EXHIBIT 10.7
CONSULTANT AGREEMENT
This CONSULTANT AGREEMENT (the "Agreement"), is made by and between Pro Squared,
Inc. ("Pro ") with offices at 0000 Xx. Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx
00000, and ________________ ("Consultant").
WITNESSETH:
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This Agreement is based upon the following recitals:
1. Pro desires to retain the services of Consultant on a temporary basis
for the project or purpose described herein, and Consultant desires to provide
such services for Pro at Pro 's facilities in work location(s) owned or
operated by Pro or an affiliate of Pro at various locations within the United
States, its territories and possessions on the terms and conditions set forth
below;
2. Consultant is a citizen or legally authorized resident of the United
States who accepted employment for this project while residing in the United
States, and who delivered this Agreement to Pro for acceptance in Houston,
Texas;
3. This Agreement was accepted and executed by or on behalf of Pro at
Houston, Texas; and
4. Pro and Consultant desire that only the laws of the United States and
the State of Texas, and not those of any other jurisdiction, shall govern this
Agreement and any disputes arising under this Agreement.
Therefore, in consideration of the foregoing and of the premises set forth
before the parties hereto intending to be legally, bound, agree as follows:
1. ASSIGNMENT:
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Assignment Length: Short-Term (less than 11 months)
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Effective Date: _________, 2001
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2. FEES:
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Fees will be in accordance with the Fee Agreement attached and made an integral
portion hereto.
3. TAXES AND INSURANCE:
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The Consultant is strictly responsible for all state, federal, local or
jurisdictional taxes or fees, including, but not limited to, self-employment,
income, worker's compensation, unemployment taxes, and licensing or registration
fees, that may accrue as a result of this engagement.
4. PER DIEM TRAVEL, MOVING AND RELOCATION EXPENSES:
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The Consultant will arrange lodging in reasonable quarters near the assignment,
Residence Inn or similar. All lodging expenses will be claimed on the
Consultant Expense Report form on a weekly basis.
Consultants will be provided a per diem, in accordance with guidelines
established by Pro for meals, laundry, dry cleaning and other miscellaneous
expenses while on assignment.
Transportation to and from the work site will be provided as deemed necessary by
Assignment Management and may be shared or dedicated vehicles.
All Lodging, Transportation and Per Diem expenses will be paid separately from
the bi-weekly or monthly labor reimbursement.
Travel Pay: Will be paid per the fee agreement attached.
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Transportation: Coach Class air transportation will be reimbursed for
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mobilization and demobilization travel unless otherwise noted. All other
authorized and reimbursed travel will be via least cost unrestricted economy
class unless otherwise noted.
Travel Expenses: The actual, reasonable costs incurred for all other authorized
travel expenses will be reimbursed with proper documentation.
5. BENEFITS:
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Consultant is eligible for health insurance benefits of Pro and its Affiliates.
6. PROCESSING EXPENSES:
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A drug screen may be required for all newly hired Consultants. In addition, the
Consultant will require any necessary safety training, or orientation necessary
to access Client facilities. Any costs associated with these requirements will
be the responsibility of Pro . Any costs associated with Passports, Visas or
inoculations required for foreign assignments will also be borne by Pro .
7. FEE DISPENSATION:
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a) Consultant's fees and reimbursements will be distributed per the attached
fee agreement.
8. EMERGENCY MEDICAL SERVICES:
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Pro will provide emergency medical service for injured Consultants, including
transport to appropriate medical facilities when necessary.
XXXXXX - PRO FEE AGREEMENT
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BENEFITS:
Consultant may be eligible for benefits provided to Consultants of Pro and its
Affiliates.
STATUS:
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LODGING OR HOUSING:
Reasonable costs for lodging or housing while on assignment will be reimbursed
by Pro .
FEES AND PER DIEM COMPENSATION:
The Pro agrees to pay and the Consultant agrees to accept, in full payment for
Consultant's services under this Agreement, fees to be paid on a monthly basis,
calculated on the basis of $____ PER HOUR FOR THE FIRST 40 HOURS WORKED PER
WEEK, and $____ PER HOUR for authorized scheduled overtime in excess of forty
(40) hours per week.
