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EXHIBIT 10.35
CONSULTING AGREEMENT
AGREEMENT, dated as of August 1, 1995, between XXXXXXX-XXXXXXX, INC.,
a Delaware corporation (the "Company"), and STANWICH PARTNERS, INC., a Delaware
corporation (the "Consultant").
W I T N E S S E T H :
WHEREAS, the Consultant, by and through its officers and other
employees, has developed in connection with the conduct of its business and
affairs various areas of expertise in the fields of general corporate
management, corporate financing and business investment; and
WHEREAS, the Company desires to obtain the assistance of the
Consultant in those areas hereinabove enumerated and in which the Consultant is
acknowledged to have expertise, for a period of three (3) years from the date
of this Agreement; and
WHEREAS, the Company wishes to employ the Consultant and the
Consultant is desirous of being so employed;
NOW THEREFORE, in consideration of the foregoing and mutual covenants
herein contained, the parties agree as follows:
1. Engagement.
The Company hereby engages the Consultant and the Consultant hereby
accepts such engagement for the term set forth in Paragraph 3 below as a
consultant.
2. Duties and Responsibilities.
During the term hereof, the Consultant shall be a consultant to the
Company, and shall render to the Company, by and through its officers,
employees and agents as the Consultant, in its sole discretion, shall designate
from time to time, executive consulting services. Said consulting services
shall consist of general management, finance and business investment, and such
other financial, administrative and management consulting services as shall
from time to time be requested by the President of the Company and his
authorized designees, up to a maximum not to exceed twenty (20) hours in any
week during the term hereof unless the Consultant shall otherwise agree.
3. Term.
The term of the Consultant's engagement pursuant to this Agreement
shall commence on the date hereof and shall end on July 31, 1998.
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4. Compensation.
For services rendered under this Agreement during the term hereof, the
Company shall pay the Consultant compensation in the amount of $21,750 per
month.
5. Reimbursement of Expenses.
The Company agrees to reimburse the Consultant for all reasonable
business expenses incurred or expended by such corporation and its employees
incident to the performance of the Consultant's duties hereunder upon
submission by the Consultant to the Company of expense reports and reasonable
vouchers or other evidence supporting such expenses.
6. Restrictive Covenants and Confidentiality; Injunctive Relief.
(a) Recognizing that certain of the knowledge, information and
relationship with resources, suppliers and customers of the Company and their
subsidiaries, and the knowledge of the Company's and its subsidiaries'
financial condition, business methods, systems, trade secrets, know-how,
proprietary processes, plans and policies which the Consultant has and shall
hereafter establish, receive or obtain as an employee of the Company and its
subsidiaries, are valuable, special and unique assets of the business of the
Company and its subsidiaries, Consultant agrees that during and for a period of
six months after the term of this Agreement, Consultant shall not disclose,
without the prior written consent of the Board of Directors of the Company, any
confidential proprietary or non-public proprietary knowledge or information
pertaining to the Company and its subsidiaries, their management, financial
condition, customer lists, trade secrets, know-how, proprietary processes,
sources of supply, business, personnel, policies or prospects, to any person,
firm, corporation or other entity other than Consultant's agents and employees,
other than disclosure in the conduct of the business of the Company which the
Consultant determines in good faith to be in the interest of the Company,
provided that after the term hereof these restrictions shall not apply to such
secrets, know-how and proprietary processes which are then in the public domain
(provided that the Consultant was not directly responsible for such secrets,
know-how or processes entering the public domain without the Company's
consent).
(b) Consultant acknowledges and agrees that all memoranda, notes,
reports, records and other documents made or compiled by the Consultant, or
made available to the Consultant prior or during the term of this Agreement,
concerning the Company's and its subsidiaries' business, shall be the Company's
property and shall be delivered to the Company on the termination of this
Agreement or at any other time on request by the Board of Directors of the
Company.
(c) The provisions of this Paragraph 6 shall survive the
termination or expiration of this Agreement for a period of six months
irrespective of the reason therefor.
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7. Notices.
All notices, requests, demands and other communications provided for
by this Agreement shall be in writing and shall be personally delivered or
mailed (by registered or certified mail) to Stanwich Partners, Inc., One
Stamford Landing, 00 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000,
Attention: Xxxxxxx X. Xxxxxxx, in the case of the Consultant, or to the
Company at Xxx Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: Xxxxxxx
X. Xxxxxx, or to such office or address as the Company shall notify Consultant.
Any such notices shall be effective upon receipt, if personally
delivered, or three business days after mailing, if mailed.
8. Assignability and Binding Effect.
This Agreement shall inure to the benefit of and shall be binding upon
the successors, assigns and legal representatives of the Consultant, and shall
inure to the benefit of and be binding upon the Company and its successors, but
the obligations of the Consultant and the Company may not be delegated without
the prior written consent of the other party.
9. Complete Understanding.
This Agreement constitutes the complete understanding between the
parties with respect to the engagement of the Consultant hereunder and no
statement, representation, warranty or covenant has been made by either party
with respect thereto except as expressly set forth herein. This Agreement
shall not be altered, modified, amended or terminated except by written
instrument signed by each of the parties hereto.
10. Governing Law.
This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware.
11. Severability.
In case any one or more of the provisions of this Agreement shall be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any
way be affected thereby.
12. Paragraph Headings.
The paragraph headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
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13. Termination of Old Consulting Agreements.
This Agreement supersedes and replaces the Old Consulting Agreements
(as defined below) which have either terminated or are hereby terminated. As
used herein, the term "Old Consulting Agreements" means, collectively, the
Consulting Agreement dated as of April 3, 1986 between the Company and the
Consultant (as amended); the Consulting Agreement dated December 23, 1988
between the Consultant and Xxxxx Integrated Systems, Inc; and the Consulting
Agreement dated as of July 1, 1992 between the Company and the Consultant.
IN WITNESS WHEREOF, the parties hereto have caused this document to be
executed under seal as of the day and year first above written.
XXXXXXX-XXXXXXX, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President
STANWICH PARTNERS, INC.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President
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