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EXHIBIT 10.7
INDEPENDENT CONTRACTOR AGREEMENT
THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is made as of this 1st
day of December, 1999 by and between Xxxxxxx X. Xxxx ("Consultant"), and Saturn
Electronics & Engineering, Inc., a Michigan corporation ("Saturn").
A. Saturn desires to retain Consultant as an independent contractor
to assist Saturn in the matters described in this Agreement.
B. Consultant is willing to provide such services on the terms and
conditions stated in this Agreement.
Therefore, the parties agree as follows:
1. SERVICES. Consultant will provide services to Saturn in accordance with
this Agreement. A general description of the consulting services to be
performed by Consultant is set forth on Attachment 1 which is attached to
this Agreement and incorporated by reference. The services shall be
performed by Consultant in Orange County, California. Saturn will define
the specific type and scope of assignments and the priority of Consultant's
services, with Consultant reporting directly to Xxxx Xxxxx, Executive Vice
President of Saturn. Consultant will control all decisions on how
assignments are to be performed. Consultant shall not be restricted from
performing services for other businesses or individuals so long as those
services do not interfere with Consultant's obligations under this
Agreement.
2. TERM; PAYMENT; TERMINATION.
(a) Term. Unless sooner terminated in accordance with the terms of this
Agreement, the term of this Agreement will be three (3) months commencing
December 1, 1999 and ending February 28, 2000.
(b) Fee and Payment Terms. Saturn will pay to Consultant $13,000/month for
full-time services. Consultant will submit monthly invoices to Saturn which
shall detail the number of hours of services provided the previous month
and a description of the services performed during the previous month. In
the event Consultant satisfactorily performs the services required under
this Agreement, Saturn will pay all invoices upon receipt.
(c) Termination. Saturn may terminate this Agreement at any time without
liability if satisfactory progress toward completion of assignments is not
being made, or if Saturn is otherwise not satisfied with Consultant's
performance. Either Saturn or Consultant may terminate this Agreement at
any time for convenience by sending the other party ten (10) days prior
written notice of his or its desire to terminate. Upon termination or
expiration of this Agreement, Consultant will submit to Saturn all
requested reports (including all files and correspondence relating to
specific projects or assignments and the items described in Section 8(c)
below) and specific instructions describing unfinished activities which are
required to complete any unfinished assignments. Consultant shall submit a
final invoice to Saturn for all services actually performed prior to the
date of termination
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or expiration and Saturn shall pay such invoice in accordance with the
terms of this Agreement.
(d) Expenses. Consultant is an independent contractor and as such will be
responsible for all of Consultant's own expenses, including, but not
limited to, tools and equipment, rent, utilities, wages, salaries and
benefits of Consultant, license fees, insurance and supplies; provided,
however, that Saturn shall reimburse Consultant for reasonable expenses
incurred for travel, meal and business expenses upon delivery of acceptable
receipts in accordance with Saturn's policy on business expense
reimbursements. Saturn shall also reimburse Consultant for biweekly travel
expenses to and from Detroit, Michigan to Orange County, California.
3. INDEPENDENT CONTRACTOR RELATIONSHIP. Consultant will perform all services
under this Agreement as an independent contractor and not as an employee or
partner of Saturn, and nothing in this Agreement or otherwise shall be
deemed to create an employee/employer or agent/principal relationship.
Consultant shall not have any authority to act as Saturn's legal
representative or enter into any contract or make any representations or
warranties on behalf of Saturn. Consultant, as an independent contractor to
Saturn, is self-employed and is responsible for all taxes and other
governmental charges which are levied or assessed against any payment made
by Saturn to Consultant under this Agreement. Consultant acknowledges and
agrees that he/she is an independent contractor of Saturn and is not
entitled to any benefits provided by Saturn to its employees.
4. COMPLIANCE WITH LAWS. Consultant agrees to comply, at his own expense, with
all laws, regulations, ordinances, directives and rules imposed by Federal,
State and local governments or agencies, including, but not limited to,
wage and hour, overtime, discrimination, and health and safety in carrying
out its obligations under this Agreement.
5. INSURANCE. Consultant shall obtain and maintain such insurance coverages
as Saturn may time to time reasonably request. Consultant shall also
provide a certificate(s) of insurance or other documentation evidencing
Consultant's insurance coverages as required pursuant to this Section 5.
6. INDEMNIFICATION. Consultant agrees to indemnify, defend and hold Saturn
harmless from any and all liabilities, costs, expenses (including costs and
attorney's fees) and claims for damage or injury of any nature whatsoever,
whether known or unknown, which Saturn may incur, suffer, become liable
for, or which may be asserted or claimed against Saturn as a result of the
acts, errors or omission of Consultant, or breach of this Agreement by
Consultant. This indemnity obligation shall survive the termination or
expiration of this Agreement.
7. CONFIDENTIALITY.
(a) Use and Obligation of Confidence. In consideration of receiving Proprietary
Information (defined below) from Saturn, Consultant agrees that during the
term of this Agreement
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and for a period of five (5) years following termination of this Agreement,
Consultant shall:
(1) hold the Proprietary Information in confidence and not disclose it
to anyone (other than Saturn employees who have a need to know)
unless otherwise agreed in writing by Saturn; and
(2) use the Proprietary Information only in performing the services
requested pursuant to this Agreement and for no other purpose.
