EXHIBIT 10.7
CONSULTANT'S AGREEMENT
AGREEMENT made this 5th day of August, 1986, between
MERCER MUTUAL INSURANCE COMPANY and MERCER INSURANCE COMPANY,
with offices at 00 Xxxxx Xxxxxxx 00, X.X. Xxx 000, Xxxxxxxxxx, XX
00000 (the"Companies") and XXXX X. XXXXXX, XX., residing at
Xxxxxxxxx Avenue, R.D. 2, Xxx 000, Xxxxxxxxxx, Xxx Xxxxxx 00000
("Consultant").
WITNESSETH:
WHEREAS, the Companies desire that Xxxx X. Xxxxxx, Xx.,
act as a consultant to the Companies; and
WHEREAS, Xxxx X. Xxxxxx, Xx. has agreed to become a
Consultant to the Companies;
NOW, THEREFORE, in consideration of the promises and
mutual covenants herein set forth and made and to be performed by
the parties hereto, it is covenanted and agreed as follows:
1. Term of Consultancy: The term of this Agreement
shall commence on April 1, 1987 and shall remain in full force
and effect unless and until terminated by the mutual consent of
both parties in writing.
2. Compensation: In consideration for entering into
this Agreement and for all services rendered and to be rendered
by the Consultant under the terms of this Agreement, the
Companies shall pay to the Consultant an annual sum of $6,000.00,
payable in equal monthly installments on the last day of each
calendar month. As additional consideration for entering into
this Agreement and for all services rendered to the Companies by
the Consultant during the term of this Agreement, the Companies,
upon the death of the Consultant, shall pay the Consultant's
wife, Xxxx X. Xxxxxx, the annual sum of $6,000.00, payable in
equal monthly installments on the last day of each calendar month
for the remainder of her life.
3. Duties: During the term of this Agreement the
Consultant shall undertake such duties and assignments as the
Companies and the Consultant deem appropriate.
4. Confidential Information: Consultant agrees that
any information received by Consultant in the course of his
duties and assignments hereunder will be treated by the
Consultant in full confidence and will not be revealed to any
other persons, firms or organizations.
5. Independent Contractor: Both the Companies and
the Consultant agree that the Consultant will act as an
independent contractor in the performance of his duties under
this Agreement. Accordingly, the Consultant shall be responsible
for payment of all taxes including Federal, State and Local taxes
arising out of the Consultant's activities in accordance with
this contract, including by way of illustration but not
limitation, Federal and State income tax, Social Security tax,
unemployment insurance taxes, and any other taxes or business
license fees as required.
6. Sale or Merger of the Companies: In the event of
any consolidation or merger of the Companies into or with another
firm or corporation, or the sale of all or substantially all of
the assets of the Companies to another firm or corporation, the
acquiring firm or corporation shall assume this Agreement and
become obligated to perform all of the terms and conditions
herein set forth to be performed on the part of the Companies,
and the Consultant's obligations hereunder shall continue in
favor of the acquiring firm or corporation.
7. Expenses: In the event that the Consultant incurs
out-of-pocket expenses in connection with the performance by him
of consulting service to the Companies, the Companies will
reimburse the Consultant for such expenses; provided such
expenses are reasonable.
8. Other Agreements: The Consultant and the
Companies expressly covenant that this Agreement does not
conflict with any other agreement or contract between them and
any other entity and that there are no restrictions, contractual
or otherwise, upon the ability of the Consultant and the
Companies, to fulfill the terms of this Agreement.
9. Notice: Any and all notices required or permitted
to be given under the terms of this Agreement shall be sufficient
if in writing and forwarded to the parties hereto at the
addresses set forth herein by prepaid certified mail, as follows:
If to the Companies - Mercer Mutual Insurance Company, 00 Xxxxx
Xxxxxxx 00, X.X. Xxx 000, Xxxxxxxxxx, XX 00000, and Mercer
Insurance Company, 00 Xxxxx Xxxxxxx 00, X.X. Xxx 000, Xxxxxxxxxx,
XX 00000; If to the Consultant - Xxxx X. Xxxxxx, Xx., Xxxxxxxxx
Avenue, R.D. 2, Xxx 000, Xxxxxxxxxx, Xxx Xxxxxx 00000.
10. Assignment and Successors In Interest: To the
extent that the obligations provided for herein require the
personal performance of the Consultant, the Consultant's rights,
interests and obligations as provided herein may not be assigned.
Except as otherwise provided in the immediately preceding
sentence of this section, all rights, privileges and obligations
of the parties hereto shall inure to the benefit of and be
binding upon the respective successors, assigns, heirs,
executors, administrators and estates.
11. Modification of Agreement: This Agreement
contains the entire agreement between the parties and supersedes
any and all other agreements, written or oral, express or
implied, pertaining to the subject matter hereof. It may not be
changed orally, but only by written instruments signed by the
party against whom enforcement of any waiver, change,
modification or discharge is sought.
12. Governing Law: This Agreement shall be construed
and governed in all respects in accordance with the laws of the
State of New Jersey.
ATTEST: MERCER MUTUAL INSURANCE COMPANY
Seal
/s/ Xxxxxx X. Xxxx By/s/ Xxxxxxx X. Xxx Xxx
, Secretary Chairman of the Board
ATTEST: XXXXXX INSURANCE COMPANY
Seal
Xxxxxx X. Xxxx By/s/ Xxxxxxx X. Xxx Xxx
, Secretary Chairman of the Board
WITNESSETH: XXXX X. XXXXXX, XX.
/s/ Xxxxxxx X. Xxxx /s/ Xxxx X. Xxxxxx, Xx.
Xxxxxxx X. Xxxx Xxxx X. Xxxxxx, Xx.
