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EXHIBIT 10.20
CONSULTING AGREEMENT BETWEEN COMPANY AND XXXXX XXXXX EFFECTIVE JANUARY 7, 1998
CONSULTING AGREEMENT
This Consulting Agreement is made on by and between Versant Object
Technology Corporation ("VERSANT"), with offices at 0000 Xxxxxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxxx 00000 and Xxxxx Xxxxx ("CONSULTANT") with offices at 0000
Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx.
IN CONSIDERATION OF VERSANT'S EXECUTION OF THE SETTLEMENT AGREEMENT AND RELEASE
OF CLAIMS BETWEEN THE PARTIES HERETO, THE PARTIES FURTHER AGREE AS FOLLOWS:
1.0 DEFINITIONS
For the purposes of this Agreement, the following terms will be defined as
follows:
1.1 "CONFIDENTIAL INFORMATION" shall mean information which is said to be
Confidential to Consultant at the time of disclosure or marked as "Confidential"
and which is related to Versant's business, clients, products, programming
techniques, experimental work, and suppliers of Versant. Confidential
Information shall include, but is not limited to, the terms and conditions of
this Agreement. Confidential Information will not include, however, any
information which is or becomes part of the public domain through no fault of
Consultant or that Versant regularly gives to third parties without restriction
on use or disclosure.
1.2 "PERIOD OF CONSULTANCY" shall mean the period set out in Exhibit A.
1.3 "SERVICES" shall mean the services specified in the Project Description.
2.0 SERVICES.
2.1 REQUEST: From time to time during the Period of Consultancy, Versant may
request Consultant to provide certain Services to Versant or on behalf of
Versant to Versant's business contacts.
2.2 PERFORMANCE: Upon signature of both parties on Exhibit A, Consultant will
use best efforts to perform Services.
2.3 Any expenses incurred by Consultant in performing the Services will be
reimbursed at the rate Versant reimburses its own employees. Any expenses
incurred by Consultant for which reimbursement from Versant will be sought, must
be pre approved by Versant.
2.4 Consultant will receive no royalty or other remuneration for the production
and/or distribution of any products developed by Versant or by Consultant in
connection with or based upon the Services.
3.0 RELATIONSHIP OF PARTIES.
3.1 INDEPENDENT CONTRACTOR: Consultant is an independent contractor and is not
an agent or employee of, and has no authority to bind Versant by contract or
otherwise.
3.2 Consultant will perform the Services in a manner agreed upon between Versant
and Consultant subject to the requirement that Consultant shall at all times
comply with applicable law.
3.3 INDEMNITY: Consultant will indemnify Versant and hold it harmless from and
against all claims, damages, losses and expenses, including reasonable fees and
expenses of attorneys and other professionals, relating to any obligation
imposed by law on Versant to pay any withholding taxes, social security,
unemployment or disability insurance, or similar items in connection with
compensation received by Consultant pursuant to this Agreement.
The terms of this Agreement are Confidential
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4.0 CONFIDENTIAL INFORMATION.
4.1 Consultant acknowledges that Consultant will acquire Confidential
Information from Versant Both parties agrees to hold all any Confidential
Information obtained from the other party in strict confidence, not to disclose
it to others or use it in any way, commercially or otherwise, except in
performing Services, and not to allow any unauthorized person access to it.
4.2 Consultant agrees to take all actions reasonably necessary to prevent
unauthorized disclosure of the Confidential Information.
5.0 INDEMNIFICATION BY CONSULTANT.
Consultant will indemnify Versant and hold it harmless from and against all
claims, damages, losses and all expenses, including court costs and expenses of
attorneys, expert witnesses, and other professionals, arising out of or
resulting from (a) any action by a third party against Versant that is based on
any claim that any Services performed under this Agreement, of their results,
infringe a patent, copyright or other proprietary right or violate a trade
secret; and (b) any action by a third party that is based on any negligent act
or omission or willful conduct of Consultant which results in: (i) any bodily
injury, sickness, disease or death; (ii) any injury or destruction to tangible
or intangible property (including computer programs and data) or any loss of use
resulting therefrom; or (iii) any violation of any statute, ordinance, or
regulation.
