CONSULTING SERVICES AGREEMENT
This agreement is made as of the 11/th/ day of November, 1996, by and between
Xxxxxx Technology Partners, Ltd. ("BTP") and Banyan Systems Incorporated (the
"Client").
I. BTP'S SERVICES
During the term of this Agreement, BTP will provide nonexclusive consulting
and related services to the Client as an independent contractor. Such
services will be performed by Xxxx X. Xxxxxx unless otherwise agreed by the
parties.
II. TERM OF THE AGREEMENT
This agreement will be for an initial term of six months commencing on
October 21, 1996. This agreement shall automatically renew for successive
renewal terms of three months. Notwithstanding the preceding, either party
may cancel this agreement upon written notice to the other party with
immediate effect, or on such later date as is specified in such notice.
III. COMPENSATION AND COSTS
A. BASE FEE. As compensation for its services under this agreement, Client
will pay BTP a fee of $2,000 per day. Part days will be billed to client on
a prorated basis. Fees will be due and payable within ten (10) days of
receipt of invoice(s) from BTP.
B. EXPENSES. Client will also reimburse BTP for all reasonable travel,
living, communication and entertainment expenses incurred by BTP in the
performance of its duties hereunder. Expense reimbursement will be due and
payable within ten (10) days of receipt of invoice from BTP.
IV. INDEMNIFICATION. Client shall indemnify BTP against and hold BTP, including
without limitation, its officers and employees, harmless from, any and all
loss, damage, penalty, liability, cost or expense, including without
limitation reasonable attorney fees and expenses, that may be incurred by
or asserted against BTP, by
reason of any claim, regulatory proceeding or litigation arising from any
act done or omitted to be done by any individual or person in connection
with or related to BTP's services under this agreement, excepting only a
loss, damage, penalty, liability, cost or expense resulting from any act or
omission to act resulting from bad faith of BTP. The provisions of this
agreement shall survive termination of this agreement.
V. APPLICABLE LAW. This agreement shall be subject to the laws of the
Commonwealth of Virginia.
XXXXXX TECHNOLOGY PARTNERS, LTD.
By: /s/ Xxxx X. Xxxxxx 1/17/97
------------------------------------------- ----------------------------
Xxxx X. Xxxxxx
BANYAN SYSTEMS, INCORPORATED
By: /s/ Xxxxxxx Xxxxxxx 1/22/97
------------------------------------------- ----------------------------
Title: Vice President and
Chief Financial Officer
2
