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EXHIBIT 10(q)
CONSULTING AGREEMENT
BETWEEN
THE CHAFFERTON COMPANY AND BODYBILT SEATING
EFFECTIVE DATE: AUGUST 1, 1994
WHEREAS, BodyBilt Seating, Inc. (BodyBilt) wishes to obtain from The Chafferton
Company (Chafferton), certain consulting services relating to creative design
and advertising projects, and
WHEREAS, Chafferton wishes to provide those certain consulting services
relating to creative design and advertising projects or any other projects
mutually agreed to which BodyBilt wishes to obtain, (hereafter referred to as
"SERVICES"),
IT IS THEREFORE AGREED that BodyBilt shall obtain from Chafferton, and
Chafferton shall provide to BodyBilt, "services" under the following terms and
conditions:
Chafferton will service BodyBilt's needs as requested on a independent
consultant basis. It is understood and agreed that the full intent of this
Agreement is to establish an independent contractor relationship between the
parties. No employment relationship exists between the parties.
Chafferton agrees to charge BodyBilt on a sliding rate scale for all consulting
services rendered by Xxxxxx XxXxxxxx. The sliding rate scale shall be as
follows:
$70/hr for 51 or more hours worked per week
$80/hr for 40-50 hours worked per week
$90/hr for 30-40 hours worked per week
$100/hr for 29 or fewer hours worked per week
Rate scales for other Chafferton employees or subcontractors shall be
negotiated between Chafferton and BodyBilt.
Chafferton agrees to charge BodyBilt, and BodyBilt agrees to reimburse
Chafferton for previously approved expenses at cost. These previously approved
expenses specifically do not include in-town gasoline, cellular phone,
unapproved personal meals, etc., unless otherwise agreed to by BodyBilt.
Chafferton agrees to submit receipts for all costs for which he wants
reimbursement.
Chafferton agrees to xxxx BodyBilt on a monthly basis for services rendered.
BodyBilt shall have 10 working days to review each billing sent by Chafferton.
Any questions or disputes relating to any xxxx submitted for payment shall be
raised and resolved within the allotted 10 day review period. Payment of a
xxxx shall constitute acceptance by BodyBilt of the charges billed by
Chafferton. Acceptance of a payment (or partial payment) by Chafferton shall
constitute full and complete satisfaction and compensation for the services
provided by Chafferton for that month.
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It is anticipated that the majority of consulting services requested by
BodyBilt will relate to consultation regarding design issues and advertising
trade issue. It is understood that Chafferton will have other clients and it
will likely be unavailable to work exclusively on projects for BodyBilt.
It is currently anticipated that Chafferton will sublease office space from
BodyBilt at 0000 Xxxxxx Xxxxx. In this regard, beginning September 1, 1994,
and continuing until Chafferton is no longer using the space in BodyBilt's
Dallas office, $400 of the monthly office expense, rent and utilities, will be
charged to Chafferton for his use of the office. As monthly costs increase,
the monthly amount charged to Chafferton will increase proportionately. These
charges will first be offset against any consulting services which Chafferton
has provided to BodyBilt. If a balance is still due after the offset against
consulting, the remaining amount will be offset against the next month's
consulting. At such time that it appears that there will be no more consulting
to offset the monthly office expense against, then the monthly amount shall be
due and payable the first of each month in cash.
Executed effective the first date stated above for the purposed stated herein.
/s/ XXXX XxXXXXXX /s/ XXXXXX XxXXXXXX
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XXXX XxXXXXXX, PRESIDENT THE CHAFFERTON COMPANY
BODYBILT SEATING, INC. XXXXXX XxXXXXXX
/s/ Xxxx Xxxxxxxxx
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