6. TERMINATION AND EXPIRATION.
6.1 EXPIRATION: This Agreement will expire at the end of the Period of
Consultancy.
6.2 NO ELECTION OF REMEDIES: The election by Versant to terminate this Agreement
in accordance with its terms shall not be deemed an election of remedies, and
all other remedies provided by this Agreement or available at law or in equity
shall survive any termination.
7. EFFECT OF EXPIRATION OR TERMINATION
7.1 Expiration or termination of this Agreement will not relieve Consultant of
its obligations under Sections 4 and 5, nor will expiration or termination
relieve Consultant from any liability arising from any breach of this Agreement;
and
7.2 Upon expiration or termination of this Agreement for any reason, Consultant
will promptly notify Versant in writing of all Confidential Information, in
Consultant's possession and will promptly deliver to Versant all such
Confidential Information.
8. LIMITATION OF LIABILITY.
IN NO EVENT SHALL VERSANT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF
VERSANT HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
9. GENERAL
9.1 ASSIGNMENT: Consultant may not assign Consultant's rights or delegate
Consultant's duties under this Agreement either in whole or in part without the
prior written consent of Versant. Any attempted assignment or delegation without
such consent will be void and will have the effect of terminating the Agreement.
9.2 EQUITABLE REMEDIES: Because the Services are personal and unique and because
consultant will have access to Confidential Information of Versant, Versant will
have the right to enforce this Agreement and any of its provisions by
injunction, specific performance or other equitable relief without prejudice to
any other rights and remedies that Versant may have for a breach of this
Agreement.
9.3 ATTORNEYS' FEES: If any action is necessary to enforce the terms of this
Agreement, the substantially prevailing party will be entitled to reasonable
attorneys' fees, costs and expenses in
The terms of this Agreement are Confidential
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addition to any other relief to which such prevailing party may be entitled.
9.4 GOVERNING LAW; SEVERABILITY: This Agreement will be governed by and
construed in accordance with the laws of the State of California excluding that
body of law pertaining to conflict of laws. If any provision of this Agreement
is for any reason found to be unenforceable, the remainder of this Agreement
will continue in full force and effect.
9.5 NOTICES: any notices under this Agreement will be sent by certified or
registered mail, return receipt requested. Such notice will be effective upon
its mailing as specified.
9.6 COMPLETE UNDERSTANDING; MODIFICATION: This Agreement, together with each
version of Exhibit A executed by the parties, constitutes the complete and
exclusive understanding and agreement of the parties and supersedes all prior
understandings and agreements, whether written or oral. Modification or
amendment of any provision of this Agreement will be effective only if in
writing and signed by the parties hereto.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the Effective
Date.
"VERSANT"
VERSANT OBJECT TECHNOLOGY CORPORATION
Name:
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Title:
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Date:
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"CONSULTANT"
XXXXX XXXXX
By:
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Federal Tax ID. Number:
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Date:
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The terms of this Agreement are Confidential
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EXHIBIT A
SCOPE OF WORK
This Exhibit A is issued under and subject to all of the terms and conditions of
the Consulting Agreement dated as of _____________, 1998 by and between Versant
and Xxxxx Xxxxx.
The Services shall mean professional management consulting services provided to
Xxxx Xxxxx and Xxxx Xxxx on an "as requested" basis but for no less than
approximately forty (40) hours per calendar month.
Period of Consultancy shall be the period between January 7, 1998 and January 7,
1999.
Start Date: January 7, 1998
Completion Date: January 8, 1999
AGREED AS OF _________, 19__:
Versant Object Technology Corporation:
By:_________________________
Title: _____________________
CONSULTANT:
Xxxxx Xxxxx
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(Signature)
The terms of this Agreement are Confidential
