EXHIBIT 10.50
CONSULTING AGREEMENT
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Agreement made as of the First day of November, 1995 by and between XXXXXX
XXXXXX & COMPANY, a California corporation maintaining its principal offices at
0000 Xxxxxxx Xxxxx, Xxxxxx xxx Xxx, Xxxxxxxxxx 00000 (hereinafter referred to as
"Consultant") and MICROPOLIS CORPORATION, a Delaware corporation maintaining its
principal offices at 00000 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx 00000
(hereinafter referred to as "Micropolis").
WITNESSETH:
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WHEREAS, Micropolis manufactures high performance computer products and services
for sale to the open market; and
WHEREAS, Micropolis is desirous of obtaining business and financial advisory
services; and
WHEREAS, Consultant is engaged in the business of providing and rendering
business and financial advisory services, has knowledge, expertise and personnel
to render the requisite services to Micropolis.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained herein, it is agreed as follows:
1. Duties of Consultant. Consultant shall, at the request of Micropolis, upon
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reasonable notice provide such consulting services and advice pertaining to
Micropolis's business affairs as Micropolis may from time to time reasonably
request. Without limiting the generality of the foregoing, Consultant will
assist Micropolis in developing, studying and evaluating corporate restructuring
and repositioning proposals and assist in negotiations and discussions
pertaining thereto.
2. Compensation. For the services to be rendered and performed by Consultant
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during the term hereof, Micropolis shall pay to Consultant the sum of $100,000
payable on signing of this document. Micropolis shall also reimburse Consultant
for all reasonable and necessary out-of-pocket expenses incurred in the
performance of its duties for Micropolis upon presentation of statements setting
forth in reasonable detail the amount of such expenses. Consultant shall not
incur any expense for any single item in excess of $500.00 except upon the prior
approval of a representative of Micropolis.
3. Available Time. Consultant shall make available such time of its personnel
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as it, in its sole discretion, shall deem appropriate for the performance of its
obligations under this Agreement.
4. Relationship. Nothing herein shall constitute Consultant as an employee or
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agent of Micropolis, except to such extent as might hereinafter be agreed upon
for a particular purpose. Except as might hereinafter be expressly agreed,
Consultant shall not have the authority to obligate or commit Micropolis in any
manner whatsoever.
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5. Confidentiality of Micropolis Business Information. Consultant acknowledges
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that in the course of the performance of its duties and as a necessary incident
thereof, Micropolis may make available or impart to Consultant or Consultant's
agents or employees, certain financial and business information concerning the
business, affairs, plans and programs of Micropolis (the "Proprietary
Information"). Consultant acknowledges that the Proprietary Information would
not otherwise be made available to it but for its relationship to Micropolis and
that such Proprietary Information would not otherwise be publicly available or
obtainable. Consultant agrees that neither it nor its agents or employees or
agents will, during the term of this Agreement or at any time thereafter,
disclose or divulge or use, directly or indirectly, for its own benefit, any of
the Proprietary Information. Consultant further agrees that it will not use any
of the Proprietary Information in connection with the purchase or sale of any
securities of Micropolis. The provisions of this Paragraph 5 shall survive the
termination of this Agreement.
6. Indemnification by Micropolis as to Information Provided to Consultant.
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Micropolis acknowledges that Consultant, in the performance of its duties, will
be required to rely upon the accuracy and completeness of information supplied
to it by Micropolis's officers, directors, agents and/or employees. Micropolis
therefore agrees to indemnify, hold harmless and defend Consultant, its
officers, agents and/or employees from any proceeding or suit which arises out
of or is due to the inaccuracy or incompleteness of any material or information
supplied by Micropolis to Consultant.
7. Term and Termination. This agreement shall be for a one hundred and eighty
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day period commencing November 1, 1995 and terminating April 30, 1996.
8. Notices. Any notice to be given by either party to the other hereunder
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shall be sufficient if in writing and sent by registered or certified mail,
return receipt requested, addressed to such party at the address specified on
the first page of this Agreement or such other address as either party may have
given to the other in writing.
9. Entire Agreement. The within agreement contains the entire agreement and
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understanding between the parties and supersedes all prior negotiations,
agreements and discussions concerning the subject matter hereof.
10. Modification and Waiver. This Agreement may not be altered or modified
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except by writing signed by each of the respective parties hereof. No breach or
violation of this Agreement shall be waived except in writing executed by the
party granting such waiver.
11. Law To Govern. This Agreement has been negotiated and executed in the
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State of California and shall be governed by the laws of the State of
California.
12. Non-Assignment. This Agreement shall not be assigned by either party
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hereto except upon the prior written consent of the other.
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first written above.
XXXXXX XXXXXX & COMPANY
By /s/ XXXXXX X. STREET
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Xxxxxx X. Street
President
MICROPOLIS CORPORATION
By /s/ J. XXXXX XXXXX
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J. Xxxxx Xxxxx
President
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