EXHIBIT 10.8
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made and entered into as of
the first day of November, 1995, by and between X.X. XXXXXXXXX CONSULTING, INC.
("Consultant") and HELISYS, INC. (the "Company").
1. CONSULTING SERVICES. Consultant will provide to the Company the
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consulting and advisory services (the "Consulting Services") more particularly
described in the Description of Consulting Activities attached as Exhibit A to
this Agreement.
2. CONSULTING FEES. In consideration of the Consulting Services, the
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Company agrees to pay Consultant consulting fees at the rates and in accordance
with the terms specified in the Fee Schedule attached as Exhibit B to this
Agreement.
3. TERM. The term of this Agreement shall commmence as of the date of
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this Agreement and shall terminate sixty (60) days after receipt by a party of
the other party's written election to terminate this Agreement. Either party may
elect at any time and in is discretion to terminate this Agreement, with or
without cause.
4. EXPENSES. The Company shall reimburse Consultant for all actual
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out-of-pocket expenses incurred by Consultant in the performance of the
Consulting Services. Travel by private automobile will be reimbursed at the
rate of Twenty-Nine Cents ($0.29) per mile. Expenses for out-of-town travel
must be approved in advance by the Company. Consultant shall prepare and submit
to the Company itemized expense reports (which shall include where available
receipts and comparable documentation) concurrent with Consultant's monthly fee
statements. The Company shall reimburse Consultant for such expenses within
ten (10) days after receipt of each expense report.
5. CONFIDENTIALITY. Consultant agrees to hold in confidence and not
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disclose to any third party any of the Company's trade secrets or proprietary
information both during and after the term of this Agreement.
6. OWNERSHIP. The work product resulting from the Consulting Services
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shall be and remain the property of the Company unless otherwise agreed in
writing by both parties.
7. INDEPENDENT CONTRACTOR. The parties intend that an independent
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contractor relationship is created by this Agreement and that Consultant is
being retained by the Company only for the purposes and to the extent set forth
herein. Consultant shall not be considered an agent or employee of the Company
for any purpose and shall not be eligible to participate or receive any type or
form of insurance or benefits provided by the Company to its employees.
Consultant is free to provide consulting and advisory services to others during
the term of this Agreement.
8. RESPONSIBILITY FOR TAXES. As an independent contractor, Consultant
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agrees that it is solely responsible for the payment of any taxes and
assessments imposed on account of the payment of compensation to Consultant
under this Agreement, including without limitation any unemployment insurance
tax, federal, state and foreign income taxes, federal Social Security (FICA)
payments, and state disability insurance taxes. Consultant agrees to indemnify
and hold the Company and its employees harmless from any and all liability,
penalties and judgments arising out of Consultant's failure to make any payment
of taxes required to be paid by Consultant under this Paragraph 8.
9. NO AUTHORITY TO BIND. Consultant is not by this Agreement granted any
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right or authority, express or implied, on behalf of or in the name of the
Company to bind the Company in any manner whatsoever unless specifically
requested by the Company. Similarly, Consultant shall not be liable for or be
deemed to have assumed any liability or obligation of the Company, and the
Company agrees to indemnify and hold Consultant and its employees harmless from
any and all liability, loss, damage, penalties and judgments arising out of the
Company's business and its operations.
10. MISCELLANEOUS.
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(A) NO ASSIGNMENT. Neither party may assign this Agreement without
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the prior written consent of the other.
(B) COMPLETE AGREEMENT. This Agreement contains the entire agreement
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of the parties with respect to the subject matter hereof and supersedes all
previous oral and written agreements and all contemporaneous oral negotiations,
commitments, writings and understandings.
(C) GOVERNING LAW/JURISDICTION. This Agreement shall be governed by,
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and construed in accordance with, the internal laws of the State of California.
Each party consents to the jurisdiction and proper venue of the California State
Courts and the Federal Court for the Central District of California.
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(D) NO WARRANTY/LIMITATIONS. No warranty is made by Consultant as to the
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results of the Consulting Services to be provided hereunder and Consultant and
its employees shall have no liability as a result of such Consulting Services or
the Company's use thereof. In no event shall Consultant, together with its
employees, be liable for any amount under any circumstances greater than the
aggregate consulting fees actually paid to Consultant by the Company during the
term of this Agreement.
(E) MODIFICATIONS AND WAIVERS. No waiver or modification of this Agreement
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shall be binding unless it is in a writing signed by both parties hereto.
(F) SEVERABILITY. In the event any provision or provisions of this
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Agreement is or are to be held invalid, the remaining provisions of this
Agreement shall not be affected thereby.
(G) LEGAL FEES. If any legal action, arbitration or other proceeding is
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brought for the enforcement of this Agreement, or because of any alleged
dispute, breach or default in connection with this Agreement, the successful or
prevailing party shall be entitled to recover all of its costs incurred in such
action or proceeding, including without limitation its attorneys' fees and
disbursements, in addition to any other relief to which it may be entitled.
(H) CONSTRUCTION. The language of this Agreement shall be construed
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simply and according to its fair meaning, and shall not be construed for or
against any party hereto as a result of the source of its draftsmanship.
(I) NOTICES. All notices and other communications required or permitted
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under this Agreement shall be in writing, served personally on, or mailed by
certified or registered United States mail to, the party to be charged with
receipt hereof. Notices and other communications served by mail shall be deemed
given hereunder seventy-two (72) hours after deposit of such notice or
communication in the United States Post Office as certified or registered mail
with postage prepaid and duly addressed to the receiving party at the address
set below such party's signature hereon, or at such other address as such party
has designated in a written notice given as provided herein.
(J) EXHIBITS. The Exhibits to this Agreement are hereby incorporated into
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and are an integral part of this Agreement as though fully set forth herein.
X.X. XXXXXXXXX CONSULTING, INC. HELISYS, INC.
/s/ XXXXX X. XXXXXXXXX /s/ X. XXXXXX
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BY: XXXXX X. XXXXXXXXX BY: XXXXXXX XXXXXX
TITLE: PRESIDENT TITLE: PRESIDENT & CEO
ADDRESS: 0000 XXXXXXX XX SANTIAGO ADDRESS: 00000 XXXXXXX XXXXXX
XXXXXXX XXXXX, XXXXXXXXXX XXXXXXXX, XXXXXXXXXX 00000
92807
ATTN: XXXXX X. XXXXXXXXX, PH.D. ATTN: XXXXXXX XXXXXX
DESCRIPTION OF CONSULTING SERVICES
STATEMENT OF WORK
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Consultant's efforts and work shall be primarily focused on the following
tasks and subject areas:
- General Business matters
- Business and Financial planning
- Organizational planning
- Assist in recruiting key senior management
- Marketing planning, program development and implementation
- Product marketing
- Sales and distribution planning
LOCATION
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Unless otherwise directed by the Company, all Consulting Services will be
conducted and performed either at Consultant's offices or the Company's offices.
REPORTING
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Consultant shall report to the following Company officer:
Xx. Xxxxxxx Xxxxxx
President & CEO
EXHIBIT A
FEE SCHEDULE
SCHEDULE OF FEES
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Full-Day: $1,000.00
Per Hour: $150.00
TERMS
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Consultant shall prepare and submit invoices on a monthly basis setting
forth, in reasonable detail, the fees incurred. The Company agrees to pay such
amounts within ten days of receipt.
