STANDARD CONSULTING AGREEMENT
EXHIBIT 10.20
STANDARD CONSULTING AGREEMENT
THIS AGREEMENT is executed and made effective as of February 1, 2004, between AeroVironment, Inc.
and subsidiaries, a California corporation, with offices at 000 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx
00000 (hereinafter referred to as “AV”) and General Xxxxxxx X. Xxxxxxx, USAF, Retired, with
offices at 000 Xxxxxxx Xxxxx, Xxxxxxxxx, XX 00000, Phone 000-000-0000, Fax 000-000-0000, (hereinafter referred to as “Consultant”).
WHEREAS, Consultant is engaged in providing engineering consulting services and investigating and
solving, to the best of consultant’s ability, specific problems presented; and
WHEREAS, AV desires to have the services of Consultant made available to it on the terms and
conditions hereinafter set forth;
NOW THEREFORE, in consideration of the premises and other good and valuable consideration, receipt
of which is hereby acknowledged by each party, the parties hereto agree as follows:
1. Consulting Services. During the period of this agreement, Consultant agrees to perform
services in a consulting capacity on a general basis and on the particular individual projects
assigned and accepted in accordance with the provisions hereof. Consultant agrees to provide such
services on a basis of hours to be determined by task .
2. Term. These services will be performed between February 1, 2004 and January 31, 2005.
This agreement may be extended for additional periods by mutual written agreement between the
parties.
3. Task Orders. AV shall submit any task, or alteration of any task, upon which it desires
the services of Consultant in the form of a written task order ( which may be in the form of a
purchase order or letter ) in sufficient detail to define the nature and extent of the work to be
performed by Consultant. Attachment A shall be that form.
4. Specified Cost. AV shall pay Consultant an amount not to exceed $150,000 at a rate of
$3,000 per day during the term of this Agreement. Until otherwise agreed, it is anticipated that
Consultant will devote 3 days per month to AV consulting. AV will pay Consultant a retainer of
$9,000/month in anticipation of this rate of service. AV shall have the right to specify, in the
task order, that the additional cost to AV, if any, of a requested task shall not exceed a stated
amount. When so specified in the task order, Consultant shall not perform services
exceeding the amount specified for the task. If it becomes apparent during the performance of the
task that the cost for completion of the task will exceed the amount limited in the tasks order,
Consultant shall advise AV as far in advance as possible so that consideration may be given to an
increase in the amount limited for said task. AV may then at its discretion do any of the
following:
(i) authorize the increase in amount limited to allow completion of the task, subject to
Consultant’s right to decline;
(ii) request continuation of the task up to the original amount limited, at which time Consultant
shall submit to AV any work or materials resulting from the unfinished task;
(iii) request immediate termination of the task, and cause Consultant to submit to AV any work or
materials resulting from the unfinished task;
5. Right to Decline. Consultant shall have the right to decline the acceptance of any task
requested by AV in the event that such task may come into conflict with other activity of
Consultant or for any other good and sufficient reason. In case, Consultant shall give AV notice
in writing that it declines to accept any task within five working days of receipt of said request.
6. Progress Reports. Consultant shall submit progress reports to AV, if requested, at
reasonable
intervals, not more frequently than monthly, and in such manner as shall be more specifically
provided for and defined in each task order request by XX.
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0. Xxxxxxxx and Payment. Consultant shall submit separate cost invoices monthly for each
task order and such invoices shall include a breakdown of the additional charges and expenses, if
any, incurred during the month. Invoices shall be due and payable within fifteen days after
receipt by AV. Unless otherwise agreed at the time individual task orders are accepted, all
payment shall be made in United States dollars.
8. Confidential Information. It is recognized that in performing services covered by this
Agreement Consultant’s officers, technical and other personnel, including Consultant’s
subcontractors, may acquire from AV or its clients confidential information and, more particularly
but not necessarily limited to, confidential information regarding the products, processes,
operations, and present and contemplated activities of AV or its clients. Consultant,
therefore, agrees to hold in confidence, for a minimum period of 7 calendar years, any and all
such information disclosed to it by AV, including technical information included in or on tracings,
drawings, field notes, calculations, specifications, legal, economic, business and engineering data
except the following.
(i) information which at the time of disclosure by AV or its clients to Consultant is in the
public domain;
(ii) information which, after its disclosure by AV or its clients to Consultant indirectly ,
becomes part of the public domain by publication or otherwise through no fault of Consultant, but
in such case only after it is published or otherwise becomes part of the public domain;
(iii) information which Consultant can show was in Consultant’s possession at the time of AV
or its client’s disclosure to Consultant and which was not acquired, directly or, from AV or its
clients; and
(iv) information which was received by Consultant before or after the time of disclosure from
a third party who did not require Consultant to hold such information in confidence and who, to the
best of Consultant’s knowledge and belief, did not acquire it directly or indirectly from AV or its
clients under an obligation to confidence.
