CONSULTING AGREEMENT
EXHIBIT
10.18
Agreement
made this 14th day of November, 2003, by and between CBG Services, Inc., a
Wisconsin corporation, which maintains its principal office at 00000 Xxxx
Xxxxxxxx Xxx., Xxx Xxxxxx, Xxxxxxxxx, hereafter referred to as "SERVICES";
and
Blarney Stone Consulting, LLC, of 00000 Xxxxxx Xxxx, Xxxxxxxxxxx, XX 00000,
hereafter referred to as "BSC".
RECITALS
WHEREAS,
SERVICES is a wholly owned subsidiary of Merchants and Manufacturers
Bancorporation, Inc., a multi-bank holding company, and
WHEREAS,
SERVICES supplies various support services to banks owned by Merchants,
including technology, training, marketing, card services, human resources and
other core services, and
WHEREAS,
BSC has expertise in these areas, and
WHEREAS,
SERVICES does desire to engage BSC on a non-exclusive basis
NOW
THEREFORE, as an inducement to BSC to provide consulting services and advise
SERVICES on matters which are within the area of expertise; and for good and
other valuable consideration; and on the terms, provisions, and conditions
hereof, the parties agree as follows:
SECTION
ONE
INCORPORATION
BY REFERENCE
The
forgoing recitals are incorporated herein by this reference; and this agreement
shall be construed by reference thereto.
SECTION
TWO
NATURE
AND TERM OF SERVICE
SERVICES
agrees to engage the services of BSC and BSC agrees to perform services as
Consultant for a term of three (3) years, from January 15, 2004 to
January 15, 2007.
BSC
shall
provide an average of 45 hours per month of consulting services in areas of
its expertise. 22.5 of said hours to be performed
on-site.
SECTION
THREE
DUTIES
AND RESPONSIBILITIES
During
the term of this agreement BSC shall devote its nonexclusive services to
SERVICES for an average of 45 hours per month. Said services
shall include serving on the board of directors, consulting with the heads
of
IT, Operations, Training, Card Services, Human Resources and other areas as
determined by the Chairman of Merchants.
SECTION
FOUR
COMPENSATION
In
consideration of all services rendered during the term of this agreement,
including any necessary travel time, BSC shall be compensated at a rate of
$
5,507.83 Per month, which compensation shall be due and payable at the end
of
each month.
SERVICES
will not deduct federal, state, and social security taxes, or xxxxxxx'x
compensation, or unemployment insurance premiums, from such compensation, the
payment of which shall be the sole and exclusive responsibility of BSC as an
independent contractor. BSC shall also be responsible for any and all
pertinent benefit items including, but not limited to retirement plans
contributions, and medical and dental insurance premiums.
SERVICES
will arrange for the transfer to BSC of the automobile currently being using
by
Xxxxxx Xxxxxxx.
SECTION
FIVE
RELATIONSHIP
OF PARTIES
The
parties to this agreement stipulate that BSC is a LLC, and that the relationship
created by this agreement is that of a principal-independent contractor; and
that BSC is not an employee of SERVICES or any of its subsidiaries; and that
BSC
is not entitled to benefits normally provided by SERVICES to an
employee. It is further agreed and understood that by reason of the
independent contractor status of consultant, CBG Services will not withhold
from
compensation paid to BSC any sums for federal and state withholding taxes and/or
FICA taxes, and/or unemployment or workmen's compensations
insurance.
BSC
may
operate its business for the benefit of others during those periods when BSC
is
not performing work under this contract for SERVICES.
BSC
will
be responsible for, and shall hold SERVICES harmless by reason of any
negligence, or intentional acts or omissions that may cause damage to any person
or party as a result of the performance of this agreement.
SECTION
SIX
TERMINATION
This
agreement will terminate upon the death or disability of Xxxxxx X. Xxxxxxx
or upon the date specified in Section Two of this Agreement, as the case
may be.
SECTION
SEVEN
CONFIDENTIALITY
BSC
acknowledges that any information BSC has obtained or will obtain in the future
regarding the operation of SERVICES, its products, services, policies or any
other aspect of its business is confidential; and shall not be revealed or
disclosed to any person, company, or other entity without the express written
permission of SERVICES. BSC acknowledges that they are aware of, and
will adhere to, the restrictions of the privacy provisions of the
Xxxxx-Xxxxx-Xxxxxx Act, and as amended from time-to-time. This
provision shall be in full force and effect from the effective date of this
agreement, and shall survive the termination of this agreement unless extended
due to the provisions of any pertinent law or statute.
SECTION
EIGHT
CHANGES
AND ALTERATIONS
No
change, alteration, modification, or addition to this agreement shall be
effective unless in writing and properly executed by the parties
hereto.
SECTION
NINE
ASSIGNMENT
This
agreement may not be assigned or otherwise transferred by either party
hereto.
SECTION
TEN
OTHER
AGREEMENTS
This
agreement supersedes all previous agreements and understandings with respect
to
the matters covered hereby. Agreements dated prior to the execution
of this agreement between Xxxxxx X. Xxxxxxx and Merchants, parent of
SERVICES are hereby terminated on the effective date of this
agreement.
SECTION
ELEVEN
APPLICABLE
LAW
This
agreement and any disputes relating thereto shall be construed under and
pursuant to the laws of the State of Wisconsin
SECTION
TWELVE
CONTRACT
TERMS EXCLUSIVE
This
agreement constitutes the entire agreement between the parties hereto and the
parties acknowledge and agree that neither of them has made any representations
with respect to the subject matter of this agreement, or any representations
inducing the execution and delivery hereof; except as specifically set forth
herein; and each of the parties hereto acknowledge that he or it has relied
on
its own judgment in entering the same.
IN
WITNESS WHEREOF, the parties here have executed this agreement on the date
first
written above.
Blarney
Stone Consulting, LLC
By
/s/
Xxxxxx
Xxxxxxx
CBG
Services, Inc.
By
/s/
Xxxxxx
Xxxxxxx
Approved:
Merchants
and Manufacturers Bancorp, Inc.
By
/s/
Xxxxxxx X.
Xxxxx
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