Exhibit (10)(ii)
AA Letter Agreement dated March 23, 2001
Xx. Xxxxx Xxxxxxxxx
Chief Financial Officer
Safety-Kleen Corp.
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxx Xxxxxxxx 00000
March 23, 2001
Dear Xxxxx:
This letter confirms Xxxxxx Xxxxxxxx LLP's (Xxxxxxxx) arrangements to provide
certain Personnel to Safety-Kleen Corp to assist your accounting staff
accumulate and analyze various information in connection with the completion of
the quarterly and annual financial statements for 2001.
The Personnel shall report directly and exclusively to Safety-Kleen, and
Safety-Kleen shall be solely responsible for reviewing and approving any and all
work performed by the Personnel. The Personnel shall observe Safety-Kleen's
reasonable policies regarding working conditions and business hours, to the
extent such policies are made known to the Personnel; provided that Xxxxxxxx'x
sole responsibility for the refusal of any Personnel to observe such policies
shall be to furnish Safety-Kleen with replacement Personnel who will observe
such policies.
The Personnel will provide Services at various dates and for various periods
through December 31, 2001 as determined by you, providing the requested
individuals are available. If, for any reason, any Personnel is unable to
complete the service period, or if his (her) performance does not meet your
expectations, we will endeavor to provide a suitable replacement who will be
subject to your approval. If we are unable to identify a replacement acceptable
to Safety-Kleen, the service period will be deemed to have automatically ended
with respect to that individual.
Safety-Kleen shall pay Xxxxxxxx for the Services at the rates included in the
September 2000 retention order issued by the Bankruptcy Court. The payment
schedule will also be as ordered by the Court.
In addition, Safety-Kleen shall reimburse Xxxxxxxx for all out-of-pocket
expenses incurred by Xxxxxxxx or any Personnel in connection with providing the
Services in accordance with Xxxxxxxx'x standard expense policies.
Xx. Xxxxx Xxxxxxxxx
March 23, 2001
Page 2 of 3
In addition to the other responsibilities set forth in this agreement,
Safety-Kleen shall supply on-site Personnel with suitable office space, desks,
storage, furniture and other normal office equipment support, including computer
terminals, telephone service, postage, copying, typing, secretarial services and
general office supplies which may be necessary in connection with Personnel's
performance of the Services.
Employees of Xxxxxxxx who perform Services hereunder shall remain the employees
of Xxxxxxxx. Xxxxxxxx shall be responsible for the tax withholdings, payment of
salaries, unemployment insurance, workers' disability and compensation, social
security contributions and employee benefits such as vacation, sick pay,
insurance, pension and profit-sharing benefits of such Xxxxxxxx employees. In
connection with this agreement, each party is an independent contractor and as
such will not have any authority to bind or commit the other. Nothing herein
shall be deemed or construed to create a joint venture, partnership or agency
relationship between the parties for any purpose.
Safety-Kleen shall also be responsible for providing the Personnel with access
to all individuals and tools reasonably necessary for the Personnel to perform
the Services. Furthermore, it shall be Safety-Kleen's responsibility to obtain
any and all consents from third parties required to permit and authorize such
access, and Safety-Kleen shall indemnify Xxxxxxxx against any claims arising out
of Safety-Kleen's failure to obtain any such consent.
The parties acknowledge that in the course of performance hereunder, the
Personnel may use products, materials or methodologies proprietary to Xxxxxxxx
or third parties. Notwithstanding anything contained herein to the contrary,
Safety-Kleen shall not have or obtain any rights in such proprietary products,
materials and methodologies of Xxxxxxxx or any third parities.
Safety-Kleen expressly acknowledges that AA shall have no liability whatsoever
for any damages, liability, costs or claims arising out of or in any way
relating to the Services or this agreement. In no event shall Xxxxxxxx be liable
for consequential, incidental or punitive loss, damage or expense or lost
profits even if advised of their possible existence. This provision shall
survive the termination of this agreement for any reason.
Either party may terminate this agreement for any reason upon thirty (30) days
prior written notice to the other party. In the event of such termination,
Safety-Kleen shall pay Xxxxxxxx for all Services rendered and expenses incurred
by Xxxxxxxx prior to the date of termination.
This agreement represents the entire agreement between you and us and supersedes
all other communications between the parties concerning Xxxxxxxx'x providing
personnel to Safety-Kleen to perform services.
Xx. Xxxxx Xxxxxxxxx
March 23, 2001
Page 3 okf 3
We are pleased to have this opportunity to provide personnel to you. Please
confirm your agreement with the above terms by signing a copy of this letter in
the space below and returning it in the enclosed self-addressed envelope.
Very truly yours,
XXXXXX XXXXXXXX LLP
By
Acknowledged and Agreed by:
Safety-Kleen Corp.
By Date
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