contemplated hereunder, including the issuance of the warrants
hereunder, have been duly and validly authorized by all requisite corporate
action; that the Company has the full right, power and capacity to execute and
deliver this Agreement and perform its obligations hereunder; that the execution
and delivery of this Agreement and the performance by the Company of its
obligations pursuant to this Agreement do not constitute a breach of or a
default under any agreement or instrument to which the Company is a party or by
which it or any of its assets are bound; and that this Agreement, upon execution
and delivery of the same by the Company, will represent the valid and binding
obligation of the Company enforceable in accordance with its terms. The
representations and warranties set forth herein shall survive the termination of
this Agreement.
5. INDEMNIFICATION.
(a) The Company hereby agrees to indemnify, defend and hold
harmless the Consultant, its directors, officers, principals, employees, agents,
affiliates, shareholders and consultants, and their successors and assigns from
and against any and all claims, damages, losses, liability, deficiencies,
actions, suits, proceedings, costs or legal expenses (collectively the "Losses")
arising out of or resulting from: (i) any breach of a representation, warranty
or covenant by the Company contained in this Agreement; or (ii) any activities
or services performed hereunder by the Consultant, unless such Losses were the
result of the intentional misconduct or gross negligence of the Consultant; or
(iii) any and all costs and expenses (including reasonable attorneys' and
paralegals' fees) related to the foregoing, and as more fully described below.
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(b) If the Consultant receives written notice of the
commencement of any legal action, suit or proceeding with respect to which the
Company is or may be obligated to provide indemnification pursuant to Section 5
above, the Consultant shall, within 30 days of the receipt of such written
notice, give the Company written notice thereof (a "Claim Notice"). Failure to
give such Claim Notice within such 30-day period shall not constitute a waiver
by the Consultant of its right to indemnity hereunder with respect to such
action, suit or proceeding. Upon receipt by the Company of a Claim Notice from
the Consultant with respect to any claim for indemnification which is based upon
a claim made by a third party ("Third Party Claim"), the Consultant may assume
the defense of the Third Party Claim with counsel of its own choosing, as
described below. The Company shall cooperate in the defense of the Third Party
Claim and shall furnish such records, information and testimony and attend all
such conferences, discovery proceedings, hearings, trial and appeals as may be
reasonably required in connection therewith. the Consultant shall have the right
to employ its own counsel in any such action, but the fees and expenses of such
counsel shall be at the expense of the Consultant unless the Company shall not
have promptly employed counsel to assume the defense of the Third Party Claim,
in which event such fees and expenses shall be borne solely by the Company. The
Company shall not satisfy or settle any Third Party Claim for which
indemnification has been sought and is available hereunder, without the prior
written consent of the Consultant, which consent shall not be unreasonably
withheld. If the Company shall fail with reasonable promptness either to defend
or continue to prosecute such Third Party Claim or to satisfy or prosecute the
same, the Consultant may defend, prosecute or settle the Third Party Claim at
the expense of the Company and the Company shall pay to the Consultant the
amount of any such Loss within 10 days after written demand therefor. The
indemnification provisions hereunder shall survive the termination of this
Agreement.
6. AMENDMENT. No modification, waiver, amendment, discharge or change
of this Agreement shall be valid unless the same is evidenced by a written
instrument, executed by the party against which such modification, waiver,
amendment, discharge, or change is sought.
7. NOTICES. All notices, demands or other communications given
hereunder shall be in writing and shall be deemed to have been duly given on the
day when delivered in person or transmitted by facsimile transmission or on the
third calendar day after being mailed by United States registered or certified
mail, return receipt requested, postage prepaid, to the addresses herein above
first mentioned or to such other address as any party hereto shall designate to
the other for such purpose in the manner herein set forth.
8. ENTIRE AGREEMENT. This Agreement contains all of the understandings
and agreements of the parties with respect to the subject matter discussed
herein. All prior agreements, whether written or oral, are merged herein and
shall be of no force or effect.
9. SEVERABILITY. The invalidity, illegality or unenforceability of any
provision or provisions of this Agreement will not affect any other provision of
this Agreement, which will remain in full force and effect, nor will the
invalidity, illegality or unenforceability of a portion of any provision of this
Agreement affect the balance of such provision. In the event that any
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one or more of the provisions contained in this Agreement or any portion thereof
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, this Agreement shall be reformed, construed and enforced as if such
invalid, illegal or unenforceable provision had never been contained herein.
10. CONSTRUCTION AND ENFORCEMENT. This Agreement shall be construed in
accordance with the laws of the State of Florida, without application of the
principles of conflicts of laws. If it becomes necessary for any party to
institute legal action to enforce the terms and conditions of this Agreement,
and such legal action results in a final judgment in favor of such party
("Prevailing Party"), then the party or parties against whom said final judgment
is obtained shall reimburse the Prevailing Party for all direct, indirect or
incidental expenses incurred, including, but not limited to, all attorney's
fees, court costs and other expenses incurred throughout all negotiations,
trials or appeals undertaken in order to enforce the Prevailing Party's rights
hereunder, the successful party will be awarded reasonable attorneys' fees at
all trial and appellate levels, expenses and costs. Any suit, action or
proceeding with respect to this Agreement shall be brought in the state or
federal courts located in Palm Beach County in the State of Florida. The parties
hereto hereby accept the exclusive jurisdiction and venue of those courts for
the purpose of any such suit, action or proceeding. The parties hereto hereby
irrevocably waive, to the fullest extent permitted by law, any objection that
any of them may now or hereafter have to the laying of venue of any suit, action
or proceeding arising out of or relating to this Agreement or any judgment
entered by any court in respect thereof brought in Palm Beach County, Florida,
and hereby further irrevocably waive any claim that any suit, action or
proceeding brought in Palm Beach County, Florida, has been brought in an
inconvenient forum.
11. BINDING NATURE; NO THIRD PARTY BENEFICIARY. The terms and
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties, and their respective successors and assigns, and is made solely and
specifically for their benefit. No other person shall have any rights, interest
or claims hereunder or be entitled to any benefits under or on account of this
Agreement as a third-party beneficiary or otherwise.
12. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, including facsimile signatures which shall be deemed as original
signatures. All executed counterparts shall constitute one Agreement,
notwithstanding that all signatories are not signatories to the original or the
same counterpart.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
VISUAL DATA CORPORATION, a Florida
corporation
By: -------------------------------
Randy S. Selman, President
NOBLE INTERNATIONAL INVESTMENTS,
INC., a Florida corporation
By:--------------------------------
Nico P. Pronk, President
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