Exhibit 10.28
INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT, made and entered into by and between JORE CORPORATION, a
Montana corporation (the "Company"), and XXXXXX X. XXXXXXX, an Independent
Contractor ("Contractor").
I. RECITALS
1.1 The Company seeks to contract with Contractor to provide sales
consultation services to the Company and assistance in completing the Xxxxxxx
licensing package. Contractor desires to perform these services for the
Company and the Company agrees to retain Contractor as an independent
contractor for these purposes.
1.2 Pursuant to the terms and conditions in this Agreement, Contractor
agrees to use his best efforts and expertise to perform these services.
IN CONSIDERATION OF MUTUAL PROMISES set forth in this Agreement, the
Company and Contractor hereby agree as follows:
II. WORK TO BE PERFORMED AND LIMITATIONS
2.1 Contractor will use Contractor's best efforts and expertise to
provide sales assistance, training, and expertise; and to assist in the
completion of the Xxxxxxx licensing agreement.
2.2 Contractor will act solely as an independent translator for the
Company. Contractor is not an agent of the Company and shall have no
authority to negotiate with or to offer sales contracts to, any customers of
the Company or potential purchasers of the Company's products, or to
obligate the Company to purchase services other than the consultation
services described herein.
2.3 Contractor shall use Contractor's best efforts and expertise to:
(a) Assist the Company's sales staff in developing sales
management and marketing strategies promoting the Company's
products;
(b) Assist the Company's business development staff in marketing
the Company's products; and
(c) Advise the Company in any other capacity relevant to the
Contractor's expertise.
2.4 The Company will provide the plans, specifications, and all other
materials as are necessary for sales and business development consultation
services.
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2.5 Contractor will provide all of Contractor's own tools, if necessary,
including computers, paper and writing utensils, and Contractor's own
workplace.
2.6 Contractor shall not be under the supervision of the Company or its
officers or employees, and shall choose the time Contractor performs the work
and the circumstances under which the work is performed.
III. COMPENSATION AND REIMBURSEMENT OF EXPENSES
3.1 Contractor shall be entitled to compensation for services
associated with the provided services at $100,000 annually. A lump sum
payment of Fifty Eight Thousand Three Hundred Thirty Three Dollars
($58,333.00) is due and payable on July 10, 1999, and the remainder of Eight
Thousand Three Hundred Thirty Three Dollars and 33/100 ($8,333.33) payable on
the first of each month thereafter.
3.2 The Company will reimburse Contractor for all expenses Contractor
incurs relevant to services performed for the Company.
IV. TAXES
4.1 The Company shall not withhold federal, state or local income tax
nor shall the Company pay any federal, state or local payroll taxes on behalf
of Contractor.
4.2 Contractor acknowledges that, as an independent contractor,
Contractor is solely responsible to pay appropriate federal, state and local
income and payroll taxes.
V. TERM AND TERMINATION OF AGREEMENT
5.1 The term of this Agreement shall be from January 1, 1999 through
December 31, 1999. The Company has the option to renew the Agreement annually
for additional one (1) year periods.
5.3 Immediately upon the termination of this Agreement, Contractor
shall return all Company materials in his possession to the Company.
Materials kept longer than 5 days after termination shall be considered
stolen property and will be retaken immediately or at the Company's
convenience, the cost of such retaking to be paid by Contractor, unless prior
arrangements have been made by Contractor in writing. Contractor waives his
right to a hearing before removal of the materials after termination of this
Agreement. Contractor gives express permission for the Company to enter any
property and premises or vehicle where such materials are located for the
purposes of retaking such materials, and agrees to indemnify and hold the
Company harmless from any liability arising from such retaking.
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VI. MISCELLANEOUS PROVISIONS
6.1 AMENDMENT AND MODIFICATION. Subject to applicable law, this
Agreement may be amended, modified and supplemented or any provision waived
only by written agreement, executed by both parties.
6.2 ATTORNEY'S FEES. If if shall be necessary for either party to
employ an attorney to enforce its rights pursuant to this Agreement because
of the default of the other party, the defaulting party shall reimburse the
non-defaulting party for reasonable attorneys' fees and expenses.
6.3 WAIVER OF COMPLIANCE; CONSENTS. Any failure of either party to
comply with any obligation, covenant, agreement or condition herein, may be
waived in writing as provided in Section 6.1, but such waiver or failure to
insist upon strict compliance with such obligation, covenant, agreement or
condition shall not operate as a waiver of, or estoppel with respect to, any
subsequent or other failure. Whenever this Agreement requires or permits
consent by or on behalf of any party hereto, such consent shall be given in
writing.
6.4 NOTICES. All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be given by:
(a) hand delivery; (b) first-class registered or certified mail with postage
prepaid, (c) overnight receipted courier service, or (d) telephonically
confirmed facsimile transmission, which notice is addressed to the party at
the address set forth below, or such other address as may hereafter be
designated in writing by the party. Notices given in accordance with this
Section shall be effective upon receipt or when receipt is refused.
IF TO The Company, TO:
00000 Xxxxxxx 00 S. Fax No.: (000) 000-0000
X.X. Xxx 000
Xxxxx, XX 00000
IF TO CONTRACTOR, TO:
Xxxxxx X. Xxxxxxx Fax: (000) 000-0000 #0 (to access fax)
00 Xxxxxxxx Xxxx
Xxxx, XX 00000
6.5 ASSIGNMENT; FORM OF TRANSACTION. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns, but
neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by either party hereto without the prior written
consent of the other.
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6.6 GOVERNING LAW. This Agreement shall be governed by the internal
law of the State of Montana as to all matters, including but not limited to
matters of validity, construction, effect and performance.
6.7 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
6.8 HEADINGS. The section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
6.9 ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding of the parties hereto in respect of the transactions
contemplated by this Agreement and supersedes all prior agreements,
representations, warranties, promises, covenants, arrangements,
communications and understandings, oral or written, express or implied,
between the parties with respect to such transactions. There are no
agreements, representations, warranties, promises, covenants, arrangements or
understandings between the parties with respect to such transactions, other
than those expressly set forth or referred to herein.
6.10 SEVERABILITY. Unless otherwise provided herein, if any provision
of this Agreement shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.
6.11 EXPENSES. The parties hereto shall each bear their own expenses.
DATED this 30th day of June, 1999.
THE COMPANY:
Jore Corporation
By: /s/ Xxxx Xxxx
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Xxxx Xxxx,
Its President
CONTRACTOR:
/s/ Xxxxxx X. Xxxxxxx 6/24/99
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Xxxxxx X. Xxxxxxx
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