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 July
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. 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 abide by
the Company's Proprietary Information and Inventions Agreement,
which he has previously signed, 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, 1998,
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: /s/ B. Xxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
Date: June 9, 1997 Date: June 9, 1997
Taxpayer I.D. #: ###-##-####