Consultant agrees that it will not utilize confidential information covered by this nondisclosure
provision in development or expansion of Consultant’s technology, but Consultant shall be and
remain free to exploit its own independent developments free of any obligation whatsoever to AV or
its clients except as specifically set forth herein. Notwithstanding the provisions of Clause 2
hereof, the terms of this Confidentiality Agreement shall extend for a period of seven years from
the date this Agreement is completed or canceled.
9. Proprietary Rights. All materials prepared or developed by Consultant in the
performance and completion of task orders hereunder, including documents, calculations, maps,
sketches, notes, reports, data, models and samples, and any and all inventions and copyrightable
material contained therein, shall be and become the sole and exclusive property of AV, without
limitation, when made or prepared, whether or not delivered to AV or subject to Consultant’s right
of use thereof to perform the tasks under this Agreement. Such materials, together with any
materials furnished by AV to Consultant hereunder, shall be delivered to AV upon request, and in
any event upon completion or cancellation of this Agreement. Consultant agrees to execute all
documents and to take all steps requested by AV, at AV’s expense, which AV deems necessary or
desirable to complete and perfect AV’s ownership and property rights in said inventions and
copyrightable material. The parties hereby agree that materials that are considered copyrights of
the creator or under this agreement considered by the parties to be “works for hire” and the
copyright thereto resides in AV.
Consultant shall contribute the use of the intellectual property identified in Attachment B of this
Agreement to the project for the period of the involvement of Consultant in the project. No right
title or interest in the material described in Attachment B shall pass to AV or any other party by
this contribution of use.
10. Termination. By ten days prior written notice to the other, either AV or Consultant
may terminate this Agreement at any time. In the event of such termination, Consultant shall be
entitled to payment, under
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the provisions of this agreement, for all charges and expenses earned or
incurred with respect to all task orders in effect up to the time of the termination. Termination
for failure of the other party to perform shall not prejudice said party in any respect.
11. Assignment. Neither party may assign this Agreement or any part thereof without the
prior consent in writing of the other party, except that it may be assigned without such consent to
the successor of either party, or to a person, firm, or corporation acquiring all or substantially
all of the business and assets of such party. No assignment of this Agreement shall relieve the
assignor until this Agreement shall have been assumed by the assignee. When duly assigned in
accordance with the foregoing, this Agreement shall be binding upon and shall inure to the benefit
of the assignee.
12. Subcontract. Consultant may not subcontract any portion of any task order hereunder
without the prior written consent of AV.
13. Warranty. Consultant warrants that it shall perform such task orders as shall be
submitted and accepted the hereunder in accordance with recognized professional standards.
14. Indemnity. Consultant shall such hold harmless and indemnify AV from and against all
losses, damages, demands, claims, suits, and liabilities, including attorney fees and other
expenses of litigation, arising out of or related to services performed by Consultant, Consultant’s
agents, or employees, or subcontractors.
15. Independent Contractor. Nothing in this Agreement shall be deemed to constitute
Consultant or any of Consultant’s employees or agents to be the agent, representative or employee
of AV. Consultant shall be an independent contractor and shall have responsibility for and control
over the details and means of performing the Consulting Services and shall be subject to the
directions of AV only with respect to the scope and general results required. Consultant shall,
prior to the start of work under this agreement, provide AV with a full first, middle and
last name, a social security number and a current address for use in meeting legal requirements for
reporting all consulting agreements to the state of California and the Internal Revenue Service.
16. Integration. This Agreement contains the entire understanding between the parties, and
there are no understandings or representations not set forth or incorporated by reference herein.
No subsequent modifications of this Agreement shall be of any force or effect unless in writing and
signed by both parties hereto.
17. Facsimile Each Party shall be authorized to rely upon the signatures of all of the
Parties on this Agreement which are delivered by facsimile thereby constituting a duly authorized,
irrevocable, actual, current delivery of this Agreement with original ink signatures of each person
and entity.
18. Counterparts – This Agreement may be executed in multiple counterparts, each of which
will be deemed an original and all of which together will constitute a single agreement.
19. Preparation of This Agreement – The terms and provisions of this Agreement were
arrived at after arm’s length negotiations, and therefore, for the purposes of interpreting this
Agreement, each Party shall be deemed to have participated and cooperated equally in the drafting
and preparation of this Agreement. This Agreement shall not be interpreted against any Party in
favor of any other Party due to its drafting.
