Exhibit 10.21
CONSULTING AGREEMENT
CONSULTING AGREEMENT, dated as of December 22, 1988 by
and between XXXXXXXXX ASSOCIATES, INC., a Delaware
corporation ("Xxxxxxxxx Associates"), and Freeport-McMoRan
Inc., a Delaware corporation ("the Client").
The parties hereby agree as follows:
1. Consulting Engagement. Subject to the terms and
conditions hereinafter set forth, the Client hereby engages
Xxxxxxxxx Associates to provide advice and consultation as
to the world political, economic, strategic and social
developments affecting the Client's affairs, and Xxxxxxxxx
Associates hereby agrees to act as a consultant to the
Client with respect to such matters.
2. Compensation. As compensation for the services to
be provided by Xxxxxxxxx Associates hereunder the Client
agrees to pay Xxxxxxxxx Associates the sum of $200,000 per
annum (the "Fee"). The Client shall also pay or reimburse
to Xxxxxxxxx Associates all reasonable out-of-pocket
expenses incurred by or on behalf of Xxxxxxxxx Associates in
connection with the services provided hereunder
("Expenses"), including disbursements to third party
consultants engaged by Xxxxxxxxx Associates with the
Client's prior approval, such approval not to be
unreasonably withheld.
3. Payment of Fees and Expenses. The Fee shall be
paid by the Client in semi-annual installments in advance,
the first such installment to be made on the date hereof.
Expenses shall be paid by the Client to Xxxxxxxxx Associates
or as otherwise directed by Xxxxxxxxx Associates within 30
days after the presentation to the Client of expense
statements, invoices, vouchers or other supporting
information.
4. Term. The term of the Agreement (the "Term")
shall commence on the date hereof and shall end on the TERM
anniversary thereof; provided, that the term of the
Agreement shall automatically be extended for additional
periods each of 12 months unless and until either party
shall give written notice of termination to the other party
not more than 120 days and not less than 90 days prior to
the scheduled commencement of any such extended period.
5. No Liability. Neither Xxxxxxxxx Associates nor
any of its stockholders, officers, directors, controlling
persons, employees or agents shall have any liability to the
client with respect to, or arising out of, any of the
services provided by Xxxxxxxxx Associates hereunder, other
than as a result of Xxxxxxxxx Associates' willful misconduct
or gross negligence, as determined by a final judgment of a
court of competent jurisdiction. The Client hereby agrees
to indemnify and hold harmless Xxxxxxxxx Associates and all
of its stockholders, officers, directors, controlling
persons, employees and agents (each, an "Indemnified Party")
against any and all losses, claims, damages, liabilities and
expenses (including attorney fees and expenses reasonably
incurred in connection therewith and amounts paid in
settlement of any claim) which any Indemnified Party may
incur or become subject to arising out of or based upon this
Agreement. Xxxxxxxxx Associates agrees to furnish prompt
written notice to the Client of any claim, suit or
proceeding which might entitle an Indemnified Party to
indemnification hereunder provided that the failure by
Xxxxxxxxx Associates to provide such notice shall not affect
the rights of any Indemnified Party hereunder. The
provisions of this paragraph 5 shall survive any termination
of this Agreement.
6. Confidentiality; No Publicity. The Client hereby
agrees, for itself and on behalf of each of its officers,
directors, employees and agents, to maintain the
confidentiality of all information, reports, studies, oral
advice, or other documents or information provided hereunder
to the Client by Xxxxxxxxx Associates. Xxxxxxxxx Associates
hereby agrees for itself, and on behalf of its officers,
directors, employees and agents, that it will maintain the
confidentiality of all nonpublic information regarding the
Client supplied hereunder to Xxxxxxxxx Associates. Neither
party hereto shall make or cause to permit to be made an
announcement or disclosure of the existence of, or the
subject matter, of this Agreement, without the express prior
written consent of the other party. Notwithstanding
anything to the contrary set forth herein, the
confidentiality obligations referred to in this paragraph 6
shall not apply to (i) information publicly known through no
wrongful act of either party hereto or (ii) information
required to be disclosed by applicable law, regulation or
judicial or regulatory process, provided that advance
written notice of any required announcement or disclosure is
given to the other party.
7. Nature of Relationship. Xxxxxxxxx Associates and
the Client are not, shall not be deemed to be, and shall not
represent themselves as being partners or joint venturers
with each other. Notwithstanding anything to the contrary
set forth in this Agreement, Xxxxxxxxx Associates shall be
under no obligation to provide any service to the Client if
such service (i) would require Xxxxxxxxx Associates, under
any applicable law or governmental rule, regulation or order
to register as a foreign agent or be deemed a domestic or
foreign agent of the Client or lobbyist for the Client or
(ii) would otherwise violate any applicable law or
governmental rule, regulation or order.
8. Parties in Interest; Assignment and Amendment.
This Agreement is binding upon and is for the benefit of the
parties hereto and their respective successors, legal
representatives, heirs and permitted assigns. This
Agreement is personal in nature and the rights hereunder
cannot be assigned nor can the duties hereunder be delegated
without the prior written consent of the parties hereto.
This Agreement cannot be amended or modified, except by a
written agreement executed by the parties hereto.
9. Entire Agreement. This Agreement supersedes any
and all oral or written agreements and understandings
heretofore made relating to the subject matter hereof and
contains the entire agreement of the parties relating to the
subject matter hereof.
10. Notices. All notices or other communications
required or permitted hereunder shall be in writing and
shall be delivered personally, telegraphed, telexed, sent by
facsimile transmission or sent by certified, registered or
express mail, postage prepaid. Such notice shall be deemed
given when so delivered personally, telegraphed, telexed, or
sent by facsimile transmission or, if mailed, five days
after the date of deposit in the United States mail as
follows:
(i) if to Xxxxxxxxx Associates, to:
Xxxxxxxxx Associates, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxxxxx
(ii) if to the Client, to:
Freeport-McMoRan Inc.
0000 Xxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxxx X. Xxxx
11. Governing Law, Consent to Jurisdiction. This
Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York applicable to
agreements made and to be performed entirely within such
State. The parties hereto (i) agree that any legal suit,
action or proceeding arising out of or relating to this
Agreement may be instituted in the State or Federal Court in
the City of New York, State of New York, (ii) waive any
objection which they may have now or hereafter to the laying
of the venue of any such suit, action or proceeding and
(iii) irrevocably submit to the non-exclusive jurisdiction
of the United States District Court for the Southern
District of New York, or any court of the State of New York
located in the City of New York in any such suit, action or
proceeding. Further, the parties hereto agree that the
mailing of any process by registered mail, postage prepaid,
in any such suit, action or proceeding to any party at its
address set forth in paragraph 10 above shall, upon receipt,
constitute personal service thereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above
written by their respective officers thereunto duly
authorized.
XXXXXXXXX ASSOCIATES, INC.
By:/S/ Xxxxx X. Xxxxxxxxx
NAME OF CLIENT
By:/S/ Xxxxx X. Xxxxxxx
