10.4 Xxxxxxx Xxxxxxx consulting agreement
CONSULTING AGREEMENT
This Agreement ("Agreement") is entered into this 5th day of June, 2001 by and
between xxxxxxxx.xxx, a New Jersey corporation with offices at 0000 Xxxxx 000,
Xxxxxxxxxxx, XX 00000 ("Corporation"), and Xxxxxxx Xxxxxxx whose address is
Villa St. Xxxx, 000 Xxxxxxx Xxxx, Xxxx Xxxxxx, Xxxxxxx 00000 ("Consultant").
In consideration of the mutual promises of the parties and other good and
valuable consideration, the parties hereby agree:
Section 1. Engagement. During the term of this Agreement, the Corporation
agrees to engage the Consultant to perform, and Consultant agrees to serve the
Corporation by providing, the services more fully described on Schedule A,
attached hereto. The Consultant shall be available for work at reasonable
times and for reasonable periods of time to perform such services at the
location or locations designated by the Corporation in STROUDSBURG, PA. The
Consultant shall report to the Chief Executive Officer, Xxxxxx X. Xxxxxx, at
the Corporation.
Section 2. Term. This Agreement shall commence on 5th June,2001 and shall
terminate on 5th June, 2002, unless earlier terminated as described herein.
Section 3. Compensation. The Corporation shall pay the Consultant for the
services described herein in accordance with the provisions set forth in
Schedule B, attached hereto.
Section 4. Independent Contractor. The parties intend that the relationship
between them created under this Agreement is that of an independent contractor
only. The Consultant is not to be considered an agent or employee of the
Corporation for any purpose, and the Corporation is interested only in the
results obtained under this Agreement. The manner and means of performing the
services are subject to the Consultant's sole control.
Consultant shall be responsible for all state, federal, and local taxes,
including estimated taxes, social security, disability insurance, if any, and
any other similar form of payments, as well as all employment reporting, for
the Consultant and any of the Consultant's employees or agents.
Section 5. Proprietary Rights. The Consultant agrees that all Work Product
created solely or jointly by the Consultant, the Consultant's employees,
associates, or subcontractors, arising from work performed hereunder, or
previously conceived in anticipation of consulting work to be performed in
regard to the Corporation's engagement of the Consultant, shall be deemed
"work made for hire." The Consultant shall cause all of the Consultant's
employees, associates, or subcontractors assisting in creating the Work
Product to execute a similar acknowledgement that the Work Product is a "work
made for hire." The Consultant and all of the Consultant's employees,
associates, or subcontractors assisting in creating the Work Product shall
execute all such assignments, oaths, declarations, and other documents as may
be prepared by the Corporation to effect the foregoing.
Contractor Initial /i/JD
"Work Product" shall mean all documentation, manuals, teaching materials,
creative works, know-how, and information created on behalf of the
Corporation, in whole or in part, by the Consultant and all of the
Consultant's employees, associates, or subcontractors assisting in creating
the Work Product within the scope of this Agreement, whether or not
copyrightable or otherwise protectable.
Consultant shall make prompt and full disclosure of such inventions to the
Corporation and, at the Corporation's expense, shall assist in every lawful
way in obtaining for the Corporation patents for any or all of such
inventions, in perfecting in the Corporation all right, title, and interest in
and to such inventions and copyrights, in protecting or enforcing the
Corporation's rights therein, and in prosecuting and defending appeals,
interferences, infringement suits, and controversies relating thereto. The
Consultant shall do all other things necessary to effectuate the foregoing,
including but not limited to executing and delivering assignments, oaths, and
disclaimers as needed.
Section 6. Confidentiality. In order to induce the Corporation to enter into
this Agreement, the Consultant hereby agrees that, except with the written
consent of the Corporation, the Consultant shall keep confidential and not
divulge to any person that is not affiliated with the Corporation, during the
term of this Agreement or any time thereafter, any of the Corporation's
confidential information and business secrets, including, without limitation,
confidential information and business secrets relating to such matters as the
Corporation's finances and operations, the materials, processes, and
procedures used in the Corporation's operations, the names of the
Corporation's customers and their requirements, and the names of the
Corporation's suppliers. All papers, books, and records of every description,
including, without limitation, computer software, programs, modules, source
codes, data, designs, and results, as well as all reproductions thereof,
relating to the business and affairs of the Corporation, or its customers,
whether or not prepared by the Consultant, shall be the sole and exclusive
property of the Corporation. Upon termination of this Agreement, or upon
request by the Corporation, the Consultant shall surrender all tangible
evidence of such information to the Corporation.
The obligations of secrecy shall continue throughout the duration of this
Agreement and for three (3) years thereafter.
