EXHIBIT 10.23
CONTRACT FOR PROFESSIONAL SERVICES
In San Xxxx, Puerto Rico, this 30th day of June, 2004.
APPEAR
Banco Popular de Puerto Rico, a banking corporation registered under
the laws of the Commonwealth of Puerto Rico (hereinafter, the "Bank"), and
Xxxxx Xxxxxxxxx (hereinafter, the "Consultant"), and by virtue of this
contract, they
STATE
WHEREAS, the Bank wishes to engage the services of the Consultant to
advise the Bank in the matters described in ADDENDUM I hereto.
WHEREAS, the Consultant wishes to render professional services to the
Bank.
WHEREFORE, in consideration on the mutual agreements stated below, the
parties have agreed to sign a contract to engage the professional services of
the Consultant subject to the following
TERMS AND CONDITIONS
FIRST: DESCRIPTION OF THE SERVICES
(a) The Consultant shall perform the professional services
(hereinafter, the "Professional Services") described in Addendum I to this
Contract.
(b) The Professional Services will be rendered only to the Bank
or any other related entity.
(c) The Professional Services will be rendered at the facilities
designated by the Bank or in the Bank's offices, if required.
(d) The Consultant will report his findings and recommendations
to the Chairman of Popular, Inc. or to whomever the Chairman may designate from
time to time.
(e) The Consultant will be able to provide services to third
parties, assuming they are not in conflict with Xxxx's interest.
SECOND: COMPENSATION AND PAYMENT TERMS:
(a) In consideration to the provisions of the Professional
Services, the Bank will pay the Consultant the fees set forth in Addendum II
hereof.
THIRD: RELATIONSHIP BETWEEN THE PARTIES:
(a) No part of this Contract shall be construed in the sense that
it creates a partnership or an employer-employee relationship between the
Consultant and the Bank. The Consultant acknowledges that the Professional
Services shall be rendered as an independent contractor. The Consultant will
not be eligible for Bank benefits such as pension plans, medical, life or
disability insurance, or any other benefit or profit sharing program provided
by the Bank to its regular employees.
FOURTH: TERM:
(a) This Contract shall be effective when executed by both
parties and will remain in effect for one (1) year from its effective date. Any
extension of this term shall be agreed upon through a written instrument signed
by both parties.
FIFTH: TERMINATION:
(a) The Bank may terminate the Contract at any time, effective
immediately, for any of the following causes:
i. unjustified abandonment of its tasks, functions and
duties as Consultant;
ii. engaging in misconduct against the best operation
and discharge of the Professional Services;
iii. engaging in illegal conduct constitutive of a crime.
In case of termination under paragraph (a), the Consultant will only
be entitled to compensation for those Professional Services rendered until the
date of termination.
(b) The Bank may terminate this Contract at any time, even before
the termination date, absent any of the causes stated under paragraph (a)
above; but, in that case, the Consultant shall be entitled to compensation for
(i) the Professional Services rendered up to the date of such termination.
SIXTH: GENERAL CONDITIONS:
(a) The Consultant acknowledges, with regard to the rendering of
Professional Services, that he may have access to proprietary and confidential
information of the Bank or related entities. The Consultant agrees to maintain
the confidentiality of such information and shall protect it with the same
degree of care with which he protects his own private and confidential
information. Without limitation, the Consultant agrees that all the information
furnished to him by the Bank with regard to:
i. financial results of the Bank or any other related
entity;
ii. financial forecasts, strategic or business plans of
the Bank or any other related entity; and
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iii. the contents of studies that are a property of the
Bank or any other related entity (whether prepared by the Bank, by any of the
related entities, or by a third party), shall be the exclusive property of the
Bank or related entity, and may be disclosed or used only with the written
consent of the Bank. The duty of confidentiality in this paragraph shall
survive the termination of this Contract, and shall be permanent with regard to
the information obtained during the term hereof.
(b) Any idea, design, organization, or operational scheme or
other recommendation or advice the Consultant offers or gives to the Bank:
i. shall not be binding upon the Bank, but it may be
adopted or implemented by the Bank in its sole discretion;
ii. shall constitute and become the exclusive property
of the Bank, whether or not adopted or implemented, free of copyrights on
behalf of the Consultant who hereby conveys and assigns to the Bank whatever
copyrights he has with regard to ideas, design, schemes, recommendations, or
advice.
(c) The Consultant acknowledges and accepts that the Bank will
rely upon the Consultant's strict performance of the terms and conditions of
this Contract, and the failure of the Consultant to comply with the provisions
of this agreement may cause substantial and irreparable damage to the Bank.
Without limiting the foregoing, the Consultant acknowledges that time is of the
essence in this contractual engagement and binds himself to strictly comply
with the work schedule detailed in Addendum I of this Contract.
