Sigma Circuits, Inc.
CONSULTING AGREEMENT
THIS AGREEMENT ("Agreement") is by and between XXXXXX X. XXXXXXX, an
independent contractor and consultant ("Consultant") and SIGMA CIRCUITS, INC.
("Company") and is effective as of March 1, 1997 ("Effective Date").
In consideration of the mutual promises stated in the paragraphs that
follow, the Company and Consultant agree as follows:
1. Engagement of Services. Consultant is hereby retained by the Company to
complete the services described in Exhibit A (the "Services"). The manner and
means by which Consultant chooses to complete the Projects are in Consultant's
sole discretion and control. Consultant agrees to exercise the highest degree of
professionalism, and utilize its expertise and creative talents in performing
such Services. In performing the Services, Consultant agrees to provide his own
equipment, tools and other materials at his own expense. The Company will make
its facilities and equipment available to Consultant when necessary. Consultant
shall be responsible for all expenses incurred in performing services under this
Agreement, except for reasonable preapproved travel expenses, which shall be
reimbursed by the Company. Consultant shall perform the services necessary to
satisfy his obligations under this Agreement in a timely and professional manner
consistent with industry standards at a location, place and time which the
Consultant deems appropriate. Nothing in this Agreement shall restrict the
ability of Consultant to serve as a member of the Company's Board of Directors
and to receive such compensation and benefits as the Company determines to
provide to the members of its Board of Directors who are not employees of the
Company.
2. Fees and Taxes. On the Effective Date, the Company shall pay Consultant
twenty thousand dollars ($20,000) for work performed to date. Thereafter,
Consultant shall be paid fees for work performed for Services at the rate of
$2500 dollars per month. Consultant shall be entitled to no additional
compensation, except for the reimbursement of expenses described above, for
services performed under the terms of this Agreement. Consultant agrees to
submit invoices to the Company on a monthly basis. The Company accepts no
responsibilities for the expenditure by Consultant of more dollars than this
Agreement authorizes. As an independent contractor, the Company will not
withhold or make payments for state or federal income tax or social security;
make unemployment insurance or disability insurance contributions; or obtain
workers' compensation insurance on Consultant's behalf. The Company will issue
Consultant a 1099 form with respect to Consultant's fees. Consultant agrees to
accept exclusive liability for complying with all applicable state and federal
laws governing self-employed individuals, including obligations such as payment
of quarterly taxes, social security, disability and other contributions based on
the fees paid to Consultant, its agents or employees under this Agreement.
Consultant hereby indemnifies and defends the Company against any and all such
taxes or contributions.
3. Consultant not an Employee. Consultant agrees that it is the express
intention of both Consultant and the Company that Consultant is an independent
contractor and not an employee, agent, joint venturer or partner of the Company.
Consultant agrees not to hold itself out as, or give any person or entity any
reason to believe, that Consultant is an employee, agent, joint venturer or
partner of the Company. Consultant agrees not to bind the Company, unless
expressly authorized by the Company in writing. Consultant will not receive any
employee benefits such as paid holidays, vacations, sick leave or other such
paid time off, or participate in Company-sponsored health insurance or
other employee benefit plans.
4. Proprietary Information and Noncompetition. As a condition of this
Agreement, Consultant hereby agrees to sign and abide by the Company's
Proprietary Information and Inventions Agreement, attached hereto as Exhibit B.
Consultant retains the right to engage in work activities for entities other
than the Company. However, Consultant agrees that, throughout the independent
contractor relationship, Consultant will not, without obtaining the Company's
prior written approval, directly or indirectly engage or prepare to engage in
any activity in competition with the Company, accept employment or provide
services to, or establish a business relationship with a business or individual
engaged in or preparing to engage in competition with the Company.
5. Workforce. Consultant may maintain a qualified workforce which may
perform services under this Agreement. The Company will not control, direct or
supervise Consultant's workforce. Consultant agrees that all of its employees
or agents who perform any work for the Company under this Agreement will sign
the Company's Proprietary Information and Inventions Agreement. Consultant
further agrees that it will provide the Company with the original signed copy of
such agreements prior to such individuals' commencement of work for the Company.
Consultant assumes full and sole responsibility for the payment of all
compensation, tax withholding, social security contributions, workers'
compensation payments, disability insurance contributions, unemployment
insurance contributions and expenses of its workforce. Consultant hereby
indemnifies the Company from any and all claims or liabilities arising out of
any of Consultant's obligations to its workforce, including but not limited to
injury, disability or death of Consultant's employees or agents.
6. Termination. This Agreement shall be effective on the Effective Date and
shall continue in effect until June 30, 1997, unless terminated earlier as set
forth in this paragraph. Either the Company or Consultant may terminate this
Agreement at any time by giving the other party fifteen (15) days written
notice. In the event Consultant materially breaches any of the covenants in
this Agreement, the Company may terminate this Agreement immediately upon
written notice, provided that if the reason for termination is failure to timely
perform the Services set forth in Exhibit A, the Company shall provide
Consultant with fifteen (15) days advance written notice and an opportunity to
cure the breach during the notice period.
7. General. This Agreement shall bind the heirs, personal representatives,
successors, assigns, executors and administrators of both Consultant and the
Company, and inure to the benefit of both Consultant and the Company, their
heirs, successors and assigns. This Agreement, including Exhibits A and B,
constitutes the complete, final and exclusive embodiment of the entire agreement
between Consultant and the Company with respect to the terms and conditions of
the subject matter hereof. This Agreement is entered into without relying upon
any promise, warranty or representation, written or oral, other than those
expressly contained in this Agreement, and it supersedes any other such
promises, warranties, representations or agreements. This Agreement may not be
amended or modified except by a written instrument signed by both Consultant and
a duly authorized officer of the Company. This Agreement shall be construed and
interpreted in accordance with the laws of the State of California. If any
provision of this Agreement is determined to be invalid or unenforceable, in
whole or in part, this determination will not affect any other provision of this
Agreement. A failure of either Consultant or the Company to enforce at any time
or for any period of time the provisions of this Agreement shall not be
construed to be a waiver of such provisions or of the right of Consultant or the
Company to enforce each and every such provision.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
SIGMA CIRCUITS, INC. CONSULTANT
By:
Date: Date:
Taxpayer I.D. #:
