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EXHIBIT 10.25
CONSULTING SERVICES AGREEMENT
AGREEMENT NO. CG-97-WSTN1
THIS AGREEMENT is made and entered into as of the 2nd day of May, 1997 by and
between Xxx X. Xxxxxx, Inc. ("Weston"), a Pennsylvania corporation having its
principal offices at 0 Xxxxxx Xxx, Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000 and The
Coventry Group, a proprietorship ("Consultant") having its principal offices at
0000 Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
WHEREAS, Weston is in the business of providing environmental engineering and
consulting services to private industry and governmental clients; and
WHEREAS, Consultant is in the business of providing organizational and
strategic consulting services, and is, by reason of its knowledge, education
and expertise capable of performing the services described herein; and
WHEREAS, Weston anticipates the election of a new Board of Directors (the "New
Board of Directors") at its annual meeting of shareholders on May 23, 1997; and
WHEREAS, Weston has determined that certain of Consultant's professional
support services will be beneficial in ensuring an effective transition to the
New Board of Directors.
NOW THEREFORE, in consideration of the premises and the mutual promises
contained herein, and other good and valuable consideration, the parties agree
as follows:
ARTICLE I. SCOPE OF CONSULTING SERVICES.
1. TRANSITION SUPPORT. Consultant shall provide coordination, organization and
facilitation services (the "Professional Transition Services") for internal and
external teams that will be providing information and advice to Weston. The
Professional Transition Services shall be provided at such times and in such
manner as shall be mutually agreed by the parties and shall be conducted so as
to ensure an effective transition for the New Board of Directors. The
Professional Transition Services shall include communications
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support in order to keep all stakeholders in Weston fully informed during the
transition to the New Board of Directors. Such services shall also include
operations support. The Professional Transition Services shall be performed at
Weston's West Chester, Pennsylvania corporate campus and such other locations
as shall be directed by Weston.
Deliverable: Professional Transition Services.
Estimated Price: $25,000.
2. STRATEGIC ANALYSIS AND RECOMMENDATIONS. Consultant shall provide
coordination, organization and facilitation services for internal and external
teams that will be conducting independent information-gathering, strategic
review and analysis of Weston's current operations, strategic focus and market
position in order to assemble, analyze and prepare recommendations to the New
Board of Directors. All information shall be gathered by Consultant in
accordance with current Weston policy and in cooperation with Weston's current
chain of authority. Consultant's tasks shall include the following:
- Review of Weston's executive management functions.
- Review of national and international operations.
- Review business development practices.
- Review national Technical Resources capability.
- Review Quality Assurance and Financial functions.
In performing these tasks Consultant shall lead a team of experienced corporate
operations specialists and auditors and shall conduct such due diligence as
shall be necessary to fully inform the New Board of Directors of the
operational and financial affairs of the corporation. On or before May 23,
1997, Consultant shall prepare a report setting forth the status of the
foregoing matters and its recommendations on such matters.
Deliverable: Strategic Analysis and Recommendations Report.
Estimated Price: $50,000.
3. TIME COMMITMENT. In rendering the services set forth in this Agreement,
Consultant shall commit such time and resources as shall be necessary to
accomplish the specified deliverables.
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4. AUTHORIZED WESTON REPRESENTATIVE. Consultant shall report to Xxxxxxx
Xxxxxxxxx (the "Xxxxxx Representative") or such other person as Weston shall
designate. All services performed by Consultant shall be at the direction of
the Weston Representative.
5. AUTHORIZED CONSULTANT REPRESENTATIVE. The Consultant Representative shall
be Xxxxxx Xxxxx. All work hereunder shall be performed by the persons listed
in Schedule "A" , or such other persons designated by the Consultant
Representative, subject to Weston's prior approval. All Professional
Transition Services shall be performed at the hourly rates set forth on Exhibit
"A".
ARTICLE II. TERM; TERMINATION.
The term of this Agreement shall be for the period commencing May 2, 1997 and
ending May 23, 1997. Thereafter the term may be extended month-to-month by
written agreement executed by the parties. This Agreement may be terminated by
either party upon giving thirty (30) days' written notice to the other. Weston
may terminate this Agreement at any time if Consultant breaches this Agreement
or is unable to perform hereunder. In such event, Consultant's fee shall be
pro-rated, based on the percentage of each deliverable completed and delivered.
The provisions of Articles V., VI., VIII. and XIII shall survive the
expiration or any termination of this Agreement.
ARTICLE III. CONSULTING FEE.
1. CONSULTING FEE. Weston shall pay Consultant a consulting fee in a total
amount not to exceed $75,000. The Consulting Fee for Professional Transition
Services, which shall not exceed $25,000, shall be determined by multiplying
the number of hours spent by Consultant in performing the tasks set forth in
Article I hereinabove, by Consultant's applicable hourly rate. The Consulting
Fee for the Strategic Analysis and Recommendations Report, which shall be
$50,000, shall be payable upon completion and delivery of the Deliverable.
2. EXPENSES. In the event Consultant is required to travel in connection with
the performance of its services hereunder, Weston shall reimburse Consultant
for such expenses incurred for travel and related food and lodging as are
incurred at the request of, or with the approval of Weston. Reimbursement of
such expenses shall be made in
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accordance with applicable Weston polices, and on the same basis as though
Consultant were an employee of Weston.
No entertainment is authorized under this Agreement and no entertainment
expenses shall be reimbursed to Consultant hereunder. The term "entertainment"
shall include, without limitation, the purchase of meals or refreshment for any
person other than Consultant, and the purchase of any recreational activity for
any person.
In consideration for the fees and reimbursement paid by Weston hereunder,
Consultant hereby releases Weston from any and all claims for fees and/or
expenses incurred by Consultant prior to the commencement of the term hereof.
ARTICLE IV. INVOICING AND PAYMENT.
1. INVOICES. Consultant shall submit invoices for completed services in a
form acceptable to Weston within ten (10) days following the end of each month
in which it provides its services. Invoices shall include the following
detail:
a. This Agreement number, dates of service, number of hours worked,
identification of person(s) performing services, description of deliverables
completed and computation of consulting fee earned to date.
b. A detailed list of expenses in a format reasonably acceptable to
Weston, together with copies of original documentation of such expenses.
Original invoices shall be submitted together with one copy to the Weston
Representative who shall approve such invoice upon reasonable satisfaction that
the services and deliverables described therein have been satisfactorily
completed.
2. PAYMENT. Payment shall be issued to Consultant within 30 days after
receipt and approval of Consultant's invoices. Weston shall have no obligation
to reimburse Consultant for any expenses incurred, or any services performed,
in violation of any law, Weston Business Ethics Policy or in contravention of
this Agreement.
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ARTICLE V. WORK PRODUCT.
1. OWNERSHIP OF WORK PRODUCT. All information, including, but not limited to,
all designs, processes, manuals, reports, computer data and related
information, first produced by Consultant for Weston in performing its services
hereunder shall be the sole property of Weston. All such information shall be
considered proprietary information and shall be retained and used solely in
accordance with the provisions of this Agreement. To the extent any such
information comprises work susceptible to protection under applicable copyright
laws, Consultant agrees that such work shall be deemed "work made for hire"
hereunder. In the event that such work is determined not to be "work made for
hire", this Agreement shall operate as an irrevocable assignment by Consultant
to Weston of the copyright in the work, including all right, title and interest
therein, in perpetuity.
2. INVENTIONS AND PATENTS. All inventions, improvements and discoveries,
whether patentable or not, first conceived, developed or reduced to practice by
Consultant, either alone or with others, in the course of the performance of
the services hereunder, or as a consequence of Consultant's receipt of
information hereunder, shall be the sole property of Weston. All such
inventions, improvements and discoveries shall be promptly disclosed to Weston
in writing. At Weston's request and expense, Consultant agrees to (i) assist
Weston in making application for patents on such inventions, improvement and
discoveries in the United States and any foreign countries (ii) assign all
such applications to Weston or its designee without further charges, (iii)
assist Weston in the prosecution of any patent applications and the enforcement
of any resulting patents and (iv) execute any and all documents necessary for
the accomplishment of the foregoing.
ARTICLE VI. CONFIDENTIALITY.
1. PROPRIETARY INFORMATION. All information received by Consultant in the
course of performing its services, other than information publicly available or
publicly disclosed shall be deemed "Proprietary Information." Consultant shall
receive and retain all Proprietary Information in confidence and shall not
disclose such information to any person without the express written
authorization of Weston. Consultant shall use Proprietary Information solely
for the purpose of performing its obligations hereunder and for no other
purpose. Upon termination of this Agreement, Consultant shall promptly return
all Proprietary Information to Weston, and will, if requested by Weston,
execute a certificate warranting that all Proprietary Information has been
returned to Weston in accordance with this
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Agreement. Consultant shall cause all persons identified on Schedule A
requiring access to the Proprietary Information in the course of Consultant's
performance hereunder, to agree to the confidentiality requirements of this
Article VI.
2. RELATIONSHIP WITH WESTON. Consultant may not represent that it is
associated with Weston for any marketing, commercial or promotional purposes
without the prior written permission of Weston.
ARTICLE VII. CONFLICTS OF INTEREST
1. REPRESENTATION CONCERNING CONFLICTS. Consultant hereby warrants and
represents that to the best of its knowledge and belief there are no relevant
facts or circumstances which could give rise to an actual or potential conflict
of interest under this Agreement, and that Consultant has disclosed to Weston
all information having any relevance to an actual or potential conflict of
interest.
2. DISCLOSURE. Consultant agrees that if an actual or potential conflict of
interest is discovered after execution of this Agreement, Consultant will make
full disclosure to Weston in writing. This disclosure shall include a
description of actions which Consultant has taken or proposes to take to avoid,
mitigate or neutralize the actual or potential conflict, and all actions taken
for such purposes shall be in consultation with Weston.
