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Exhibit 10(c)
February 25, 1997
Xxxxxx X. Xxxxx
0000 Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxx 00000
Dear Xxxxx:
This letter agreement confirms our understanding relating to the
engagement by TRW Inc. ("TRW") of Xxxxxx X. Xxxxx ("Consultant") as a consultant
to TRW to provide the services described in paragraph 1 below. The terms and
conditions that follow constitute the entire agreement between TRW and
Consultant and shall not be modified in any way except by a written document
executed by both parties.
1. Term and Termination
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If Consultant retires from TRW on or after March 1, 1999, this letter
agreement shall commence on such date and will continue for a period of two
years.
2. Statement of Work
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Consultant shall perform work on special projects as assigned by the
Executive Vice President and General Counsel at such time(s) and place(s) as
mutually agreed upon; said work not to exceed ten percent of Consultant's time
on a yearly basis.
3. Compensation
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As sole compensation for Consultant's services hereunder, TRW shall pay
Consultant an annual fee of One Hundred Thousand Dollars ($100,000.00) per year.
In addition, TRW shall reimburse Consultant for all reasonable travel,
long-distance telephone and other out-of-pocket expenses incurred by Consultant
in performing work hereunder upon receipt of Consultant's correct invoices
therefor. All costs must be substantiated by receipts or other written
verification. Any unusual or significant expenses must be approved in advance by
the Chairman and Chief Executive Officer.
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February 25, 1997
Page 2
4. Confidential Information
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The term "TRW Confidential Information" refers to all data, reports,
drawings, tapes, formulas, interpretations, forecasts, business plans and
analyses, records, trade secrets, customer lists, documents, proposals,
information regarding products, pricing, terms of sale, processes, research and
development, apparatus and application methods and all other information
reflecting upon or concerning TRW that are not openly communicated or made
accessible by TRW to third parties and that Consultant obtains from TRW, its
employees, subsidiaries and affiliates, or that Consultant otherwise acquires
while engaged hereunder, including information of a third party as to which TRW
has a nondisclosure obligation. Additionally, TRW Confidential Information shall
include any and all reports to TRW made by Consultant hereunder or the contents
thereof. In view of the sensitive information to which Consultant may have
access during its engagement hereunder, any information reflecting upon or
concerning TRW and known, communicated or accessible to Consultant shall also be
deemed to be TRW Confidential Information unless such information has been
published by TRW in publicly available documents.
Consultant:
(a) agrees that TRW Confidential Information is the sole property
of TRW and that such TRW Confidential Information shall be
used only in providing consulting services hereunder for TRW;
(b) shall hold the TRW Confidential Information in confidence and
not disclose it in any manner whatsoever, in whole or in part,
to any person except to employees of TRW, or to employees of
Consultant who need to know in order to perform their duties
and who agree in writing to use the TRW Confidential
Information only to assist Consultant in performance of
Consultant's duties hereunder;
(c) shall take or cause to be taken all reasonable precautions to
prevent the disclosure or communication of TRW Confidential
Information to third parties;
(d) agrees that each reproduction, duplication, or copy of any
portion of TRW Confidential Information shall be deemed TRW
Confidential Information for all purposes hereunder; and
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February 25, 1997
Page 3
(e) shall, upon expiration or termination of this letter
agreement, discontinue all use of TRW Confidential Information
and return all documents containing TRW Confidential
Information to TRW.
5. Inventions
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Consultant shall disclose promptly to TRW all technical innovations
that were or are conceived or first reduced to practice by Consultant, whether
solely or jointly with others, in the course of performing work hereunder or as
a result of knowledge acquired while performing services hereunder. For purposes
of this letter agreement, the term "technical innovation" includes, but is not
limited to, any idea, invention, discovery, improvement, any new and useful art,
method, process, use, apparatus, composition of matter, design, computer
program, algorithm, programmable process, process of which any computer program
constitutes a part, or configuration of any kind, whether patentable or not.
Consultant agrees that all technical innovations shall be the sole property of
TRW. During or subsequent to the term of this letter agreement, Consultant
agrees without further consideration promptly to execute and deliver to TRW all
documents and take such other action as may be reasonably required by TRW to
assist TRW in obtaining patents in the United States and foreign countries for
the technical innovations and to vest title thereto in TRW and/or the
successors, assigns or designees of TRW. At TRW's request and expense,
Consultant shall cooperate with TRW and do all things reasonably and lawfully
appropriate to assist TRW, or its successors, assigns and nominees, to obtain
and enforce patents relating to such technical innovations.
6. Copyrights
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Neither Consultant nor any of Consultant's employees or independent
contractors shall knowingly incorporate in any work prepared hereunder any
copyrighted or proprietary material of TRW or any other person. Further, any
work of authorship created hereunder shall constitute a "work made for hire,"
when so defined by the Copyright Act, and as to any work not so defined,
Consultant hereby transfers to TRW any and all right, title and interest
Consultant may have in and to the copyright in such work for the entire term of
the copyright. No rights are reserved to Consultant in any work prepared
hereunder.
Initialed ___
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February 25, 1997
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7. License
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Consultant hereby grants to TRW a fully paid-up, nonexclusive and
perpetual right and license to use any and all of Consultant's know-how and
trade secrets that are necessary to the implementation of work by TRW pursuant
to the reports and recommendations made by Consultant.
