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EXHIBIT 10.03.02
CONSULTING AGREEMENT
This Agreement is made and entered into as of the 15th day of August, 2001, by
and between SALEM COMMUNICATIONS HOLDING CORPORATION ("Client") AND XXXX X.
XXXXXXXXX ("Consultant").
WHEREAS, Client desires to retain Consultant to perform certain consulting
services set forth below and Consultant is willing to render such consulting
services Client on the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties agree as follows:
1. CONSULTING SERVICES. During the term of this Agreement, Consultant shall
devote such time and effort to the affairs of Client as Client and Consultant
mutually deem reasonably necessary to fulfill duties for Client consistent with
his area of expertise, including advice and services to the Legal Department of
Client and such other duties as the Chief Executive Officer of Client may
prescribe ("Consulting Services"). The term "Consulting Services," as used
herein, shall not mean or refer to services Consultant performs in connection
with his regular duties as a member of the Board of Directors of Client.
Consultant shall report directly to the Chief Executive Officer of Client.
2. TERM. This Agreement shall commence on July 1, 2001 and shall continue
in full force and effect until terminated by either party upon two (2) weeks
prior written notice.
3. CONSULTING FEES. In consideration of the duties to be performed by
Consultant pursuant to this Agreement, Client agrees to pay Consultant TWO
HUNDRED SEVENTY-FIVE DOLLARS ($275.00) per hour, which amount shall be paid
within thirty (30) days of Client's receipt of Consultant's written invoice.
Each invoice shall list specific services rendered and shall provide and
accounting of Consultant's time to the nearest one tenth (1/10) of an hour. In
addition to the foregoing, Client shall allow Consultant to continue on the
medical insurance plans of Client, and Client shall continue to pay the costs
thereof, consistent with the amount Client historically paid while Consultant
was an employee of Client.
4. EXPENSES. In addition to the fees described in Section 3 above, within
thirty (30) days after receipt of Consultant's invoice, Client shall reimburse
Consultant for all reasonable and necessary business expenses incurred by
Consultant in the course of performing Consulting Services for Client and which
Client approved in advance. Consultant shall keep accurate records and receipts
of such expenditures and shall submit such accounts and proof thereof as may be
reasonably necessary to establish to the satisfaction of Client that the
expenses incurred by Consultant were ordinary and necessary business expenses
incurred by Consultant on behalf of Client.
5. CONFIDENTIALITY. Consultant agrees that he will not disclose to any
other party, without the prior written consent of Client, any information or
records that Client furnishes Consultant or that Consultant generates in the
course of performing the Consulting Services. Consultant further agrees that he
shall return to Client all documents, records and similar items containing
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confidential information furnished by Client or which Consultant generated in
the course of performing his duties and any and all copies of said documents,
records or similar items at such time as this Agreement is terminated, or within
a reasonable time thereafter. Notwithstanding any provision in this Agreement to
the contrary, the provisions of this Section 5 shall survive the termination of
this Agreement.
6. WORK PRODUCT. Under no circumstances may Consultant use the work product
generated pursuant to this Agreement or any other documents of Client for any
purpose other than to further the purposes of Client's retention of Consultant,
which work product and documents shall be the sole and exclusive property of
Client.
7. INDEPENDENT CONTRACTOR. Client and Consultant acknowledge and agree that
in performing the consulting services hereunder, Consultant is acting as an
independent contractor and consultant of Client. Nothing contained herein or
otherwise shall be construed in such manner as to create the relationship of
employer/employee between Client, Consultant and/or any of Client's employees.
No party will have the authority to enter into agreements of any kind on behalf
of the other or otherwise bind or obligate the other in any manner to any third
party. ACCORDINGLY, CONSULTANT UNDERSTANDS THAT CLIENT SHALL NOT WITHHOLD FROM
ANY AMOUNTS PAYABLE TO CONSULTANT NOR PAY ANY AMOUNTS NORMALLY WITHHELD OR PAID
IN AN EMPLOYEE/EMPLOYER RELATIONSHIP INCLUDING, WITHOUT LIMITATION, SOCIAL
SECURITY, FEDERAL TAXES, STATE TAXES, UNEMPLOYMENT INSURANCE, DISABILITY
INSURANCE OR WORKER'S COMPENSATION INSURANCE.
8. PERSONAL CONDUCT. Consultant agrees promptly and faithfully to comply
with all policies, requirements, directions, requests and rules and regulations
of Client. Consultant further agrees to conform to all laws and regulations
including, without limitation, the rules and regulations of the Federal
Communications Commission, and not at any time to commit any act or become
involved in any situation or occurrence tending to bring Client, its
subsidiaries or affiliated entities into public scandal, ridicule or which will
reflect unfavorably on the reputation of Client, its subsidiaries or affiliated
entities.
9. WORK FOR HIRE. Consultant hereby agrees that any creative services for
the Client will be undertaken in the capacity of an "employee for hire" as is
defined under the United States Copyright Act and that all results of his work
for the Client pursuant to this Agreement, including, by way of example, the
development of programs, themes, titles and characters, and such other
intellectual property as may be created in connection herewith, shall be the
sole and exclusive property of the Client.
10. ASSIGNMENT. The parties acknowledge that this Agreement is one for the
personal services of Consultant and shall not be assigned by either party
hereto.
11. MISCELLANEOUS. This Agreement and all questions of its interpretation,
performance, enforceability, and the rights and remedies of the parties hereto
shall be determined in accordance with the laws of the State of California.
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12. FORUM SELECTION. Consultant agrees that any dispute of any kind arising
out of or relating to this Agreement, other than for equitable enforcement of
Sections 5 and 6, above, shall be submitted to final, conclusive and binding
arbitration before and according to the rules then prevailing of, at the
election of Consultant, Christian Conciliatory Services or the American
Arbitration Association, in Ventura County, California. The results of any such
arbitration proceeding shall be final and binding both upon Client and upon
Consultant, and shall be subject to judicial confirmation as provided by the
Federal Arbitration Act or other applicable law. Notwithstanding the foregoing,
Consultant agrees that Client may seek equitable enforcement of Sections 5 and 6
of this Agreement in any court with competent jurisdiction, without obligation
to prove actual damages or to post bond or other security.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the
date first written above.
CLIENT:
SALEM COMMUNICATIONS HOLDING CORPORATION
By: /s/ XXXXXX X. XXXXXXXX III
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Xxxxxx X. Xxxxxxxx III
Chief Executive Officer
CONSULTANT:
/s/ XXXX X. XXXXXXXXX
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Xxxx X. Xxxxxxxxx
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