3. COMMUNICATIONS WITH GOVERNMENTAL OFFICIALS. In performing these Services,
Consultant shall not communicate with any officer, representative, employee,
elected official or agency of the government of any country or any subdivision
thereof on behalf of Weston without having first obtained Weston's written
consent thereto.
4. GOVERNMENT EMPLOYMENT. If any person performing services for Consultant
under this Contract has been a United States government employee within the
last five (5) years, Consultant agrees to furnish Weston all relevant
information regarding any potential conflict of interest.
ARTICLE VIII. RECORDS RETENTION.
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Consultant shall retain all records related to this Agreement in legible form
for a period of three (3) years from date of final payment hereunder.
Consultant authorizes Weston to inspect and audit these records during business
hours upon prior notice to Consultant.
ARTICLE IX. TAXES.
Consultant shall have sole responsibility for payment of all Federal, state
(unless it provides Weston with a Non-taxable Transaction Certificate), local
and other sales, use, income and all employment and other taxes applicable to
the fees paid to Consultant hereunder. Consultant agrees to indemnify and hold
Weston harmless from and against any and all claims and liability relating to
such taxes.
ARTICLE X. INDEPENDENT CONTRACTOR.
For all purposes in performing its services, Consultant shall be deemed to be
an independent contractor and as such, shall not be entitled to any benefits
applicable to the employees of Weston. The Consultant declares that it is
engaged in an independent business, that similar services are provided for
other clients, and Weston is not Consultant's sole and only client. Consultant
shall in no manner be deemed to be an agent or representative of Weston.
Consultant shall have no authority to bind or speak for Weston except as Weston
may grant specific written authority to Consultant to do so from time to time.
ARTICLE XI. INSURANCE.
Consultant shall maintain insurance at its own expense for services performed
hereunder. Such insurance shall include, but not be limited to, Comprehensive
General Liability ($300,000 Minimum), and Automobile Liability (Bodily Injury
and Property Damage/$300,000 Minimum each). Certificates of insurance shall be
provided to Weston immediately upon request.
ARTICLE XII. WARRANTY.
Consultant warrants and represents that: (a) it possesses the expertise,
capability, equipment and personnel to properly and professionally perform the
services; (b) to the extent it is required to do so, it is properly and legally
licensed to perform the services; (c) it shall at all times in the performance
of such services comply with all applicable laws, ordinances and regulations;
(d) it shall perform all services in a good, workmanlike,
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professional, efficient and non-negligent manner; and (e) it does not, as of
the date of this Agreement, and during the period of performance under this
Agreement, shall not represent any competitor of Weston without first fully
disclosing to Weston in writing the scope of work and the name of such
competitor.
ARTICLE XIII. INDEMNIFICATION.
Consultant agrees to indemnify and hold harmless Weston, its officers,
directors, agents and employees for any loss, including reasonable and actual
attorney's fees, costs or damages that Weston may incur as a result of the
negligent acts or omissions of the Consultant or the Consultant's employees or
agents.
Neither party shall be liable to the other for incidental, indirect or
consequential damages, except where such damages arise out of the gross
negligence or willful misconduct of the other party.
ARTICLE XIV. ASSIGNMENT.
This Agreement may not be assigned by Consultant, either in whole or in part,
without the prior written consent of Weston. Any attempted assignment shall be
null and void and without force and effect.
ARTICLE XV. DISPUTES.
Any dispute arising under this Agreement not settled by agreement of the
parties, including disputes arising as a result of termination, shall be
decided by litigation in a court of competent jurisdiction. Pending any
decision, appeal, suit, or claim pursuant to this Article, Consultant shall
proceed diligently with the performance of the work authorized under this
Agreement.
ARTICLE XVI. SEVERABILITY.
Any provision or part of this Agreement held to be void or unenforceable under
any law or by any court shall be deemed stricken, and all remaining provisions
shall continue to be valid and binding upon the parties. The parties may
reform or replace such stricken provision or part thereof with a valid and
enforceable provision which expresses the intent of the stricken provision.
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ARTICLE XVII. GOVERNING LAW.
This Agreement shall be governed by and interpreted in accordance with the laws
of the Commonwealth of Pennsylvania, exclusive of the choice of law rules
thereof, as if wholly to be performed therein.
ARTICLE XVIII. ENTIRE AGREEMENT.
This Agreement constitutes the sole and exclusive agreement of the parties
hereto and supersedes any prior understandings or written or oral agreements
between the parties. This Agreement may be amended only by a writing signed by
the Authorized Representative of each party.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives.
THE COVENTRY GROUP XXX X. XXXXXX, INC.:
(CONSULTANT): (WESTON)
BY: /s/____________________ BY: /s/____________________
NAME: Xxxxxx Xxxxx NAME: Xxxxxxx X Xxxxxxxxx
TITLE: PRINCIPAL TITLE: Acting Chief Financial Officer
DATE: ______________ DATE: ______________
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