8. Security
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TRW shall advise Consultant which information or items provided to
Consultant constitute classified material, and Consultant shall comply with all
security requirements imposed by TRW. If it becomes necessary for Consultant to
store classified material at Consultant's place of work, other than TRW
premises, a facility clearance shall be required. In that event, Consultant
shall enter into a security agreement with the applicable Government agency and
maintain a system of security controls in accordance with such security
agreement. All such classified material shall be promptly returned to TRW on
request or upon termination of the security agreement or this Agreement,
whichever first occurs.
9. No Conflict
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Except with the prior written approval of TRW after full disclosure of
all relevant facts, Consultant shall refrain from accepting work, engagements or
appointments from any third party that could conflict with, or impede an
unbiased performance of, Consultant's work hereunder or the protection of TRW
Confidential Information.
10. Compliance
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Consultant warrants that Consultant has the right to enter into this
letter agreement and that performance of the work specified herein shall not
cause Consultant to be in violation of any federal, state or local law or
regulation, or any contractual agreement entered into by Consultant. Consultant
shall comply with TRW's policies, directives and standards, including, without
limitation, TRW's Code of
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February 25, 1997
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Conduct (a copy of which Consultant acknowledges having received), and with all
applicable federal, state and local laws and regulations.
11. Force Majeure
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Neither party shall incur liability to the other party on account of
any loss or damage resulting from any delay or failure to perform any part of
their obligations hereunder where such delay or failure was caused in whole or
in part by events, occurrences, or causes beyond the reasonable control of such
party.
12. Independent Contractor
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Consultant agrees that in its performance of this letter agreement,
Consultant shall act as an independent contractor, and not as an employee of
TRW, and all of Consultant's agents and employees shall be subject solely to the
control, supervision and authority of Consultant. Consultant understands and
agrees that TRW will not cover Consultant or Consultant's employees or agents
with workers' compensation, unemployment insurance, state disability insurance,
public liability insurance or other benefits that may be available to employees
of TRW. Consultant shall refrain from any representation that Consultant is an
employee, agent or legal representative of TRW, or from incurring liabilities or
obligations of any kind in the name, or on behalf, of TRW.
It is agreed that (a) Consultant shall be responsible for Social
Security taxes, if any, which may be applicable and for any other applicable
fees or taxes (federal, state or local) which may be required or levied upon any
payment made to or on behalf of Consultant hereunder; and (b) Consultant and
Consultant's employees, agents, heirs, successors and assigns shall not be
entitled, by virtue of any work done under this letter agreement, to any
benefits under any medical or travel accident insurance, pension, sick leave,
life insurance, vacation, or disability, or other employees' benefit plan or
plans maintained by TRW for its employees.
13. Publicity
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Except as TRW grants prior written approval, Consultant shall not
publicize the work performed under this letter agreement.
Initialed ___
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February 25, 1997
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14. Assignment
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This letter agreement shall not be assignable by Consultant without the
prior written consent of TRW. TRW may assign all or parts of its rights or
delegate all or parts of its duties under this letter agreement upon giving
written notice to Consultant.
15. Entire Agreement
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With the sole exception of the severance agreement between Xxxxxx X.
Xxxxx dated February 25, 1997, and the reference therein to the instant
Consulting Agreement, this letter agreement sets forth the entire understanding
between the parties relating to consulting services to be performed by Xxxxx
between March 1, 1999 and March 1, 2001, and merges all prior discussions
between them regarding such subject. Neither TRW nor Consultant shall be bound
by any condition, warranty, or representation other than as expressly stated
herein or as subsequently set forth in writing signed by the parties.
16. Indemnification and Limitation of Liability
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Consultant shall indemnify TRW in respect of and hold TRW harmless from
and against (i) all expenses, claims, losses, damages and liability, however
caused, arising from any acts or omissions of Consultant in the course of
performing work under this letter agreement or the acts or omissions of
Consultant's employees, agents, subcontractors, suppliers or other third parties
utilized in connection with Consultant's performance; and (ii) any and all
claims by third parties that Consultant misrepresented its authority or made any
unfactual or other commitment not specifically authorized under this letter
agreement.
TRW's sole financial obligation under this letter agreement shall be
the payment of compensation as provided for herein. In no event shall TRW be
liable to Consultant for any loss of profits or incidental, indirect or
consequential damages, however caused, whether by TRW's sole or concurrent
negligence or otherwise.
Initialed ___
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February 25, 1997
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17. Survival
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The parties' obligations contained in paragraphs 4, 5, 6, 7, 12, 16 and
18 shall be permanent and survive the termination of this letter agreement.
18. Governing Laws
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All questions concerning the validity and operation of this letter
agreement and the performance of the obligations imposed upon the parties
hereunder shall be governed by the substantive laws of the State of Ohio,
applicable to agreements made and to be performed wholly within such
jurisdiction.
If you agree with the terms of this letter agreement, please sign and
date the enclosed copy, initial each page and return the signed copy to me.
Sincerely,
TRW Inc.
By /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Executive Vice President
ACCEPTED AND AGREED TO
this 3rd day of March , 1997
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/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Initialed ____
