Exhibit 10.7
AMENDED AND RESTATED SERVICES AGREEMENT
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This Amended and Restated Services Agreement (the "Agreement") dated as of
March __, 1999, amends and restates the Services Agreement dated as of November
11, 1997 (the "Original Agreement") between Xxxxxx Xxxxxx ("Xxxxxxxxx Xxxxxx"),
an individual residing in Santa Monica, California, and Linkage, Inc.
("Linkage"), a corporation organized under the laws of Massachusetts with its
principal place of business located at Xxx Xxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxxxxxx.
WHEREAS, Linkage desires that Xxxxxxxxx Xxxxxx serve as the "thought
leader" for Linkage's educational and consulting business concerning the subject
of leadership, and Xxxxxxxxx Xxxxxx desires to serve in that capacity;
NOW THEREFORE, in consideration of the terms and provisions contained
herein, and for good and fair consideration, the receipt and adequacy of which
is expressly acknowledged, Xxxxxxxxx Xxxxxx and Linkage do agree as follows:
1. Term. This Agreement shall commence on January 1, 1998 and shall
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remain in effect until December 31, 1999. The parties may extend or renew this
Agreement beyond this initial two-year term, but only if they mutually agree to
do so in writing.
2. Xxxxxxxxx Xxxxxx'x Services to Linkage. Pursuant to this Agreement,
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Xxxxxxxxx Xxxxxx shall provide Linkage with twenty (20) days of service per year
for each of the two years that this Agreement is in effect, i.e., forty (40)
days of service in total over the term of the Agreement. In providing this
service, Xxxxxxxxx Xxxxxx shall serve as Linkage's "thought leader" concerning
the subject of leadership, helping Linkage create and deliver an array of
products, programs, and services relating to leadership. Xxxxxxxxx Xxxxxx'
specific responsibilities in this role shall include the following:
a. Co-Chair of The Global Institute For Leadership Development.
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Xxxxxxxxx Xxxxxx shall serve as the co-chair of The Global Institute For
Leadership Development (the "Global Institute"), Linkage's division that offers
and presents high-end leadership programs, products, and services, by providing
overall guidance and support and attending (1) the Global Institute's annual
"Emerging Leader Program," to take place in Palm Desert, California from
December 6-11, 1998 and then a week in late 1999, as well; (2) the Global
Institute's annual program concerning the subject of "Leadership Teams", to take
place for a week in late 1998 (tentatively, September 9-11, 1998 in the Southern
California area) and then a week in 1999, as well; and (3) any other Global
Institute programs or products that may be developed and that may be appropriate
for Xxxxxxxxx Xxxxxx' involvement. With respect to each of the Global Institute
programs listed above, Xxxxxxxxx Xxxxxx shall participate in program development
and delivery by adding input to the program design, lining up various
CEO-type speakers, delivering keynotes, and serving as an on-site presence
(introducing speakers, providing guidance, etc.).
b. Conference Keynoter. In addition to delivering keynotes at
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Global Institute events as noted above, Xxxxxxxxx Xxxxxx shall deliver keynote
addresses at four Linkage conferences per year for each year that this Agreement
is in effect. For the first year of the Agreement (1/1/98-12/31/98), these four
conferences are as follows:
1. May 6-7, 1998 The Best of TEAMS '98 Chicago, IL
Conference
2. June 8-11, 0000 Xxx Xxxxxxxxxx Xxx Xxxxxxxxx, XX
Development Conference
3. October 6-7, 1998 The European Leadership Amsterdam
Development Conference
4. November 0-00, Xxx Xxxxx Xxxxxxxxxx Xxxx Xxxx
1998 (tentative) Development Conference
For the second year of the Agreement (1/1/99-12/31/99), Xxxxxxxxx Xxxxxx shall
deliver keynotes at four additional Linkage conferences, the specific events and
dates to be set by Linkage at a later date.