PER DIEM:
Per Diem of $____ will be paid for all days on assignment in Kansas City,
Kansas area, including travel days, and will be reimbursed monthly. For other
cities the per diem rate will change per the then current U. S. Government
authorized per diem amounts.
1.1 BENEFITS. Consultant may be provided benefits under the plans and
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programs provided by Pro.
1.2 ACCEPTANCE OF AGREEMENT BY PRO. Consultant's signing of this Agreement
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constitutes a conditional offer by Consultant to begin employment with Pro for
the project described in this Agreement. In order to become effective, this
Agreement must be accepted by Pro , Consultant must satisfactorily complete any
applicable requirements of Pro (e.g., drug test and trial period), and
Consultant must comply with and meet all requirements for entry into Client
premises, including safety orientation and security clearance, if required.
2. TERMINATION OF AGREEMENT.
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The term of this agreement shall begin on the date of its acceptance by Pro and
shall terminate on December 31, 2001 or upon occurrence of any of the following
events:
2.1 PROJECT COMPLETION. Upon completion of Consultant's responsibilities in
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relation to the project described herein, as determined by Pro , this Agreement
will terminate in accordance with its terms. In that event, Consultant will
receive compensation for all hours worked through the completion date. In
addition, Pro will return Consultant to his or her point of origin.
2.2 TRIAL PERIOD. If Consultant has not previously performed duties for Pro
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, either party may terminate this Agreement without prior notice or reason
during the first two (2) months following Pro 's acceptance of the Agreement.
If Consultant has completed at least two (2) weeks of service under this
Agreement and the Agreement is terminated during the trial period, the Pro
shall have no obligation other than to pay Consultant for all time actually
worked, and to return Consultant to his or her point of origin.
If Consultant terminates this Agreement before completing two weeks or service,
Pro shall have no obligation other than to pay Consultant for time actually
worked and shall not be responsible for transportation or costs for mobilization
or demobilization. All expenses of relocation will be for Consultant's account.
2.3 FOR CAUSE. Following the Trial Period, Pro may terminate this
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Agreement immediately without prior notice to Consultant for violation of any
one or more of the Rules and Regulations set out herein. Such termination shall
be considered to be a termination for cause. If Pro terminates this Agreement
for any of these reasons, Pro shall have no obligation other than to pay wages
to Consultant for all time actually worked and shall not be responsible for
transportation or costs for mobilization or demobilization. Nothing in this
paragraph shall limit the right of the Pro to recover compensation from the
Consultant in accordance with governing law.
2.4 WITHOUT CAUSE. If Consultant has completed the Trial Period and
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thereafter is terminated without cause, as defined in Section 2.3 above,
Consultant will be paid for all time worked through the date of termination. In
addition, Consultant will be returned to his or her point of origin. These
payments will be in lieu of any other payments to which Consultant otherwise
would be entitled under this Agreement or any applicable law.
2.5 RESIGNATION. A Consultant who resigns his assignment is expected to
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give Pro at least two (2) weeks prior notice of the effective date of
resignation. Pro reserves the right to pay Consultant up to two (2) weeks fee
in lieu of Consultant's completion of the notice period. In addition,
Consultant will be returned to his or her point of origin.
3. DISPUTE RESOLUTION
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3.1 GOVERNING LAW. This Agreement has been made, executed by or on behalf
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of Pro , delivered and accepted in Houston, Texas, United States of America, and
the parties intend and agree that this Agreement is to be governed, interpreted,
construed, and enforced only in accordance with the laws of the United States
and the State of Texas without reference to the choice of law principles thereof
or the laws of any other jurisdiction. Each party hereby waives any and all
rights or defenses available under the laws of the foreign work location not
recognized or available under the laws of Texas.
