EXHIBIT 10.18
CONSULTING AGREEMENT
THIS AGREEMENT is effective September 30, 2005. Its parties are NORTH
POINTE HOLDINGS CORPORATION ("Company") and XXXX XXXX ("Consultant").
BACKGROUND
Company is a holding company with subsidiaries in the insurance and
financial services industry. Consultant is a member of the board of directors of
the Company. Company wants to take advantage of Consultant's experience in
investments and business acquisitions, as that experience would benefit the
Company. Consultant is willing to work for Company as a consultant.
This document states the parties' agreements on these issues.
TERMS
1. RETENTION. Company retains Consultant to act as a consultant
in matters relating to investments, financial and business acquisitions
("Services").
2. TERM. This Agreement is effective on the date first shown
above and is terminable by either party at any time, with or without cause, upon
at least thirty (30) days prior written notice.
3. INDEPENDENT CONTRACTOR STATUS. Consultant is an independent
contractor. He is not Company's employee, agent, joint venturer, or partner.
Nothing in this Agreement will be interpreted as creating or establishing an
employer/employee relationship between Company and Consultant. Company will not:
procure workers' compensation coverage for Consultant; withhold FICA (Social
Security) from Consultant's payments; make state or federal unemployment
insurance contributions on behalf of Consultant or its personnel; withhold state
and federal income tax from payment to Consultant; or make disability insurance
contributions on behalf of Consultant.
4. NONEXCLUSIVE. Consultant retains the right to perform work for
others during the term of this Agreement. Company retains the right to cause
work of the same or a different kind to be performed by its own personnel or
other contractors during this Agreement's term.
5. SERVICES TO BE PERFORMED BY CONSULTANT. Consultant will be
reasonably available or otherwise "on-call" to Company as requested by Company's
executive management. Consultant will use his best efforts to promptly respond
to Company's requests for Services.
6. METHOD OF PERFORMING SERVICES. Recognizing Consultant's
special skills, Company gives Consultant more control over his work than it
would give to its other service providers. Consultant will determine the method,
details and means of performing the work to be carried out for Company. Company
will not control the manner or determine the method of accomplishing such work.
This does not mean, however, that the parties will not engage in the
consultation inherent in their relationship. Consultant's compensation is set by
this Agreement.
7. LIAISON WITH COMPANY EMPLOYEES. Company will advise Consultant
of the individuals with whom Consultant will consult. Company and Consultant
will develop appropriate administrative procedures for performance of work.
8. PLACE OF WORK. Consultant will perform his work for Company as
he may determine from time to time.
9. COMPENSATION. Consultant shall be paid a monthly retainer of
$5,000 for each full calendar month during this Agreement's term.
10. EXPENSES. Except as otherwise agreed in writing, Company will
reimburse Consultant his reasonable and necessary expenses incurred while
performing services under this Agreement.
11. CONFIDENTIALITY. Consultant will maintain in strict
confidence, and will use and disclose only as authorized by Company, all
information of a competitively sensitive or proprietary nature that he receives
in connection with the work he performs for Company under this Agreement. This
information includes without limitation, customer and agent lists. These
restrictions on information will not apply to information (1) generally
available to the public; (2) released by Company generally without restriction;
(3) independently developed or acquired by Consultant or its personnel without
reliance in any way on other protected information of Company; or (4) approved
for Consultant's use and disclosure without restriction. Notwithstanding the
foregoing restrictions, Consultant may use and disclose any information (1) to
the extent required by an order of any court or other governmental authority or
(2) as necessary for it or them to protect their interest in this Agreement, but
in each case only after Company has been notified and has had the opportunity,
if possible, to obtain reasonable protection for this information in connection
with this disclosure. The confidentiality obligations stated in this paragraph
shall survive the termination of this Agreement.
12. NOTICES. Any notices to be given by either party to the other
may be effected either by personal delivery in writing or by mail, registered or
certified, postage prepaid with return receipt requested. Mailed notices shall
be addressed to the parties at their last known addresses. A party may change
this address by written notice in accordance with this paragraph. Notices
delivered personally will be deemed communicated as of actual receipt. Mailed
notices will be deemed communicated as of two days after mailing.
13. ENTIRE AGREEMENT OF THE PARTIES. This Agreement supersedes any
and all agreements, either oral or written, between the parties with respect to
the rendering of services by Consultant for Company. It contains all of the
parties' agreements with respect to Consultant's services. Any modification of
this agreement will be effective only if it is in writing signed by the party to
be changed.
14. AMENDMENT. The parties can only amend this Agreement in a
writing signed by both parties.
15. BENEFIT. The parties intend that this Agreement both benefit
and bind them, as well as their successors and assigns.
16. GOVERNING LAW. Michigan law governs this agreement.
17. PARTIAL INVALIDITY. If any provision in this Agreement is held
by a court of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.
18. PARTIES IN INTEREST. This Agreement is enforceable only by
Consultant and Corporation. The terms of this Agreement are not a contract or
assurance regarding compensation, continued employment, or benefit of any kind
to any of Consultant's personnel assigned to Corporation's work, or any
beneficiary of any such personnel, and no such personnel or beneficiary will be
a third-party beneficiary under or pursuant to the terms of this Agreement.
The parties have executed this agreement as of the 30th day of September 2005.
NORTH POINTE HOLDINGS CORPORATION
By; /s/ Xxxxx X. Xxxxxxx
------------------------
Its President
/s/ XXXX X. XXXX
---------------------------
XXXX X. XXXX