3. Compensation. In consideration of the 20 days of service per year
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that Xxxxxxxxx Xxxxxx shall provide Linkage (as outlined above), Linkage shall
compensate Xxxxxxxxx Xxxxxx as follows:
a. Fee for Services. Linkage shall pay Xxxxxxxxx Xxxxxx a sum of
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$250,000 per year (i.e., $500,000 over the term of this Agreement). Linkage
shall pay Xxxxxxxxx Xxxxxx this sum in 24 monthly installments of twenty
thousand eight hundred thirty three dollars and thirty three cents ($20,833.33),
with the first installment being due on or about February 1, 1998 and the final
installment being due on or about January 1, 2000.
b. Incentive Payments for Program/Product Ideas. Linkage shall
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provide Xxxxxxxxx Xxxxxx with certain incentive and bonus payments for any new
leadership-related ideas that he creates and develops that can be converted into
a Linkage program, product, or service. These ideas may be in the form of a new
leadership program, a new leadership tool, or some other leadership-based
program or product. Because it is unclear what form these products or programs
may take, Linkage shall set the specific incentives for creating and developing
each on a mutually agreeable, case-by-case basis at the front end of the
project.
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4. Expenses. Linkage shall reimburse Xxxxxxxxx Xxxxxx for all of the
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actual and reasonable travel expenses that he incurs with respect to the various
Linkage leadership programs and conferences in which he participates pursuant to
this Agreement. Linkage shall reimburse Xxxxxxxxx Xxxxxx for such actual and
reasonable expenses within thirty (30) days of the delivery of the xxxx
therefor. Linkage shall use its best efforts to try to minimize the amount that
Xxxxxxxxx Xxxxxx has to travel beyond his various on-site obligations.
5. Optional Consulting. Linkage may approach Xxxxxxxxx Xxxxxx from time
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to time with additional consulting and client work concerning leadership.
Xxxxxxxxx Xxxxxx shall perform this consulting work only if it is acceptable and
convenient for him. If accepted, the parties agree that this additional client
work shall not count as part of his 20 days of services to Linkage per year (see
paragraph 2 above), nor will it be compensated by Linkage as part of the payment
schedule set forth above in paragraph 3. Instead, if any of this work arises
(and is accepted by Xxxxxxxxx Xxxxxx), Linkage shall pay Xxxxxxxxx Xxxxxx at the
rate of $10,000 per day.
6. Termination. Either party may terminate this Agreement in whole or in
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part at any time by written notice to the other, but only for cause; such notice
is effective upon receipt.
7. Proprietary Rights and Nondisclosure. Xxxxxxxxx Xxxxxx and Linkage
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recognize each other's proprietary rights and the confidential nature of each
other's materials and information and agree to take every precaution to
safeguard and treat these materials and information as confidential. Each party
further agrees that it will not make use of, either directly or indirectly, any
of the materials or information that it received or has received from the other
party other than for the purpose for which such information has been disclosed,
except with prior written permission from the other party.
8. Ownership of Documents. All services that Xxxxxxxxx Xxxxxx renders
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for Linkage in connection with this Agreement, including but not limited to the
new ideas for programs and products referenced in paragraph 3(b) above, shall be
the sole property of Linkage.
9. Resolution of Disputes. Any controversy or claims arising out of or
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relating to this Agreement shall be settled by arbitration in accordance with
the rules of the American Arbitration Association (AAA). The decision and award
may be entered in any court or tribunal having jurisdiction thereof.
10. Assignment. Neither this Agreement nor any interest herein nor
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obligations hereunder may be assigned, in whole or in part, by either party
hereto without the prior written consent of the other party.
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11. Merger and Amendment. This writing constitutes the entire agreement
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of the parties hereto. The Original Agreement is hereby terminated and shall be
of no further force or effect. There are no understandings, written or oral,
relating to the subject matter hereof, except as expressly set forth herein.
The parties have read this Agreement completely, have had the opportunity to
obtain the advice of counsel, and have not been influenced to any extent
whatsoever by any representations or statements made by any party or its agents
other than those combined in this Agreement. This Agreement shall not be
modified except by a subsequently dated written amendment hereto, signed on
behalf of each party by a duly authorized representative.
12. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the Commonwealth of Massachusetts.
13. Relationship of Parties. The parties hereto are independent
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contractors and neither party is an employee, agent, partner or joint venturer
of the other. Neither party shall have the right to bind the other to any
agreement with a third party; to represent itself as an employee, agent, partner
or joint venturer of the other; or to incur any obligation or liability on
behalf of the other party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
/XXXXXX XXXXXX/_______________
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Xxxxxx Xxxxxx
LINKAGE
By: /XXXXXX XXXXXXX/____________
Name: Xxxxxx Xxxxxxx
Title: President
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