Section 7. Records. the Consultant shall keep full and accurate records of
all consulting work performed under this Agreement. All records, sketches,
drawings, prints, computations, charts, reports, and other documentation made
in the course of the consulting work performed hereunder, or in anticipation
of the consulting work to be performed in regard to this Agreement, shall at
all times be and remain the sole property of the Corporation. The Consultant
shall turn over to the Corporation all copies of such documentation on request
by the Corporation.
Contractor Initial /i/JD
Section 8. Early Termination. This Agreement may be terminated by the
Corporation at its discretion: (i) upon the death of the Consultant, (ii) upon
the Consultant's physical or mental incapacity or disability for a period of
one (1) month, (iii) in the event that the Consultant is accused or convicted
of any misdemeanor or felony crime or commits an act of moral turpitude, (iv)
commits an act of fraud against the Corporation, (v) upon the disclosure of
unauthorized confidential information by the Consultant, (vi) in the event
that the Consultant fails to perform the services contemplated by this
Agreement with diligence or competence, or (vii) the Consultant materially
breaches this Agreement.
Section 9. Severability. The provisions of this Agreement shall be severable,
and if any part of any provision shall be held invalid or unenforceable or any
separate covenant contained in any provision shall be held to be unduly
restrictive and void by a final decision of any court or other tribunal of
competent jurisdiction, such part, covenant or provision shall be construed to
give it maximum lawful validity and the remaining provisions of this Agreement
shall nonetheless remain in full force and effect.
Section 10. Entire Agreement. This Agreement contains the entire agreement of
the parties relative to the subject matter hereof, superseding and terminating
all prior agreements or understandings, whether oral or written, between the
parties hereto relative to the subject matter hereof, and this Agreement may
not be extended, amended, modified or supplemented without the prior written
consent of the parties hereto.
Section 11. Waivers. Any waiver of the performances of the terms or
provisions of this Agreement shall be effective only if in writing and signed
by the party against whom such waiver is to be enforced. The failure of
either party to exercise any rights under this Agreement or to require the
performance of any term or provision of this Agreement, or the waiver by
either party of any breach of this Agreement, shall not prevent a subsequent
exercise or enforcement of such rights or be deemed a waiver of any subsequent
breach of the same or any other term or provision of this Agreement.
Section 12. Notices. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed given when personally
delivered or sent by certified mail, postage prepaid, return receipt
requested, to the respective addresses of the parties hereto as set forth
above or to such other address as either party may designate by notice to the
other party given as herein provided.
Section 13. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the Commonwealth of Pennsylvania,
without giving effect to the conflict of laws rules of such Commonwealth.
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IN WITNESS WHEREOF, the Corporation and the Consultant have executed this
Consulting Agreement as of the date first above written.
/s/Xxxxxxx Xxxxxxx /s/Xxxxxx X. Xxxxxx
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CONTRACTOR SIGNATURE CEO SIGNATURE xxxxxxxx.xxx
Schedule A
Consultant will provide business consultation services to the Company. The
scope of the consultation services will include, but not be limited to, advice
and direction on assessment of the quality and capabilities of existing
management.
Consultant will evaluate each individual of the executive group and make
suggestions and solutions when necessary on replacement of same.
Consultant will evaluate existing business systems and operating systems that
the Company employs and make suggestions and provide solutions for any of its
systems that consultant believes will not sustain the Company's contemplated
growth.
Consultant will assess and review the hardware and software capabilities of
the existing systems that the Company owns or has title to or rights to use.
Upon Consultant's assessment of same he will report his findings to the
Company with suggested changes and solutions.
Contractor Initial /i/JD
SCHEDULE 'B'
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CONTRACTOR'S NAME: Xxxxxxx Xxxxxxx
EFFECTIVE DATE: 6/5/01
ADDRESS: Villa St. Xxxx
000 Xxxxxxx Xxxx
Xxxx Xxxxxx, Xxxxxxx 00000
PHONE: 000-000-0000
DATE OF BIRTH:
COMMISSION:
In exchange for the services expressed in Schedule A, attached,
Consultant will be paid the flat rate of $1,000 per full day of services
rendered.
Consultant agrees to provide and Company agrees to accept a minimum of 10 days
per month. Said payment will be made on 15th day of the following month for
all services billed between the 1St and 30th of the previous month.
As a show of good faith, Consultant agrees to provide the first three
(3) months of service at zero cost to the Company.
In order to efficiently and thoroughly assess the needs of the
Company, both Consultant and Company agree that the Consultant
must spend a minimum of eight (8) days per month at the Corporate
Headquarters in Pennsylvania.
Company agrees to cover all travel and related expenses within reason
of Consultant. These travel reimbursements will be in addition to the
compensation outlined above.
Contractor Initial /i/JD