"Proprietary Information" means all information disclosed verbally,
visually or in writing to Consultant, or which Consultant develops in
performing services under this Agreement, relating to Saturn's and Saturn's
subsidiaries' businesses, costs, business records and plans, financial and
marketing data and strategies, equipment, software, components, devices,
products, processes, techniques, technology, ideas, know-how, customers and
suppliers.
(b) Exceptions. Notwithstanding subsection (a) above, this Agreement shall
impose no obligation upon Consultant with respect to any Proprietary
Information which (1) is now or subsequently becomes publicly known or
available by publication, commercial use or otherwise without breach of
this Agreement by Consultant; (2) is subsequently rightfully furnished to
Consultant by a third person without a restriction on disclosure; (3) was
already in the possession of Consultant prior to disclosure by Saturn; or
(4) is legally required to be disclosed.
(c) Delivery of Information. Upon the written request of Saturn, Consultant
shall promptly deliver to Saturn all written Proprietary Information
furnished by Saturn and all reports, memos, research, analysis and
summaries of work performed by Consultant under this Agreement, and
Consultant will not retain any notes, copies, extracts or other
reproductions thereof in whole or in part.
(d) Survival of Obligations. The confidentiality and nonuse obligations of this
Section 7 shall survive the termination or expiration of this Agreement.
(e) Property Rights. All software programs, documentation, know-how, processes,
designs, drawings, documentation, technology, ideas, concepts, techniques,
inventions, developments, improvements and all other information and
documentation ("Technology") developed by Consultant in carrying out the
services to be provided pursuant to this Agreement shall be delivered to
Saturn on completion or termination of this Agreement, and shall be the
sole property of Saturn. Consultant assigns to Saturn all of its right,
title and interest in all the Technology. Consultant agrees that all
services and work performed for Saturn by Consultant which is eligible for
copyright protection shall be a work made for hire for Saturn. Consultant
agrees to provide all assistance reasonably requested by Saturn in the
establishment, preservation and enforcement of Saturn's rights in the
Technology, including, but not limited to, executing documents.
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8. NONSOLICITATION. During the term of this Agreement and for twelve (12)
months after termination or expiration of this Agreement, Consultant will
not directly or indirectly solicit any of Saturn's employees for employment
without the prior written consent of Saturn.
9. GENERAL.
(a) Assignment, Consultant shall not assign his/her rights or duties hereunder,
or any interest herein, without the prior written consent of Saturn.
(b) Integration; Amendment. This Agreement constitutes the entire agreement
between the parties relating to the subject matter and no other agreement,
statement, promise or practice between the parties relating to the subject
matter shall be binding on the parties. This Agreement may be changed only
by a written amendment signed by both parties.
(c) Waiver. Failure by either party at any time to require performance by the
other party or to claim a breach of any provision of this Agreement will
not be construed as a waiver of any subsequent breach or effectiveness of
this Agreement, nor any part thereof, or prejudice either party as
regarding any subsequent action.
(d) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Michigan. Any claim or controversy
arising out of this Agreement shall be settled by binding arbitration in
accordance with the commercial arbitration rules of the American Bar
Association, the arbitration shall take place in the Detroit, Michigan
metropolitan area, and judgment upon any award rendered by the arbitrator
may be entered into any court having jurisdiction.
(e) Attorney's Fees. In the event that any action is brought by either party
as the result of a breach or a default of any provision of this Agreement,
the prevailing party of such action shall be awarded reasonable attorney's
fees and costs in addition to any other relief to which the party may be
entitled.
(f) Notices. All notices, requests, demands and other communications which are
required or may be given under this Agreement shall be in writing and
delivered to the recipients' address, or telecopier number hereinafter set
forth by any of the following methods: (i) personally delivered, (ii)
forwarded by overnight air express and receipted for by the recipient or an
agent of the recipient, (iii) sent by telephonic facsimile transmission,
with confirmatory copies (iv) or mailed by registered or certified United
States mail, postage prepaid and return receipt requested. Notice made in
accordance with this Section shall be deemed delivered on receipt of
delivery by hand or confirmed wire transmission; on the third business day
after mailing if mailed by registered or certified United States mail; and
on the next business day after mailing or deposit with an overnight courier
service if delivered by express or overnight courier. Any notices or other
communications required or permitted hereunder shall be addressed to the
following addresses (or to such other address of a party as shall have been
specified to the other parties to this Agreement by notice):
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Xxxxxxx X. Xxxx
000 Xxxxxxxx
Xxxxxxxxx Xxxxx, XX 00000
Fax No.
----------
Saturn Electronics & Engineering, Inc.
000 Xxx Xxxxxxxxx
Xxxxxx Xxxxx, XX 00000
Attn.: Xxx Xxxxx
FAX No.: (000) 000-0000
(g) Severabilily. Should any term or provision of this Agreement be held to be
invalid or unenforceable, the balance of this Agreement shall remain in
full force and effect and shall stand as if the unenforceable part did not
exist.
10. ETHICS POLICY. Consultant acknowledges receipt of Saturn's Legal and
Ethical Standards Policy and understands and agrees to abide by such policy
to the extent applicable to independent consultants.
IN WITNESS WHEREOF, Consultant and Saturn have executed this Agreement,
effective as of the date written above.
Consultant:
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
SATURN ELECTRONICS & ENGINEERING,
INC., a Michigan corporation
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, CFO
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ATTACHMENT I
DESCRIPTION OF SERVICES
Consultant shall provide all services consistent with the services provided by a
corporate controller, and all such other services as Saturn shall reasonably
request.
