Exhibit 10.17
Consulting Agreement
Between: American Pallet Leasing, Inc. (hereinafter APL)
and L. Xxxxx XxXxxx (hereinafter the consultant)
This agreement, by and between APL and the consultant witness that:
In consideration of the mutual promises hereinafter set forth, APL and
consultant do hereby agree as follows
1. This agreement pertains to consulting services and advice to be
furnished to APL by the consultant during the period commencing
September 15, 2004 and ending December 31, 2004. During the period
of the agreement the consultant will devote as many days of service
as needed to APL as requested from time to time by APL and mutually
agreed upon in advance. The amount paid for said services under this
agreement exclusive of travel and living expenses shall be one
hundred dollars ($100) per hour in a consulting capacity to APL.
Assignment of this agreement or of any interest therein by either
party, or of any payment due or to become due hereunder, without
prior written consent of the other party, shall be void.
2. Consultant will participate as a consultant and advisor in the field
and technologies of their expertise.
3. The sum stated in paragraph one (1) above will compensate consultant
for services rendered
4. The work contemplated under this agreement may require that
consultant have access to information which is proprietary and/or
confidential to APL. Consultant agrees not to publish or otherwise
disclose to persons outside APL, without specific permission, any
proprietary and/or confidential information acquired from APL by him
or her as a result of participation in studies under this agreement;
nor to use said information for any purposes other than consultation
with APL. APL shall designate in writing all information which it
considers to be confidential.
5. It is understood that this agreement is not intended to restrict
consultant's use or disclosure of information which (i) is or later
becomes publicly known under circumstances involving no breach of
this agreement; (ii) was already known to consultant (other than by
previous disclosure to him or her by APL or through services
performed by him or her for APL) as evidenced by his or her written
records, (iii) is lawfully and in good faith made available to
consultant without restriction on disclosure by a third party; or
(iv) which is created or originated by consultant outside this
consultation. It is further agreed and understood that specific
information disclosed to consultant by APL shall not be deemed to be
available to the public or in his or her prior possession merely
because it is embraced by more general information available to the
public or in his or her prior possession. Consultant will not
publish on the specific work covered by this agreement without first
providing APL with a reasonable opportunity to
review an comment on the contemplated publication for the purpose of
protecting its interest in any patentable subject matter referred to
therein.
6. Consultant will communicate findings, conclusions, recommendations,
and supporting data and analyses to APL, and any such reports shall
become the property of APL.
7. It is agreed and consultant agrees that any and all inventions and
discoveries, whether or not patentable, which consultant conceives
and/or makes within the consulting period and which are a direct
result of his consulting with APL under this agreement and/or a
direct result of confidential information received from APL shall be
the property of APL. Consultant further agrees that he or she will,
upon request by APL, promptly execute all applications, assignments,
or other instruments which APL shall deem necessary or useful in
order to apply for and obtain Letters Patent in the United States
and any foreign countries for such inventions and discoveries. It is
understood that APL will bear the cost of any such patent filing and
prosecution.
8. Consultant is an independent contractor under this agreement. He or
she is not an employee of APL and will not be entitled to
participate in or receive any benefit or right as an APL employee
under any APL employee benefit and welfare plans, including, without
limitations, employee insurance, pension, savings and security plans
as a result of his or her entering into this agreement.
9. It is understood that this agreement will run the full term stated
in paragraph one (1) above at which time it will be renewable as
mutually agreed by the parties. The agreement may be terminated by
either party upon 1 day(s) notice.
10. Xxx Xxxxxxxxx shall represent APL in administering this agreement
and must make and approve all request for consultant's services in
order for such services to qualify for payment pursuant to paragraph
three (3) of this agreement. Xxx Xxxxxxxxx may by written notice
appoint another designated representative for the above purposes.
11. This agreement is the sole agreement between consultant and APL with
respect to consulting service to be performed during the term of
this agreement and it supersedes all prior agreements and
understandings with respect thereto. No change, modification,
alteration or addition to any provision hereof shall be binding
unless in writing and signed by both consultant and a duly
authorized representative of APL.
12. This agreement shall be construed, interpreted, and applied in
accordance with laws of the Commonwealth of Iowa.
ACCEPTED AND AGREED TO:
APL (Xxx Xxxxxxxxx) L. Xxxxx XxXxxx
/s/ Xxx Xxxxxxxxx /s/ L. Xxxxx XxXxxx
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