EXHIBIT 10.03
CONSULTING AGREEMENT
This Consulting Agreement (this
“ Agreement ”), with an effective date as of
January 2, 2009 (the “ Effective Date ”),
is hereby made between IDT Corporation, a Delaware corporation with
its principal place of business at 520 Broad Street, Newark, New
Jersey 07102 (the “ Company ”) and Stephen
Brown, with his address at 390 Oak Drive, Cedarhurst, New York
11516 (“ Consultant ”). The Consultant and the
Company are hereinafter referred to individually as a “
Party ” and collectively as the “ Parties
”.
WHEREAS, the Consultant was an
employee of the Company and the Consultant’s employment
terminated effective January 2, 2009; and
WHEREAS, on January 2, 2009,
the Parties entered into a Release Agreement (the (“
Release Agreement ”); and
WHEREAS, the Company has agreed to
retain the Consultant to provide consulting and advisory services
and the Consultant is willing to provide such services on the terms
and for the consideration set out below.
NOW, THEREFORE, in consideration of
the foregoing and the mutual promises contained herein, and for
other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, it is hereby agreed as
follows:
1. Services and Payment . The
Consultant is engaged in the business of providing consulting
services and he shall use his skills and render services, on an
as-needed basis, to the best of his abilities to provide consulting
and advisory services to the Company (and its divisions,
subsidiaries and affiliates) as requested by the Company and
mutually agreed upon between the Parties, including, without
limitation, the “Scope of Services” more specifically
set forth in Schedule A , attached hereto and made a part
hereof (“ Services ”). The Company agrees to pay
to the Consultant the total sum of Two Hundred Fifty Thousand
Dollars ($250,000.00) per year, payable in equal monthly
installments (on the first of each calendar month, except for
January 2009, for which the payment will be made no later than
January 10, 2009) of $20,833.00, for the rendering of Services
during the Term. The Consultant shall send an invoice monthly to
the Company in form and substance satisfactory to the Company (and
any other documentation the Company may request). The Parties
acknowledge and agree that the Company will not owe the Consultant
(or its employees or agents) any fees, expenses or other amounts
other than as expressly provided herein.
2. Term and Termination .
This Agreement is for a five (5) year period commencing on the
Effective Date and it may be extended by the Company for additional
periods upon notice to the Consultant, unless terminated earlier by
either Party. The Company may terminate this Agreement at any time
for “ Cause .” For purposes of this Agreement,
the Company shall have “Cause” to terminate this
Agreement (a) upon the Consultant’s conviction of, or
plea of nolo contendre to, an act or acts constituting a felony
under the laws of the United States or any State thereof,
(b) upon the Consultant’s commission of fraud,
embezzlement, gross negligence or malfeasance, or (c) upon the
Consultant’s failure to perform his material responsibilities
and duties hereunder after written notice has been delivered to the
Consultant by the Company, which notice specifically identifies the
manner in which the Consultant has failed to perform, and the
Consultant’s failure to perform his duties hereunder is not
cured within ten (10) business days after notice of such
failure has been given to the Consultant. The Company may also
terminate this Agreement if the Consultant breaches any of his
material obligations under the Release Agreement. If the Company
terminates this Agreement for Cause, all payments for Services
shall cease, provided however that the Consultant shall (A) be
entitled to receive a partial monthly payment for Services rendered
through the date the Company terminates this Agreement, and
(B) be reimbursed for unpaid and approved business expenses
(in accordance with the Company’s normal business expense
reimbursement procedures).
3. Proprietary and Confidential
Information .
(a) “ Confidential
Information ” means technical and business information
about the Company, its divisions, subsidiaries and affiliates, and
each of their respective clients and customers that is learned by
the Consultant in the course of the consulting relationship with
the Company (including, without limitation, all periods of
consultancy and/or the provision of any services to the Company
prior to the Effective Date) including, without limitation, any and
all proprietary Inventions (as defined below), customer and
potential customer names, product plans and designs, licenses and
other agreements, marketing and business plans, and various other
technical, financial, business and/or trade secret information of
the Company, its divisions, subsidiaries and affiliates, and each
of their respective clients and customers.
(b) The Consultant acknowledges that
such Confidential Information is specialized, unique in nature and
of great value to the Company, and that such information gives the
Company a competitive advantage.
(c) During the Consultant’s
consulting relationship with the Company and thereafter, the
Parties agree that the Consultant will not: (i) use any
Confidential Information, however acquired, except as necessary
within the scope of the consulting relationship with the Company to
perform its duties; (ii) duplicate or replicate, or cause or
permit others to duplicate or replicate, any document or other
material in any medium embodying any Confidential Information
except as necessary in connection with the consulting relationship
or the provision of Services to the Company; or
(iii) disclose, or permit the disclosure of, any Confidential
Information to any person, without the prior written consent of the
Company.
(d) The Consultant acknowledges that
the Company owns all right, title and interest in and to the
Confidential Information. The Consultant acquires hereunder no
right, title or interest in any Confidential
Information.
(e) During the Term, the Consultant
may not provide services to a third party that could in any way
present a conflict of interest to the Consultant with respect to
the services the Consultant provides to the Company.
4. Inventions .
(a) “ Inventions
” means all ideas, inventions, discoveries, improvements,
trade secrets, formulae, techniques, data, software, programs,
systems, specifications, developments, system architectures,
documentation, algorithms, flow charts, logic diagrams, source
code, methods, processes, and other information, including
works-in-progress, whether or not subject to statutory protection,
whether or not reduced to practice, which are conceived, created,
authored, developed, or reduced to practice by the Consultant,
either alone or jointly with others, whether on the premises of the
Company or not, during any consulting relationship (including,
without limitation, all periods of consultancy with or provision of
any services to the Company prior to the Effective Date);
provided , however , that any of the foregoing
occurring neither on the