(d) The Consultant shall release, indemnify and hold the Bank
harmless for any cost, loss, claim, complaint, suit, or damage of any kind
(including attorney's fees) to which the Bank, its shareholders, directors,
employees, agents, or representatives may be subject, arising out of any
nonperformance by the Consultant of the provisions of this Contract or the
provision of the Professional Services.
(e) The Bank shall release, indemnify, and hold the Consultant
harmless for any cost, loss, claim, complaint, suit, or damage of any kind
(including attorney's fees) to which the Consultant may be subject, through no
fault of the Consultant, related to proper performance by the Consultant of the
provisions of this Contract or of the Professional Services.
(f) The Consultant agrees that, in his performance of his duties
under this Contract, he will observe any applicable local, municipal, state, or
federal laws or regulations.
(g) The Consultant represents that she maintains all the
licenses, authorizations and/or permits required by law or regulation for the
practice of her profession, or for the operation of her business or entity, and
binds herself to maintain those licenses, authorizations or permits in effect
throughout the term of this Contract and any extension thereof.
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(h) The Consultant shall maintain, during the term of this
Contract, an insurance policy with the State Insurance Fund with such limits
required by laws of the Commonwealth of Puerto Rico. The Consultant also agrees
to maintain a general liability insurance policy with a minimum coverage of
$1,000,000 per occurrence for bodily injury or damage to the property of third
parties caused by the Consultant, his officers, employees, agents and
representatives, in the discharge of their duties under this Contract. This
insurance policy will be provided through an endorsement of the Burckhart &
Associates policy.
(i) The Consultant shall be exclusively liable for the payment of
any applicable taxes, charges, or income taxes, and for the payment to his
employees, agents or representatives of any type of salary, compensation and
benefit applicable or required by law or contract.
(j) Any notice allowed or required hereunder shall be forwarded
in writing to the following addresses:
To the Consultant: Xxxxx Xxxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
To the Bank: Banco Popular de Puerto Rico
Legal Division
GPO Box 362708
San Xxxx, PR 00936-2708
Attn: Xxxxxxx Xxxxxx, Esq.
(k) Any press release, notice or public communication made by the
Consultant with regard of this Contract or the rendering of the Professional
Services, including, without limitation, promotional or advertisement material,
shall be coordinated with and approved by the Bank before publication or
disclosure.
(l) The Bank's failure to raise any nonperformance by the
Consultant or its failure to enforce any of the Consultant's duties as per the
provisions of this Contract, shall not be construed as a waiver by the Bank of
its rights under this Contract, or as implied amendment of the same. Any
amendment or modification of the Contract must be stated in a written
instrument signed by both parties.
(m) If any of the provisions of this Contract were declared null,
void or illegal by any Court or competent authority, the rest of the provisions
shall remain in full force and effect.
(n) The Bank may assign the Contract to any affiliates or
subsidiaries.
(o) This Contract contains the entire agreements between the
parties with respect to the subject matter herein, and supersedes any agreement
or verbal or written arrangement between the parties prior to the execution
hereof.
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(p) This Contract shall be governed and construed according to
the laws of the Commonwealth of Puerto Rico.
IN WITNESS WHEREOF, the parties sign the same at the place and time
stated at the beginning of this Contract.
BANCO POPULAR DE PUERTO RICO
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxx Xxxxxxxxx
--------------------------------- ----------------------------
By: Xxxxxxx X. Xxxxxxx By: Xxxxx Xxxxxxxxx
Title: President & CEO Title: Consultant
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ADDENDUM I
1. Work schedule: Consultant shall work up to 750 hours a year, as may be
decided among the parties according to work schedules and projects in
progress.
2. Contact person: Consultant's primary contact person will be Xxxxxxx X.
Xxxxxxx. Other persons may be delegated from time-to-time and others
may be contacted by Consultant as necessary to carry out the functions
and projects.
3. Specific work for Popular Inc., BPPR or any of its subsidiaries or
affiliates: Consultant will discuss with Xx. Xxxxxxx the specific work
to be performed at any of the companies of Popular. The work will be
primarily: specific projects related with the BPPR Foundation,
representation in some not for profit organizations specifically
assigned and other community work agreed upon by both parties.
4. Facilities and equipment: the Bank will provide office space,
furniture and equipment to complete the work assigned.
5. The Bank may request periodic progress and status report meetings, as
it deems necessary.
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ADDENDUM II
1. Fees: The Consultant will be paid $135 per hour. Travel and lodging
expenses related to work assigned will be invoiced to the Bank at the
actual costs, with vouchers provided. This will also apply with meals
while traveling. The car previously provided to the Consultant by the
Bank will be transferred to the Consultant at no cost to the
Consultant. Car maintenance expenses will be the responsibility of the
Consultant.
2. It is expected that the Consultant will work and invoice 750 hours per
year. If the Bank requests additional hours and Consultant is able to
work them, they will also be invoiced at $135 per hour plus any
approved expenses.
3. Payment schedule: The Consultant will submit a work report and invoice
at the end of each month, and shall be paid within 15 days by deposit
to her bank account.
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