EXHIBIT 10(m)
January 16, 1996
Xxxxxx Xxxxxxxx
Dear Xxxxxx:
This letter agreement confirms our understanding relating to your
engagement by TRW Inc. as a consultant to TRW to provide the
services described in paragraph 1 below. The terms and
conditions that follow constitute the entire agreement between
you and TRW and are not to be modified in any way except by a
written document executed by both parties.
1. STATEMENT OF WORK
You will act as a Consultant to assist the EAS/EPHS team in
the development of the EAS/EPHS business strategy. You will
report directly to Xxxxxx Xxxxxx, Vice President and General
Manager of Passenger Car Steering Systems.
2. COMPENSATION
As sole compensation for your services hereunder, TRW will
pay you a fee of U.S.$1,000 per day. Partial days will be
compensated on a pro rata basis. You will invoice TRW for such
fees on a monthly basis.
TRW will reimburse you for all normal travel (first class),
food, lodging and other incidental expenses incurred in
performing your work hereunder upon receipt by my office of
standard TRW expense report forms and other documentation as
required by TRW's expense reimbursement policy.
All travel, including but not limited to airline travel and
car rentals, is to be arranged through TRW's Travel Services
Department. You will be required to adhere to TRW's travel
policy, a copy of which has been provided to you.
Initialed RGW
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Consultant Agreement
January 16, 1996
Page 2
3. TERM AND TERMINATION
The term of this agreement will commence as of January 8,
1996, and may be terminated by TRW at any time by written notice
to you. This agreement shall also terminate immediately upon
your death. Payment shall be made by TRW for services and
expenses rendered or incurred through the date of termination.
4. CONFIDENTIAL INFORMATION
The term "TRW Confidential Information" refers to all data,
reports, drawings, tapes, formulas, interpretations, forecasts,
business plans and analyses, records, trade secrets, customer
lists, documents, proposals, information regarding products,
pricing, terms of sale, processes, research and development,
apparatus and application methods and all other information
reflecting upon or concerning TRW that are not openly
communicated or made accessible by TRW to third parties and that
you obtain from TRW, its employees, subsidiaries and affiliates,
or that you otherwise acquire while engaged hereunder, including
information of a third party as to which TRW has a nondisclosure
obligation. Additionally, TRW Confidential Information shall
include any and all reports to TRW made by you hereunder or the
contents thereof. In view of the sensitive information to which
you will have access during your engagement hereunder, any
information reflecting upon or concerning TRW and known,
communicated or accessible to you will also be deemed to be TRW
Confidential Information unless such information has been
published by TRW in publicly available documents.
You:
(a) agree that TRW Confidential Information is the sole property
of TRW and that such TRW Confidential Information will be used
only in providing consulting services hereunder for TRW;
(b) will hold the TRW Confidential Information in confidence and
not disclose it in any manner whatsoever, in whole or in part,
to any person except to employees of TRW;
(c) will take or cause to be taken all reasonable precautions to
prevent the disclosure or communication of TRW Confidential
Information to third parties;
Initialed RGW
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Consultant Agreement
January 16, 1996
Page 3
(d) agree that each reproduction, duplication, or copy of any
portion of TRW Confidential Information shall be deemed TRW
Confidential Information for all purposes hereunder; and
(e) will, upon expiration or termination of this letter
agreement, discontinue all use of TRW Confidential
Information and return all documents containing TRW
Confidential Information to TRW.
5. NO CONFLICT
Except with the prior written approval of TRW after full
disclosure of all relevant facts, you will refrain from accepting
work, engagements or appointments from any third party that could
conflict with, or impede an unbiased performance of, your work
hereunder or the protection of TRW Confidential Information.
6. COMPLIANCE
You warrant that you have the right to enter into this
letter agreement and that performance of the work specified
herein will not cause you to be in violation of any federal,
state or local law or regulation, or any contractual agreement
entered into by you. You will comply with TRW's policies,
directives and standards and with all applicable federal, state
and local laws and regulations.
7. FORCE MAJEURE
Neither party will incur liability to the other party on
account of any loss or damage resulting from any delay or failure
to perform any part of their obligations hereunder where such
delay or failure was caused in whole or in part by events,
occurrences, or causes beyond the reasonable control of such
party.
8. INDEPENDENT CONTRACTOR
You agree that in your performance of this letter agreement
you will act as an independent contractor, and not as an employee
of TRW. You understand and agree that TRW will not cover you
with workers' compensation, unemployment insurance, state
disability insurance, public liability insurance
Initialed RGW
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Consultant Agreement
January 16, 1996
Page 4
or other benefits that may be available to employees of TRW. You will
refrain from any representation that you are an employee of TRW, and
from incurring liabilities or obligations of any kind in the name, or
on behalf, of TRW.
It is agreed that (a) you will be responsible for Social
Security taxes, if any, which may be applicable and for any other
applicable fees or taxes (federal, state or local) which may be
required or levied upon any payment made to or on behalf of you
hereunder; and (b) you and your heirs shall not be entitled, by
virtue of any work done under this letter agreement, to any
benefits under any medical or travel accident insurance, pension,
sick leave, life insurance, vacation, or disability, or other
employees' benefit plan or plans maintained by TRW for its
employees.
9. PUBLICITY
Except as TRW grants prior written approval, you will not
publicize the existence or terms of, or work performed under,
this letter agreement.
10. ASSIGNMENT
Neither this letter agreement or any of the rights under the
agreement is assignable by you or TRW.
11. ENTIRE AGREEMENT
This letter agreement states the entire understanding
between you and TRW relating to the subject matter of the
agreement. Neither you nor TRW shall be bound by any condition,
warranty, or representation other than as expressly stated herein
or as subsequently stated in a writing signed by the parties.
Any prior agreements (whether oral or written), letters or
proposals relating to the same subject matter are hereby merged
into this letter agreement and the rights and obligations of the
parties, wherever and however arising, will be determined solely
under the terms of this letter agreement.
12. LIMITATION OF LIABILITY
TRW's sole financial obligation under this letter agreement
shall be the payment of compensation and expense reimbursements
as provided for herein. In no event will TRW be liable to you
for any loss of profits or incidental or
Initialed RGW
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Consultant Agreement
January 16, 1996
Page 5
consequential damages, however caused, whether by TRW's sole or
concurrent negligence or otherwise.
13. SURVIVAL
The parties' obligations contained in paragraphs 4, 9, 12
and 13 hereof are permanent and survive the termination of this
letter agreement.
14. GOVERNING LAWS
All questions concerning the validity and operation of this
letter agreement and the performance of the obligations imposed
upon the parties hereunder will be governed by the substantive
laws of the State of Ohio, U.S.A., applicable to agreements made
and to be performed wholly within such jurisdiction.
Please confirm your agreement to the terms stated above by
signing and dating each duplicate original of this letter
agreement and returning a signed copy to me.
Sincerely,
TRW INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Executive Vice President
Confirmed and agreed this 17th day
of January, 1996
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
Initialed RGW
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