3.2 DISPUTES,ARBITRATION AGREEMENT: All disputes, claims, and/or requests
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for specific contractual performance, or other equitable relief, or damages or
any other matters in question between the parties arising out of this agreement
shall be submitted for arbitration, solely. Demand shall be submitted for
arbitration, solely. Demand shall be made to the American Arbitration
Association and shall be conducted in Houston, Texas by a one-person arbitrator,
unless the parties mutually agree otherwise. Arbitration shall be in accordance
with the commercial rules of the American Arbitration Association. The Award of
the Arbitrator shall be final and judgment may be entered upon it in any court
having jurisdiction thereof, and the prevailing party shall be entitled to costs
and reasonable attorney's fees arising out of such arbitration.
4. MISCELLANEOUS
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4.1 WAIVER OF FOREIGN BENEFITS. In consideration for employment and the
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termination and other benefits contained in this Agreement, Consultant
voluntarily waives the right to receive or pursue recovery of any other
termination or other benefits under the law of any jurisdiction other than that
specified in this Agreement.
4.2 CONSULTANT COVENANTS. Consultant convenants not to:
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(a) become involved in a conflict of interest, including participation in, or
solicitation of, business with a Client of Pro , while assigned to a Client site
during the term of this Agreement or for a period of three months thereafter,
(b) violate applicable provisions of the United States Foreign Corrupt Practices
Act, which generally prohibits improper payments to foreign government officials
or candidates for office (Pro will explain these requirements in greater detail
upon request);
(c) disclose any confidential business information of Pro , defined as all
information about Pro 's business, prospects, processes or operations obtained
by Consultant during his or her employment; or
(d) work or provide services to anyone else for compensation or otherwise while
employed by Pro without advance written consent of Pro .
4.3 DRUG TESTING. Pro prohibits the possession, transfer, sale or use of
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alcohol, illegal drugs or controlled substances on the Pro 's premises and
during working hours. Consultant agrees to submit to a test or tests for
alcohol, illegal drugs or controlled substances if requested by the Pro , such
tests to be conducted by collection and analysis of blood or urine samples.
Consultant also agrees that the results of such tests may be reported to the Pro
for the purposes of determining Consultant's compliance with this policy.
4.4 SEVERABILITY. Any provision of this Agreement prohibited by applicable
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law shall be invalid only to the extent of such prohibition and the other
provisions of this Agreement shall remain in full force and effect.
4.5 ASSIGNMENT. Neither Consultant nor Pro may assign this Agreement to
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third parties, except Pro may assign this Agreement to an affiliate under the
control of the parent corporation of Pro without the prior consent of
Consultant. Such assignment by Pro without consent of Consultant is effective
upon notice to Consultant.
4.6 AMENDMENT: NO ORAL MODIFICATION. No amendment, extension, waiver or
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modification of the terms of this Agreement shall be valid unless set forth in
an instrument in writing signed by both parties hereto. No oral amendment,
extension, waiver or modification of the terms of this Agreement shall be
binding upon the parties to this Agreement.
4.7 ENTIRE AGREEMENT. This Agreement contains the entire agreement between
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the parties regarding the subject matter contained herein; this Agreement
supersedes all prior agreements, arrangements, representations and
understandings, written or oral, relating to the subject matter hereof.
4.8 HEADINGS. The paragraph headings used in this Agreement are for
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convenience only and shall not affect the interpretation of this Agreement.
The balance of this page is blank intentionally. Signature page follows.
IN WITNESS WHEREOF, this Consultant Agreement has been signed by each of the
parties to be effective on the date accepted by Pro .
CONSULTANT ASSIGNMENT AGREEMENT
ACKNOWLEDGMENT OF CONSULTANT
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I acknowledge that I have read the above Consultant Agreement, understand it,
had sufficient opportunity to seek financial, tax and legal advice to my
satisfaction, and voluntarily signed it intending to be bound by the provisions
hereof.
CONSULTANT
(PRINT NAME)
(DATE)
ACCEPTANCE BY PRO
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For and on behalf of
PRO SQUARED, INC.
