Cover letter dated September 26, 1995, effective October 1, 1995
Kelly, Anderson, Pethick & Associates, Inc.
AGREEMENT FOR SERVICES
This agreement is made by and between Kelly, Anderson, Pethick &
Associates, Inc. (Kelly, Anderson, Pethick), 0000 00xx Xxxxxx,
XX; Xxxxx 000; Xxxxxxxxxx, XX 00000 and American Banknote
Corporation (Company), 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000.
Whereas the Company wishes to engage the services of the Kelly,
Anderson, Pethick as specified herein, and Kelly, Anderson,
Pethick is ready, willing and able to undertake the rendition of
such services;
Now, therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES
As requested by the Company, Kelly, Anderson, Pethick shall
furnish business development services, advice, consultation
and related services pertaining to the Executive and
Legislative branches of the U.S. Government - to include,
but not limited to, the U.S. Department of State,
Agriculture, Treasury, Defense, the U.S. Postal Service,
U.S. Congress and the Government Printing Office.
2. INDEPENDENT CONTRACTOR
Kelly, Anderson, Pethick shall operate as, and have the
status of, an independent contractor and shall not act as or
be an agent or employee of the Company. As an independent
contractor, Kelly, Anderson, Pethick will be solely
responsible for determining the means and methods of
performing the commensurate services with the standard of
care, skill, and diligence normally provided by professional
organizations performing services similar to those to be
performed hereunder.
Consultant shall not have authority to obligate the Company
to any agreement or to exercise any supervision or direction
over Company's employees.
3. AUTHORITY OF COMPANY PERSONNEL
Kelly, Anderson, Pethick's contacts within the Company shall
be Xxxxxx Weissmsn, Xxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx
Xxxxxx and Xxx Xxxxxx, who shall be responsible for
transmitting task orders, request for advice and
consultation from the company, and for providing and
coordinating provision of information to Kelly, Anderson,
Pethick when necessary to enable Kelly, Anderson, Pethick to
carry our responsibilities hereunder.
4. COMPENSATION
Company will retain the services of Kelly, Anderson, Pethick
on a monthly service fee of $5,000. Calculation of hours
expended per month will be based upon the rates provided
below.
TITLE RATE
Principal $175.00
Project Manager $150.00
Senior Associate level 1 $150.00
Senior Associate level 2 $125.00
Associate $100.00
Research/Administrative $ 75.00
Services or tasks which require Kelly, Anderson, Pethick to
expend more than the minimum monthly support during a
calendar month, will be billed and become payable at the end
of the month performed.
Company will reimburse Kelly, Anderson, Pethick for its
actual and reasonable out-of-pocket expenses incurred in
carrying out this agreement. These will include but not be
limited to such items as travel out of the Washington, DC
area which has been requested and approved in advance by
Company; local travel, long distance telephone calls;
meeting expenses; photocopying and printing of documents;
postage and messenger costs. Copy of receipt will be
provided for any expenses in excess of $50.00.
5. REPORTING AND INVOICING
Kelly, Anderson, Pethick will provide Company with an
invoice for the monthly or task services including: time
spent, tasks accomplished and actual expenses incurred.
Also, attached to the invoice, Kelly, Anderson, Pethick will
account for time expended and activities performed on behalf
of the Company. Payment of each invoice is due upon
receipt. A 1.5% monthly service charge will be incurred for
each invoice outstanding after thirty (30) days from invoice
date. Service charge will be calculated monthly until
payment is received.
6. CONFIDENTIALITY AND NON-DISCLOSURE OF INFORMATION
Consultant agrees that it will not divulge to third parties,
without the written consent of the Company any information
obtained from or through the Company, or developed or
obtained by consultant in connection with the performance of
its services under this Agreement unless (i) the information
is known to consultant prior to obtaining it from the
Company, (ii) the information is at the time of disclosure
by consultant, then in the public domain, or (iii) the
information is obtained by consultant from third party who
did not receive it directly or indirectly from the Company.
7. CONFLICT OF INTEREST
The parties understand and agree that the services of Kelly,
Anderson, Pethick are provided on a non-exclusive basis, and
that Kelly, Anderson, Pethick is retained by other Companies
for which Kelly, Anderson, Pethick provides similar
services. Kelly, Anderson, Pethick represents that there
currently exists no conflict of interest, real or apparent,
between work to be performed under this agreement and any
other work performed by Kelly, Anderson, Pethick for any
other government or private organization or Company. Kelly,
Anderson, Pethick agrees that it is obligated to inform the
Company in writing of any conflict of interest, real or
apparent, which exists now or in the future so long as the
terms of this agreement remain in effect.
8. INDEMNIFICATION
Kelly, Anderson, Pethick, its agents and employees, shall
comply with all applicable laws, rules and regulations with
respect to the representation of Company and shall perform
its obligations hereunder in good faith, care, diligence and
in a non-negligent manner. Company agrees to hold Kelly,
Anderson, Pethick harmless from any and all claims other
than those which may arise from a breach or default by
Kelly, Anderson, Pethick of this Paragraph 8.
9. MODIFICATION
This Agreement constitutes the complete agreement between
the parties, and all prior negotiations, both orally and
written, are integrated into the Agreement. The Agreement
shall only be changed, altered, modified, amended,
supplemented, or novated in writing and signed by both
parties. This Agreement supersedes any previous Agreements
between Company and Kelly, Anderson, Pethick.
10. GOVERNING LAW
Kelly, Anderson, Pethick will comply with all applicable
laws and regulations in the course of its activities on the
Company's behalf and will file periodic reports of these
activities including identification of all principals and
subagents. This contract shall be construed under the
governed by the laws of the District of Columbia.
11. TERM
This agreement shall commence on October 1, 1995. Either
party may terminate this Agreement upon thirty (30) days'
advance written notice to the other party. Upon receipt of
notice or notice given of termination, Kelly, Anderson,
Pethick shall cease all activities on Company's behalf,
render a final report of activities, fees and expenses; the
reasonable sum for which shall be paid within 30 days. This
Agreement will be terminated without further liability or
obligation on the part of the company should Kelly,
Anderson, Pethick breach any of the covenants of this
Agreement.
12. CONFIRMATION
a. Failure on the part of either party to insist on strict
compliance by the other with any provisions of this
Agreement shall not constitute a waiver of the other
party's obligations in respect thereof, or of the first
party's right hereunder to require strict compliance
therewith in the future.
b. This Agreement sets forth the entire understanding of
the parties as to the matters included herein, and can
be amended or extended only by written agreement signed
by both parties.
12. CONFIRMATION (cont'd.)
c. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective
successors and assigns, but this provision shall not be
construed as allowing Consultant to convey or assign
its rights or obligations hereunder without the prior
written consent of the Company.
d. The obligations set forth in this Agreement are
severable and divisible, and no clause or portion
thereof which is not enforceable shall cause the
remainder of such clause or other obligations contained
herein to be unenforceable.
IN WITNESS WHEREOF, this Agreement has been executed as of the
day, month and year above written.
For: For:
Kelly, Anderson, Pethick American Banknote Corporation
& Associates, Inc.
__________________________ ___________________________
Signature Signature
Xxxxx X. Xxxxxxxx Xxxxxx Xxxxxxxx
President Chairman & Chief Executive Officer
[Xxxxx]
