Exhibit 10.13
[THIS AGREEMENT HAS BEEN TERMINATED.]
CONSULTING AGREEMENT
BETWEEN
AEROSONIC CORPORATION
AND
XXXXXX XXXXXXXX
AEROSONIC CORPORATION and Xxxxxx Xxxxxxxx desire to enter into a Consulting
Agreement on the terms and conditions herein contained:
Article 1
Identification and Definitions
The following definitions shall apply wherever their respective terms are used
in this Agreement, except where the context clearly requires otherwise.
1.01
Company
The term "Company" shall mean AEROSONIC CORPORATION, a Delaware Corporation.
1.02
Consultant
The term "Consultant" shall mean Xxxxxx Xxxxxxxx, an individual residing in
Pinellas County, Florida.
Article 2
Consulting
2.01
Consulting Contract
The Company hereby retains Consultant, and Consultant hereby accepts the duties
of a Consultant to the Company under the terms and upon the conditions provided
in this Agreement.
Article 3
Term
3.01
Primary Term
The Primary Term of this Agreement shall be for a period of one (1) year
commencing on December 4, 2002, and ending on December 4, 2003.
3.02
Termination
Irrespective of the Primary Term of this Agreement or any extension thereof,
this Agreement may be terminated at any time by Company with or without cause at
the sole discretion of Company. Notice of termination by Company shall be given
in writing to Consultant. In the event of termination of this Agreement, any
right of Consultant to earn benefits shall cease as of the date of such
termination,
Article 4
Compensation
Company agrees to pay Consultant at an hourly rate of $75.00 per hour for
services rendered. Services will be contracted and defined by individual
purchase orders. Each purchase order will be based on an estimate provided by
the Consultant prior to beginning any work. Estimate shall include brief
description of work and time for completion. Payment terms shall be payable upon
completion of project unless otherwise agreed and described in the purchase
order. Should on-site work be required facilities will be assigned for
consultant's use.
4.01
Trade Secrets
Consultant recognizes that the trade secrets of Company now in existence or to
come into existence during the life of this Agreement, including, but not
limited to, such methods of operation, programs, systems, proposals, customer
lists, distributor lists, and other financial or customer data, including, but
not limited to, confidential information of customers or clients of Company
transmitted to Company, and the protection of same, all are of great value to
Company, and their unauthorized usage or unauthorized disclosure would do
irreparable and immeasurable harm to Company. Consultant, therefore, agrees not
to make any usage or disclosure of any of the foregoing items without the
specific written consent of Company.
The phrase "Confidential Information" as used in this Agreement means
information disclosed to Consultant or known by Consultant as a consequence of
or through his consultation with Company not generally known in the industry or
business in which Company is, or may become engaged, about Company's services,
products, records,
technical knowledge, holdings, development, accounting, marketing, or selling
methods.
Article 4
4.02
Care and Ownership of Property
Consultant agrees to be responsible for all properties delivered to Consultant
by Company or acquired or developed by Consultant during the course of
consultation by Company. All drawings, plans, programs, systems, proposals,
invoices, customer lists, and other financial or customer data or material
provided to Company by an customer of Company, and all other papers and tangible
things are, and shall remain the exclusive property of Company, and none of the
same shall be copies or in any way reproduced or removed from the premises of
Company, except in the ordinary course of business of Company, and Consultant
agrees not to sell, lend, deliver, or otherwise exhibit or disclose any of the
foregoing or the contents, thereof, to anyone who is not an employee of Company,
except in the ordinary and authorized course of business of Company.
4.03
Default
In the event either party fails to comply with the provisions of this Agreement,
the other party may specifically enforce the agreements herein contained and may
pursue his remedies for damages at law. All remedies of the parties, including
those not set forth in this Agreement, but provided by law, shall be cumulative;
and the exercise of one or more of such remedies shall not exclude the exercise
of the other remedy.
4.04
Waiver
Any waiver by any party, expressed or implied, of any breach of any term,
covenant, or condition of this Agreement shall not be deemed a waiver of that
term, covenant, or condition for any subsequent breach of the same, or for any
breach of any other term, covenant or condition. Failure of the party to declare
any default upon the occurrence, thereof, or any delay by any party in taking
action with respect thereto shall not waive any such default.
4.05
Severability
It is further stipulated, understood, and agreed that in the event that any
covenant, condition or other portion of this Agreement be declared invalid by a
court of competent jurisdiction and not binding upon the parties hereto, such
declaration shall in no way affect the validity of the other and remaining
portions herein.
4.06
Applicable Law
This Agreement shall be governed and construed in accordance with the laws of
the State of Florida.
4.07
Notices
Any notices to Consultant or Company shall be deemed given if delivered
personally or mailed by certified mail (air mail, wherever appropriate),
addressed as set forth below, unless such party shall have given the other
written notice of another address:
If to Consultant: Xxxxxx Xxxxxxxx
If to Company: AEROSONIC CORPORATION
0000 Xxxxx Xxxxxxxx
Xxxxxxxxxx, XX 00000
4.08
Entire Agreement
This Agreement constitutes the entire agreement between the parties and shall
not be amended or modified, except by written agreement signed by both parties.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto this
the 4th day of December, 2002.
COMPANY:
AEROSONIC CORPORATION
BY /s/ Xxxx Xxxxxxx
---------------------------------
Xxxx Xxxxxxx
Executive Vice President
CONSULTANT:
/s/ Xxxxxx Xxxxxxxx
---------------------------------
Xxxxxx Xxxxxxxx
