Text extracted via OCR from the original document. May contain errors from the scanning process.
CONSULTING AGREEMENT effective as of the 13, day of August 2011, by and between
Marvin Minsky, PhD, an individual with an address at 111 Ivy Street, Brookline, MA 02446
(the "Consultant"), and Enhanced Education (a/k/a J. Epstein Virgin Islands Foundation), 6100 Red
Hook Quarter, Suite B-3, St. Thomas, USVI 00802 (the "Foundation").
WITNEESETH:
WHEREAS, the Foundation desires to retain the Consultant to render certain services (more
fully described below) to the Foundation, and the Consultant is willing to render such services to the
Foundation, subject to, upon, and in accordance with, the provisions hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing premise and the mutual covenants
contained in this Agreement, the parties hereto, intending to be legally bound, do hereby agree as
follows:
1.
The Foundation hereby engages the Consultant, and the Consultant hereby
accepts engagement, as a consultant to the Foundation, upon, subject to, and in accordance with,
the provisions of this Agreement.
2.
Subject to, and in accordance with, the provisions of this Agreement, the
Consultant shall serve as a liaison between the Foundation and each of the scientific community,
the academic community and the philanthropic community for the purpose of furthering the
Foundation's scientific, academic and other philanthropic objectives as communicated from time
to time by the Foundation to the Consultant.
3.
In connection with serving as the Foundation's liaison, the Consultant shall
perform all of the following services:
(a)
Seek out, identify, investigate, evaluate and recommend proposals for the
Foundation to fund research projects which are compatible with the goals and objectives of the
Foundation, as identified from time to time by the Board of Directors and the President of the
Foundation, and the Foundation's status as a tax exempt organization under Section 501(c)(3) of
the Internal Revenue Code, as the same may be amended from time to time (the "Code").
(b)
Collect curricula vitae from, and compile bibliographies of, the
professionals engaged in such projects and distribute such materials to the Board of Directors and
the President of the Foundation.
(c)
Arrange for and organize informal meetings between the President of the
Foundation and such professionals, and formal presentations by such professionals to, among
others, the Board of Directors and the President of the Foundation, in each case at such locations
as may from time to time be designated by the Board of Directors and/or the President of the
Foundation.
(d)
Monitor the progress and development of projects funded and proposed
to be funded by the Foundation, and report on such progress and development to the Board of
Directors and the President of the Foundation.
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(e)
Organize and conduct at least one scientific conference a year in which
there is participation by renowned professionals in the scientific community approved by the
Board of Directors and the President of the Foundation and at which there are addressed topics of
significant interest in the scientific community that are approved by Board of Directors and the
President of the Foundation.
(0
Prepare periodic reports of the Consultant's activities under the
provisions of this Agreement at such times specified from time to time by the Board of Directors
or the President of the Foundation, but at least every six months during the term hereof, with the
first report to be provided not later than January 31, 2012.
(g)
Upon reasonable advance notice, be available to the Board of Directors
and/or the President of the Foundation to discuss the Consultant's activities under the provisions
of this Agreement.
(h)
Perform such other services, consistent with foregoing services, as the
Board of Directors and/or the President may request from time to time.
4.
In consideration of the services performed by the Consultant in accordance with
the provisions of this Agreement, the Foundation shall pay the Consultant a fee of $50,000 (the
"Consulting Fee"), said consulting fee to be paid in monthly installments of $4,166.67 no later
than the first day of every month during the term of this Agreement. The Foundation shall also
reimburse the Consultant for the Consultant's necessary and reasonable expenses incurred, with
the prior written consent of the Foundation, in connection with the Consultant's performance of
services under the provisions of this Agreement. The Foundation shall reimburse the Consultant
for such expenses within 30 days after receipt of substantiating documentation for such expenses.
5.
The term of this Agreement shall commence on August 1, 2011 and shall expire
on July 31, 2012, unless sooner terminated as hereinafter provided. This Agreement may be
terminated by either party hereto, effective upon twenty (20) business days' prior written notice
to the other party hereto whether with or without cause.
6.
In performing his obligations hereunder, the Consultant shall at all times act in what
he reasonably believes to be in the best interests of the Foundation, in accordance with the highest
standards of professional conduct and integrity and in accordance with all applicable federal and state
laws, rules and regulations. The Consultant shall not at any time take any action or omit to take any
action (to the extent that taking such action is within the scope of the Consultant's responsibilities
under the provisions of this Agreement), the effect of which might be to jeopardize the tax exempt
status of the Foundation under the Code.
7.
Notices. Each notice, document or other communication (a "Notice") to be given
under the provisions of this Agreement shall be in writing and shall be delivered in person, by
facsimile transmission, first class registered or recorded delivery post or via reputable overnight
courier to the party hereto to which it is directed at the address of such party specified below. Any
Notice shall be deemed to be duly given at the time when the same is left at the address of the party
to be served or (if served by facsimile transmission or overnight courier) the business day
immediately following the day of the transmission or delivery to the overnight courier or (if served
by post) on the third business day following the day of posting.
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Notices to the Consultant shall be sent to:
Marvin Minsky, PhD
III Ivy Street
Brookline, MA 02446
Facsimile No.:
Notices to the Foundation shall be sent to:
Enhanced Education
6100 Red Hook Quarter, Suite B-3
St. Thomas, USVI 00802
Facsimile No. 340-775-2528
Either party hereto may change the address or fax number to which Notices shall be sent by giving
the other party hereto notice in accordance with the provisions of this paragraph 7.
8.
The relationship of the parties hereto shall be that of independent contractors,
consultant and client, and no partnership, joint venture or agency relationship shall be deemed to be
created hereunder. Neither party hereto may bind the other party hereto in any manner whatsoever,
whether in contract or otherwise.
9.
If any of the covenants, terms, conditions or provisions of this Agreement are held
invalid for any reason, such invalidity shall not affect the other provisions hereof which can be given
effect without the invalid provision, as the provisions of this Agreement are intended to be and shall
be deemed severable.
10.
This Agreement shall be governed by, and construed in accordance with, the laws of
the United States Virgin Islands, applicable to contracts executed and to be fully performed therein,
without giving effect to its principles of conflicts of law. Each party hereto irrevocably and
unconditionally submits to the exclusive jurisdiction of any state or federal court sitting in the St.
Thomas, United States Virgin Islands over any suit, action or proceeding arising out of or relating
to this Agreement. Each party hereto agrees that service of any process, summons, notice or
document by certified mail addressed to the other party hereto shall be effective service of
process for any action, suit or proceeding brought in any such court.
Each party hereto
irrevocably and unconditionally waives any objection to the laying of venue of any such suit,
action or proceeding brought in any such court and any claim that any such suit, action or
proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto
agrees that a final, non-appealable judgment in any such suit, action or proceeding brought in any
such court shall be conclusive and binding upon such party and may be enforced in any other
courts to whose jurisdiction such party is or may be subject, by suit upon judgment.
11.
This Agreement contains the entire agreement of the parties hereto concerning the
subject matter hereof, and supersedes any and all prior agreements, representations, warranties,
covenants, terms and conditions between the parties hereto concerning the subject matter hereof,
which prior agreements, representations, warranties, covenants, terms and conditions are hereby
canceled. This Agreement may only be changed, modified or amended by an agreement in writing,
signed by the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed,
effective as of August I, 2011.
THE CONSULTANT:
Marvin Minsky
THE FOUNDATION:
a/k/a J. EPSTEIN VIRGIN ISLANDS
FOUNDATION
By:
Darren Indyke
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