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EXHIBIT 10.14
Consulting Agreement
This
Consulting Agreement (the "Agreement") is entered into as of
this 2 nd
day of April, 2008, by and between Visual Management Systems,
Inc., a Nevada corporation, with its principal place of
business at 1000 Industrial Way North Suite C, Toms River, NJ
08755 (the “Company”) and Jay Edmond Russ, an
individual ("Consultant").
Recitals
WHEREAS,
the Company is in need of guidance and consultation with
respect to its digital video surveillance and digital video
recorder (“DVR”) businesses;
WHEREAS,
the Company requires access to the expertise of the Consultant
as to certain strategic elements of the digital video
surveillance industry; and
WHEREAS,
Consultant has agreed to make himself reasonably available to
provide consulting services to the Company in connection with
its digital video surveillance and DVR businesses as requested
by the Company;
NOW,
THEREFORE, the parties hereby agree as follows:
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Consultant's
Services. Consultant shall make himself reasonably available
by telephone to the Company during regular business hours
during the Term (as defined below) of this Agreement, subject
in all respects to his other business obligations, to provide
to the Company professional consulting services in connection
with its digital video surveillance and DVR businesses and
other related activities as reasonably requested from time to
time (the “Consulting Services”). In
providing the Consulting Services as described in this
Agreement, Consultant shall give the Company full access to
his range of knowledge and professional contacts in the
digital video surveillance industry, with a
view towards the Company leveraging his industry
relationships to expand its DVR and digital video surveillance
product distribution, and increase its fully integrated system
install revenue.
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1.
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Compensation.
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1.1.
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Base
Compensation. In consideration for the Consulting
Services to be performed by Consultant under this Agreement,
the Company will pay Consultant the annualized sum of
$75,000.00. During the first nine (9) months of
this Agreement, payment shall be made to Consultant in equal
monthly installments on the last day of each calendar month
during which this Agreement is effective, and thereafter,
payment shall be made to Consultant in equal quarterly
installments on the first day of each quarter during which
this Agreement is effective.
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1.2.
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Expenses. Consultant
shall be responsible for all his own normal business
expenses. Extraordinary expenses must be submitted
to the Company for approval or no reimbursement shall occur
for any reason whatsoever.
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2.
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Independent
Contractor. Nothing herein shall be construed to
create an employer-employee relationship between the Company
and Consultant. Consultant is an independent contractor and
not an employee of the Company or any of its subsidiaries or
affiliates. The consideration set forth in Section 2 shall be
the sole consideration due Consultant for the services
rendered he
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