CONSULTING AGREEMENT
EXHIBIT
10.19
Agreement
made this 14th day of November, 2003, by and between CBG Mortgage, Inc., a
Wisconsin corporation, which maintains its principal office at 000 Xxxxx Xxxx,
Xxxxxxx, Xxxxxxxxx, hereafter referred to as "CBG"; and Blarney Stone
Consulting, LLC, of 00000 Xxxxxx Xxxx, Xxxxxxxxxxx, XX 00000, hereafter referred
to as "BSC".
RECITALS
WHEREAS,
CGB is a wholly owned subsidiary of Merchants and Manufacturers Bancorporation,
Inc., a multi-bank holding company, and
WHEREAS,
CBG supplies mortgage brokerage services including training and development
to
banks owned by Merchants, and
WHEREAS,
BSC has expertise in these areas, and
WHEREAS,
CBG does desire to engage BSC on a non-exclusive basis
NOW
THEREFORE, as an inducement to BSC to provide consulting services and advise
CBG
on matters which are within the area of expertise; and for good and other
valuable consideration; and on the terms, provisions, and conditions hereof,
the
parties agree as follows:
SECTION
ONE
INCORPORATION
BY REFERENCE
The
forgoing recitals are incorporated herein by this reference; and this agreement
shall be construed by reference thereto.
SECTION
TWO
NATURE
AND TERM OF SERVICE
CBG
agrees to engage the services of BSC and BSC agrees to perform services as
Consultant for a term of three (3) years, from January 15, 2004 to
January 15, 2007.
BSC
shall
provide an average of 35 hours per month of consulting services in areas of
its expertise. 17.5 of said hours to be provided by BSC on-site at
one or more locations of CBG, its parent company or one of its
affiliates.
SECTION
THREE
DUTIES
AND RESPONSIBILITIES
During
the term of this agreement BSC shall devote its nonexclusive services to CBG
for
an average of 35 hours per month. Said services shall include
serving on the board of directors, consulting with the President of CBG
Mortgage, Inc. and other areas as determined by the Chairman of
Merchants.
SECTION
FOUR
COMPENSATION
In
consideration of all services rendered during the term of this agreement,
including any necessary travel time, BSC shall be compensated at a rate of
$4,283.83 Per month, which compensation shall be due and payable at the end
of
each month.
CBG
will
not deduct federal, state, and social security taxes, or xxxxxxx'x compensation,
or unemployment insurance premiums, from such compensation, the payment of
which
shall be the sole and exclusive responsibility of BSC as an independent
contractor. BSC shall also be responsible for any and all pertinent
benefit items including, but not limited to retirement plans contributions,
and
medical and dental insurance premiums.
CBG
will
arrange for the transfer to BSC of the automobile currently being using by
Xxxxxx Xxxxxxx.
SECTION
FIVE
RELATIONSHIP
OF PARTIES
The
parties to this agreement stipulate that BSC is a LLC, and that the relationship
created by this agreement is that of a principal-independent contractor; and
that BSC is not an employee of CBG or any of its subsidiaries; and that BSC
is
not entitled to benefits normally provided by CBG to an employee. It
is further agreed and understood that by reason of the independent contractor
status of consultant, CBG will not withhold from compensation paid to BSC any
sums for federal and state withholding taxes and/or FICA taxes, and/or
unemployment or workmen's compensations insurance.
BSC
may
operate its business for the benefit of others during those periods when BSC
is
not performing work under this contract for CBG.
BSC
will
be responsible for, and shall hold CBG harmless by reason of any negligence,
or
intentional acts or omissions that may cause damage to any person or party
as a
result of the performance of this agreement.
2
SECTION
SIX
TERMINATION
This
agreement will terminate upon the death or disability of Xxxxxx X. Xxxxxxx
or upon the date specified in Section Two of this Agreement, as the case may
be.
SECTION
SEVEN
CONFIDENTIALITY
BSC
acknowledges that any information BSC has obtained or will obtain in the future
regarding the operation of CBG, its products, services, policies or any other
aspect of its business is confidential; and shall not be revealed or disclosed
to any person, company, or other entity without the express written permission
of CBG. BSC acknowledges that they are aware of, and will adhere to,
the restrictions of the privacy provisions of the Xxxxx-Xxxxx-Xxxxxx Act, and
as
amended from time-to-time. This provision shall be in full force and
effect from the effective date of this agreement, and shall survive the
termination of this agreement unless extended due to the provisions of any
pertinent law or statute.
SECTION
EIGHT
CHANGES
AND ALTERATIONS
No
change, alteration, modification, or addition to this agreement shall be
effective unless in writing and properly executed by the parties
hereto.
SECTION
NINE
ASSIGNMENT
This
agreement may not be assigned or otherwise transferred by either party
hereto.
SECTION
TEN
OTHER
AGREEMENTS
This
agreement supersedes all previous agreements and understandings with respect
to
the matters covered hereby. Agreements dated prior to the execution
of this agreement between Xxxxxx X. Xxxxxxx and Merchants, parent of CBG
are hereby terminated on the effective date of this agreement.
SECTION
ELEVEN
APPLICABLE
LAW
This
agreement and any disputes relating thereto shall be construed under and
pursuant to the laws of the State of Wisconsin
3
SECTION
TWELVE
CONTRACT
TERMS EXCLUSIVE
This
agreement constitutes the entire agreement between the parties hereto and the
parties acknowledge and agree that neither of them has made any representations
with respect to the subject matter of this agreement, or any representations
inducing the execution and delivery hereof; except as specifically set forth
herein; and each of the parties hereto acknowledge that he or it has relied
on
its own judgment in entering the same.
IN
WITNESS WHEREOF, the parties here have executed this agreement on the date
first
written above.
Blarney
Stone Consulting, LLC
By
/s/
Xxxxxx
Xxxxxxx
CBG
Mortgage Inc.
By
/s/
Xxxxxx
Xxxxxxx
Approved:
Merchants
and Manufacturers Bancorp, Inc.
By
/s/
Xxxxxxx X.
Xxxxx
4
