CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is between XXXXX X. XXXXXX (the
"Consultant") and QAD Inc., a Delaware corporation (the "Company").
BACKGROUND
A. The Consultant has the background, technical expertise, and experience
to assist the Company, and is offering his services as a consultant to the
Company on an as needed basis;
B. The Company desires to retain the Consultant as an independent
consultant; and
C. The parties hereto wish to memorialize the Consultant's consulting work
for the Company by entering into this written Agreement.
AGREEMENT
Intending to be legally bound, the parties hereto agree as follows:
1. DUTIES. The Company hereby retains the Consultant as a consultant to the
Company. It is understood and agreed, and it is the intention of the parties to
this Agreement, that the Consultant is an independent contractor, and not the
employee or agent of the Company for any purpose whatsoever.
2. INDEPENDENCE. The Company and the Consultant conduct their own
businesses each for its or his own account and risk. Neither party shall have
the power or authority to act on behalf of or incur any liability for the
account of the other party save to the extent that the same is required in the
normal course of the completion of a project. Each party hereto hereby
indemnifies and holds the other harmless from any claims resulting from a breach
of this Paragraph 2.
3. SERVICES. The Consultant will perform tasks for the Company solely as
requested by the Company and agrees to make himself available for approximately
twenty (20) hours of service per week, at such times as his schedule allows. The
Consultant will be paid a fee of ONE HUNDRED THOUSAND DOLLARS ($100,000),
payable in twelve (12) equal monthly installments, commencing on December 16,
1999. The Consultant will present an accounting of hours spent on the Company's
business, along with any reimbursable expenses and receipts for said expenses,
to the Company on a monthly basis.
In performing services under this Agreement, the Consultant, except as
otherwise provided, shall be responsible for paying all costs and expenses
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incidental to the performance of such services, except for reasonable travel
expenses and lodging accommodations based upon the Company's employee travel
policies, a copy of which will be provided, and which have been authorized in
advance by the Company.
4. BUSINESS DISCLOSURES. The Consultant agrees that during the term of this
Agreement, or thereafter, he will not disclose, other than to an employee or
director of the Company, any confidential information as to the Company,
including any information relating to the Company's business, customers, trade
or industrial practices or trade secrets or know-how, without prior consent by
the Company, and that at the termination of this Agreement, and thereafter, for
any reason, the Consultant shall not remove or retain, without the Company's
express written consent, any hardware, software, calculations or letters,
papers, drawings, blueprints or other confidential information of any type or
description related to the Company.
The Consultant retains the rights to book copyrights and royalties on
existing books, plus rights to the Convergent Engineering trademark,
intellectual property and certification process. The Company is to receive a
royalty-free license to use said intellectual property.
5. DEVELOPMENT OF INVENTIONS AND IMPROVEMENTS.
5.1 Notice. The Consultant agrees to keep the Company informed of any
inventions, discoveries, improvements, trade secrets and secret processes made
by him, in whole or in part, or conceived by the Consultant alone, or with
others, which result from any work which the Consultant may do for, or at the
request of, the Company.
5.2 Company Property. Such inventions, discoveries, improvements, trade
secrets and secret processes shall be the property of the Company, or its
nominees, whether patented or not, and the Consultant shall, without charge to
the Company, assign to the Company all right, title and interest in such
inventions, discoveries, improvements, trade secrets and secret processes, and
shall execute, acknowledge and deliver any instruments confirming the complete
ownership by the Company of such inventions, discoveries, improvements, trade
secrets and secret processes.
5.3 Confidentiality. The Consultant shall not, at any time, except as
required in the conduct of the business of the Company, or except as authorized
in writing by the Company, publish, disclose or authorize anyone else to publish
or disclose any secret or confidential matters relating to any aspect of the
business of the Company, with which the Consultant's services in any way may
acquaint the Consultant.
6. TERMINATION. The Company may terminate this Agreement should the
Consultant die, become disabled and be unable to perform his obligations
hereunder, or should the Consultant breach the terms of this Agreement, and
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should the Consultant not cure the breach within thirty (30) days of the
Company's notice of the Consultant's breach of this Agreement. The Consultant
may terminate this Agreement on thirty (30) days? written notice to the Company.
7. REMEDIES. It is agreed that in the event of any breach, violation or
evasion of terms of this Agreement, such breach, violation or evasion will
result in immediate and irreparable injury and harm to the Company and will
authorize recourse by the Company to the remedies of injunction and specific
performance or either of such remedies, as well as to all legal or equitable
remedies to which the Company may be entitled.
8. GOVERNING LAW. This Agreement and the rights and obligations of the
parties hereunder shall be construed in accordance with and governed by the laws
of the State of California then in effect.
9. SEVERABILITY. Any provision of this Agreement that in any way
contravenes any provision of applicable law shall, to the extent that the law is
contravened, be considered severable and not applicable and shall not alter or
affect any other provision or provisions of this Agreement.
10. COMPLETE AGREEMENT; AMENDMENT. The provisions of this Agreement
constitute the entire Agreement among the parties. This Agreement may be
amended, modified or otherwise changed only by an instrument in writing executed
by all of the parties, and no waiver, alteration or modification of any of the
provisions hereof shall be binding upon a party unless in writing and signed by
such party or his duly authorized representative. The provisions of this
Agreement supersede and revoke the provisions of any other agreement of the
parties related to the subject matter hereof.
11. TAXES AND OTHER LIABILITIES. The Consultant shall indemnify and hold
harmless the Company from and against any taxes, interests or penalties assessed
against the Company for payments made to the Consultant, or any liabilities or
obligations incurred by the Consultant which have not been authorized in
writing, in advance, by the Company.
12. ARBITRATION. Any dispute relating to this Agreement shall be resolved
in accordance with the arbitration provisions of the Enterprise Engines, Inc.
Stock Purchase Agreement dated December 15, 1999 among the Company, the
Consultant and Enterprise Engines, Inc.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement at
Santa Barbara, California this 15th day of December, 1999.
COMPANY:
QAD Inc.,
a Delaware corporation
By: /s/ X.X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
C0NSULTANT:
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
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