20. Compliance with Laws
Consultant warrants that it is familiar with the provisions of the US conflict of interest and
corrupt practices prohibitions and with similar laws and that the Consultant will not do or fail to
do anything which would cause the Consultant or the Company to be in violation of these or any
other laws or prohibitions. The Consultant agrees that the violation of the aforesaid warranty
automatically will give AV the right to
annul this Agreement effective on the date of issuing a written notice of such election to annul.
The warranties and agreements contained in this clause shall survive the termination of this
Agreement.
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In connection with any efforts of Consultant, it is expressly understood and agreed that nothing of
value will be paid to or received by or for the account of any official or employee of any
government or any state-owned enterprise, or to any bank account, company or entity in which any
such official or employee has an interest, or to any person acting on behalf of any such official
or employee. Consultant may, from time to time at the request of AV, be required to certify that it
has complied with the foregoing.
Company may suspend or terminate all work being performed as a result of Consultant’s efforts as
the result of any actual or apparent violation of the foregoing or for failure by Consultant to
promptly reaffirm, when requested, its compliance with this clause and any applicable laws,
regulations or prohibitions of any kind.
21. Conflict of Interest
Consultant warrants this Agreement does not at time of execution, nor shall it in the future,
conflict with any other agreement existing with Consultant as a party nor any agreement anticipated
to be entered into in the future by Consultant.
Representative agrees to hold harmless AV in regard to any government or private party claim of
such a conflict of interest.
Consultant shall timely and in advance of a conflict arising make any disclosure necessary to AV to
avoid the fact of or any impression that any such conflict exists or may soon exist.
22. Evidence Of Citizenship Or Immigrant Status
AeroVironment may be required to obtain information concerning citizenship or immigrant status of
Consultant, Consultant’s personnel or Consultant’s subcontractor personnel entering the premises of
AeroVironment. Seller agrees to furnish this information before commencement of work and at any
time thereafter when it is requested before substituting or adding new personnel to work on
AeroVironment’s premises. Information submitted by Consultant shall be certified by an authorized
representative of Consultant as being true and correct.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above
written.
| AEROVIRONMENT INC. | CONSULTANT | |
By: /s/ Xxxxxxx X. Xxxxxx
|
By: /s/ Xxxxxxx X. Xxxxxxx | |
Name: Xxxxxxx
X. Xxxxxx
|
Name: Xxxxxxx X. Xxxxxxx | |
Title: President
and CEO
|
Title: | |
Date: 2/1/04
|
Date: 2/1/04 | |
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STANDARD CONSULTING AGREEMENT
Consultant : General Xxxxxxx X. Xxxxxxx
ATTACHMENT A
TASK ORDER #
|
Project No. | ||||
A. Effort:
B. Task Manager: Xxx Xxxxxx
C. Target Performance Period:
February 1, 2004 – January 31, 2005
D. Rates:
| Authorized Days | Rate | Total Labor Cost | ||||
| 3 Days/Week | $3,000/Day | NTE $150,000 during term of agreement |
E. Expenses:
Maximum authorized expenses — As required and approved if significant.
Travel and/or miscellaneous expenses shall be reimbursed in accordance with current AV
standard travel procedures except business class travel is authorized; receipts shall
accompany invoices of $75 or more.
Reference shall be made to Project No. _________ shown above on all invoicing.
No labor or expense costs above those amounts shown here are to be incurred without the
prior written approval of the AV task manager.
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ATTACHMENT B
INTELLECTUAL PROPERTY
DECLARATION BY CONSULTANT
Consultant hereby contributes the intellectual property described below to the project that is the
subject of this agreement. Such contribution of use is limited to the restrictions of Section 9 of
this Agreement.
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Addendum to Consulting Agreement
This Addendum to the Consulting Agreement dated February 1, 2004 is to increase the number of days
of service from 3 to 5 per month at a rate of $3,000 per day effective July 2004. The monthly
retainer will increase from $9,000/month to $15,000/month in anticipation of this rate of service.
All other terms of the February 1, 2004 Agreement remain the same.
| AEROVIRONMENT INC. | CONSULTANT | |||
By: /s/ Xxxxxxx X. Xxxxxx |
By: /s/ Xxxxxxx X. Xxxxxxx | |||
Name: Xxxxxxx X. Xxxxxx |
Name: Xxxxxxx X. Xxxxxxx | |||
Title: President & CEO |
Title: | |||
Date: August 9, 2004 |
Date: 9 Aug. 2004 | |||
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