EXHIBIT 10(b)(6)
March 29, 2002
Mr. X. Xxxx Xxxxxxx
XX Xxxxxxx Inc.
0000 Xxxx Xxxxx Xxxx
Xxxxxxx, XX 00000-0000
Dear Xx. Xxxxxxx:
This will constitute and confirm our agreement that X. Xxxx Xxxxxxx will
act as a consultant (hereinafter "Consultant") for TII Network Technologies,
Inc. (hereinafter referred to as "TII").
1. Consultant is retained by TII to assist XXX in establishing a
comprehensive, long term strategic plan for the company and to continue to
monitor and enhance our Sales Operating Plan.
2. For the services to be rendered by Consultant hereunder, XXX agrees to pay
and the Consultant accepts as full and complete compensation therefor at
the rate of Ten Thousand Dollars ($10,000.00) per quarter, for the time
spent by the Consultant for the services to be rendered by Consultant
hereunder.
3. All expenses associated with services rendered by the Consultant hereunder
will be pre-approved by XXX. Consultant will render invoices for all such
expenses necessarily incurred by the consultant in the performance of said
services monthly. Vouchers for expenses are to be accompanied by stubs,
airplane tickets, and accounts in reasonable detail. XXX agrees to
reimburse all such costs promptly upon receipt of invoice covering same.
4. Consultant does hereby sell, assign, transfer and set over to TII all of
Consultant's right, title and interest in and to any result and inventions
conceived or developed hereunder.
5. The Consultant shall for all purposes hereunder be deemed an independent
contractor and not an employee of TII. Consultant is responsible for the
payment of all applicable taxes.
6. There are no other agreements or understandings, oral or written, between
the Consultant and TII regarding the subject matter of this Agreement or
any part thereof, with the exception of the NonDisclosure Agreement dated
December 4, 2000, attached hereto as Attachment A, and this Agreement may
only be changed in writing signed by both the parties hereto.
Mr. X. Xxxx Xxxxxxx March 29, 2002
XX Xxxxxxx Inc. Page 2
7. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
8. The term of this Agreement shall commence April 1, 2002 and terminate March
31, 2003. This Agreement may be extended, in writing, for an additional
period, if both parties agree it is mutually beneficial to do so.
9. This Agreement can be canceled by either party with written notice 30 days
prior to the end of each quarter during the term of this Agreement.
This Agreement supersedes all previous agreements made between the
Consultant and TII.
If the foregoing is in accordance with your understanding of the Agreement
between us, will you kindly signify same by signing this Agreement in the space
hereinbelow provided.
Very truly yours
TII NETWORK TECHNOLOGIES, INC.
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
President & CEO
Agreed and Accepted
X. Xxxx Xxxxxxx, XX Xxxxxxx Inc.
/s/ X. Xxxx Xxxxxxx
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Fed. Tax ID ####-##-####
Attachments: Attachment A
ATTACHMENT A
NONDISCLOSURE AGREEMENT
THIS AGREEMENT is made on December 4, 2000 by and between TII Industries,
Inc. ("TII") and X. Xxxx Xxxxxxx ("Receiving Party") .
1. PURPOSE. The parties hereto wish to carry on discussions during the
course of which TII may disclose certain Confidential Information to the
Receiving Party (the "Discussions") . For and in consideration of those
discussions and the covenants and promises contained herein, the parties hereby
agree to the terms and conditions hereinafter expressed.
2. DEFINITION. "Confidential Information" shall mean any and all
information, formula, technology, technical data, or know-how, including, but
not limited to, that which relates to, or processes, research, products,
services, customers, markets, software, developments, inventions, processes,
designs, lab reports, research data, drawings, engineering, marketing, corporate
business, or finances, which TII may disclose to the Receiving Party, whether
orally or in writing, directly or indirectly, and which relates to, arises from
or involves the body of knowledge relating to the intended purpose of the
parties herein. Receiving Party agrees that the existence of both this
Nondisclosure Agreement itself and any evaluations of TII product which may
result therefrom shall be included within the information kept confidential.
3. CONFIDENTIAL INFORMATION DOES NOT INCLUDE INFORMATION WHICH:
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1) Is rightfully in the possession of the Receiving Party at the time
of disclosure and the Receiving Party informs TII in writing within 15 days of
the time of disclosure.
2) Prior to disclosure is, or after disclosure becomes, but not a
result of any inaction or action of the Receiving Party, part of the public
knowledge or literature.
3) Is approved for public release by TII.
4) Is disclosed to the Receiving Party by a third party who is und er
no obligation to TII to maintain such information in confidence.
4. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. The Receiving Party agrees
that it shall keep any and all Confidential Information strictly confidential
and shall not disclose it, directly or indirectly, to any third party under any
circumstances without the express written consent of an officer of TII. The
Receiving Party shall not disclose the Confidential Information to its
employees, except those who are required to have such information in order to
further the purpose of the parties intended herein.
5. RETURN OF MATERIALS . Any materials or documents, accompanied by all
copies or reproductions of such materials or documentation, which have been
furnished to the Receiving Party will be returned immediately upon, and in no
case later than five (5) business days after delivery by TII in writing, of
notice of the conclusion of the Discussions.
6. PATENT OR COPYRIGHT INFRINGEMENT . Neither this Agreement nor the
disclosure by TII hereunder of any Confidential Information to Receiving Party
shall be deemed by implication or otherwise to grant, convey, assign, or vest in
any way in or to the Receiving Party any right in any property or in any
copyrights or patents, nor shall this Agreement grant the Receiving Party any
rights in or to the Confidential Information, except the limited right to review
such Confidential Information solely for the purpose of furthering the purpose
of the parties intended herein.
7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and for the
benefit of the undersigned parties, their successors, and assigns, provided that
Confidential Information may not be assigned without written consent of TII.
Failure to enforce any provision of this Agreement shall not constitute a waiver
of any obligations hereof.
8. ARBITRATION. Any controversy or claim arising out of or relating to this
agreement or any breach thereof or performance thereunder shall be settled by
binding arbitration in New York, pursuant to the Commercial arbitration rules
then in effect of the American Arbitration Association ("AAA") . The
arbitrator's(s') award shall be final and binding, and judgment upon the award
rendered by the arbitrator(s) may be entered in any court having jurisdiction
thereof. Each party shall bear its own legal and other costs related to the
arbitration, except that the arbitrator(s) shall determine who shall bear the
cost of the AAA and the arbitrator(s) .
9. GOVERNING LAW AND JURISDICTION . This Agreement shall be governed by and
construed under the laws of the State of New York.
TII INDUSTRIES, INC. XX XXXXXXX INC.
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By:/s/ Xxxxxx X. Xxxxxxxxxx By: /s/ X. Xxxxx Xxxxxxx
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NAME: Xxxxxx X. Xxxxxxxxxx NAME: X. Xxxx Xxxxxxx
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TITLE: Executive Vice President & COO TITLE: President
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