BY:
TITLE: PRESIDENT
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AFFILIATE:
DATE:
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RULES AND REGULATIONS OF PRO
The following Rules and Regulations apply to all Consultants assigned to PRO
subsidiaries and affiliates. These rules are intended to inform Consultants of
the standard of conduct expected of them while they are assigned to perform
duties for Pro 's subsidiaries and affiliates. Pro may revise or supplement
the rules from time to time as circumstances, applicable law and Pro needs
dictate. Violation of the rules may subject Consultants to discipline. By way
of example, disciplinary actions may include verbal warning, written warning,
suspension without pay to a maximum of fourteen (14) days, or termination.
The following offenses would subject the Consultant to discipline, as described
above. Depending on the severity and circumstances, these offenses may make
appropriate more severe discipline or by passing one or more of the disciplinary
steps outlined above, and may constitute urgent reasons or basis for loss of
confidence justifying immediate dismissal.
1. Violation of established safety rules or practices, including failure to
wear or use required personal protective equipment.
2. Failure to perform job assignments at an acceptable level of quality or
speed because of incompetence, carelessness or negligence.
3. Use of abusive language toward an employee, contractor, local resident or
client.
4. Insubordination, failure to carry out assigned work or instructions in a
reasonable period of time or defiance of authority.
5. Unauthorized or excessive absences or tardiness.
6. Negligently damaging, destroying or losing Pro property, including Pro
owned or leased vehicles.
7. Disruptive activities or horseplay on Pro premises or during work.
8. Gambling on Pro property.
9. Failure to report an occupational injury or accident.
10. Intimidation or coercion of an employee by Consultant for membership or
non-membership in any religious organization, society, fraternity or labor
organization, or because of race, color, age, religion, sex, national origin,
veteran status or disability.
11. Unauthorized solicitation of employees.
12. Sexual harassment, requests for sexual favors and/or other verbal or
physical conduct of a sexual nature, or any other violation of the Pro 's policy
on sexual harassment.
13. Sleeping while on the job.
14. Conduct on or off the job which damages or could damage the Pro 's good
will or reputation.
Offenses, which due to their severity, normally will result in immediate
termination on a first offense, and therefore constitute urgent reason for
dismissal, include but are not limited to the following:
1. Theft or embezzlement, actual or attempted, of Pro property or of the
property of another individual on Pro premises or while away from Pro premises
but on Pro time or business.
2. Provoking a fight or attempting to inflict injury to an employee or other
consultant, contractor, local resident or client during working time, while on
Pro property or while away from Pro property but on Pro time or business.
3. Conviction of a felony or similarly serious crime.
4. Willfully destroying or damaging Pro property or the property of
customers or contractors. Unauthorized use or loss of Pro , customers' or
contractors' property, equipment of facilities.
5. Unauthorized taking of Pro documents or information or disclosure of
confidential information or trade secrets.
6. Intentional or unintentional acts that could result in an acute hazard to
any personnel or significant property loss or damage.
7. Deliberate misrepresentation or falsification of information or records
in connection with any Pro business or toward any employee of Pro , including
applications for employment, physical examinations or tests, and/or claims for
expenses, benefits or reimbursement.
8. Accepting a gratuity or kickback contribution in connection with the
placement of or consideration for the placement of Pro business with another
individual, organization or Pro . Undisclosed ownership or participation in any
business entity that does or seeks to do business with the Pro other than stock
ownership in a publicly traded business entity that does not exceed 5% of the
total ownership or equity in such business entity.
9. Being at work under the influence of alcohol or using alcoholic beverages
on Pro premises.
10. Possession, use, sale or transfer of illegal drugs and/or controlled
substances on Pro property or during working hours, or being under the
influence of illegal drugs or controlled substances during working hours.
Refusal or failure to take a test to detect the presence or use of alcohol,
drugs or controlled substances if requested by a supervisor, a member of
management, or a Pro safety or health official, or attempting to alter,
frustrate or obscure the results of any such test of any Pro Consultant or
contractor.
