CONSULTING AGREEMENT
AGREEMENT made this 5th day of July, 1996, between TM Century,
Inc., a Delaware corporation (_TM Century_), and Xxxxxxxx X.
XxXxxxxx (_Consultant_).
Preliminary Statement
Consultant has, for some years, been a consultant and general
advisor to TM Century, and
TM Century desires to retain Consultant's experience, abilities in
the business of TM Century, and TM Century has offered to engage
Consultant to render consultative and advisory services in respect
of TM Century, and
Consultant desires to accept such engagement, upon the terms and
conditions set forth below.
In consideration of the premises and the mutual covenants herein
contained, TM Century and Consultant hereby agree as follows:
1. Term and Duties. TM Century hereby employs Consultant for a
period of thirty-six (36) months, beginning the date hereof, as a
general advisor and consultant to management in all matters
pertaining to the business of TM Century and to render all of the
services relevant thereto, and such advertising, promotional and
administrative services as TM Century may reasonable request.
Consultant shall serve as a member of the Board of Directors, if
elected, including service as Chairman of the Board of Directors,
if elected. Consultant shall report to and be responsible only to
the Board of Directors of TM Century and its executive officers.
Consultant shall render such services as are requested of her by TM
Century but shall not be obligated to spend more than 20 hours in
any one week for such services or more than 60 hours in any one
month for such services. Such services shall be rendered in
Dallas, Dallas County, Texas, unless agreed on otherwise.
2. Compensation. For her consulting services to be rendered by
Consultant to TM Century under this Agreement, Consultant shall be
compensated by TM Century during the term of this Agreement by the
payment of (1) the sum of $10,000 per month to be payable in
twenty-four (24) equal installments, in accordance with the
Company's customary payroll procedures. (2) by TM Century
providing consultant with an automobile allowance of $335 per
month, and reimbursing her gasoline expenses and insurance for
same. (3) reimbursement of reasonable expenses incurred by
consultant in the performance of her duties, and (4) by TM Century
providing consultant with health insurance equivalent to health
insurance provided to employees of TM Century.
3. Conflict of Interest. During the term of this Agreement,
Consultant shall not have any other corporate affiliation without
the approval of the Board of Directors of TM Century and shall not,
directly or indirectly, engage in the production, manufacture, or
distribution of any product similar to that produced, manufactured,
or sold by TM Century or any of its subsidiaries, neither for her
own account or for any person, firm, or corporation whatsoever
other than TM Century or its subsidiaries, or otherwise compete
with the company or its subsidiaries.
4. Trade Secrets. Consultant acknowledges that prior to her
association with TM Century, she had no knowledge of the formulas,
trade secrets, processes, or method of production or manufacture
utilized by TM Century and that such information is of a
confidential and secret character and of great value to TM Century.
Consultant agrees not to divulge to anyone other than the proper
officers of TM Century, either during or after termination of her
employment hereunder, any information acquired by her concerning
such processes, formulas, or methods of manufacturing or production
or other trade secrets of TM Century.
5. Covenant Not To Compete. During the term of this Contract,
Consultant shall not, directly or indirectly, own, manage, operate,
join, control or participate in or be connected with any business
(either as owner, principal, shareholder, agent, employee, servant,
or otherwise) which shall (i) compete with any business conducted
by TM Century of the type and nature as shall be conducted by TM
Century during the term hereof as described herein and (ii) be
conducted within the State of Texas (_Covenant Not to Compete_).
For purposes of the Covenant Not to Compete, the term _TM Century_
shall include any subsidiary or affiliate of TM Century.
Consultant understands and agrees that a breach or threatened
breach of the Covenant Not to Compete cannot be reasonably or
adequately compensated in damages and that such breach will cause
TM Century irreparable loss or damage. Nothing herein shall
prevent TM Century from pursuing any remedies available at law or
in equity for such breach or threatened breach. This Covenant Not
to Compete as well as the obligations of Consultant hereunder are
not depended upon, but are mutually independent from any other
covenant or obligation herein. Consultant shall be paid the sum of
$10,000 per month to be payable on or about the last day of each
month during the term of this Agreement including the extended
period.
6. Waiver , Modification, or Cancellation. Any waiver,
alternation or modification of any of the provisions of this
Agreement, or its cancellation or replacement, shall not be valid
unless in writing and signed by the parties.
7. Assignment. The rights and obligations of TM Century under
this Agreement shall inure to the benefit of and shall be binding
upon the successors and assigns of TM Century if the company shall
transfer all or substantially all of its assets, property, and
business to another corporation.
8. Construction. The validity of this Agreement shall be governed
by the laws of the State of Texas, and this Agreement shall be
construed and enforced in accordance with the laws of the State of
Texas.
9. Entire Agreement. This Agreement supersedes all agreements
previously made between the parties relating to is subject matter.
There are no other understandings or agreements.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the day and year first above written.
TM CENTURY, INC.
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XXXX X. XXXXXXX XXXXXXXX X. XxXXXXXX
PRESIDENT/CEO
