Super STAR Associates, L.P.
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
CONSULTING AGREEMENT
This Agreement is made by and between Super STAR Associates, L.P., with an
address of 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 ("Consultant")
and US LEC LLC ("USLEC"), a Delaware limited liability company with its
principal offices located at 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx,
Xxxxx Xxxxxxxx 00000.
1. Retention as Consultant. USLEC hereby retains Consultant and Consultant
hereby accepts such engagement and agrees to perform the services for USLEC as
hereinafter set forth. During the Term hereof, Consultant shall act as a general
business consultant to USLEC, particularly in the areas of operations expertise,
as well as in such other areas as may be assigned from time to time by USLEC's
Chairman, President and/or Board of Directors. Consultant shall perform its
duties in a diligent, effective, and loyal manner.
2. Compensation. Consultant shall be compensated by USLEC for all services to be
rendered by it pursuant to this Agreement by the payment to it of consulting
fees in the amount of $50,000.00 per year. In addition, USLEC shall reimburse
Consultant for Consultant's reasonable out-of-pocket expenses incurred with
respect to the performance of its consulting activities hereunder upon
Consultant's presentation, within 30 days after incurring such expenses, of
vouchers, receipts, and such other evidence of expenses incurred as shall be
reasonably required by USLEC.
3. Term. The term of this Agreement shall be from January 1, 1997 through
December 31, 1997, and shall automatically be renewed for successive one-year
terms until terminated by one party giving the other at least 30 days' advance
notice of its intention to terminate this Agreement at the end of its
then-current year.
4. Relationship. Consultant and USLEC are and shall be independent contractors
in their relationship with each other and neither is nor shall be considered an
agent, employee, or legal representative of the other for federal or state tax
purposes or for any other purposes whatsoever. Consultant has no express or
implied authority to assume or create any obligation or responsibility on behalf
of USLEC or to bind USLEC in any way. Consultant agrees to indemnify, defend,
and hold USLEC harmless from and against all claims, damages or liabilities as a
result of its breach of this Paragraph. Consultant further acknowledges that as
an independent contractor, it shall not be entitled to receive any insurance
coverage or other fringe benefits that USLEC customarily provides to its
employees, except as may be specifically provided in this Agreement; and that no
withholding, FICA or other taxes will be paid or withheld by USLEC on its
behalf.
5. General Provisions.
(a) Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, their personal representatives,
successors and assigns.
(b) Assignment. This Agreement may not be assigned, in whole or in part,
by Consultant without the prior written consent of USLEC.
(c) Entire Agreement. This Agreement contains the entire understanding
between or among the parties hereto and supersedes any prior
understanding, memoranda or other written or oral agreements between
or among any of them respecting the within subject matter.
(d) Modifications, Waiver. No modification or waiver of this Agreement or
any party hereof shall be effective unless in writing and signed by
the party or parties sought to be charged therewith. No waiver of any
breach or condition of this Agreement shall be deemed to be a waiver
of any other or subsequent breach or condition, whether of like or
different nature. No waiver of any breach or condition of this
Agreement by or with respect to any party hereto shall be deemed to be
a waiver of the same breach or condition with respect to any other
party hereto. No course of dealing between or among any of the parties
hereto will be deemed effective to modify, amend or discharge any part
of this Agreement or the rights or obligations of any party hereunder.
(e) Partial Invalidity. If any provision of this Agreement shall be held
invalid or unenforceable by competent authority, such provision shall
be construed so as to be limited or reduced to be enforceable to the
maximum extent compatible with the law as it shall then appear. The
total invalidity or unenforceability of any particular provision of
this Agreement shall not affect the other provisions hereof and this
Agreement shall be construed in all respects as if such invalid or
unenforceable provision were omitted.
(f) Notices. Any notice or other communication required or permitted under
this Agreement shall be in writing and shall be deemed to have been
duly given (i) upon hand delivery, or (ii) on the third day following
delivery to the U.S. Postal Service as certified or registered mail,
return receipt requested and postage prepaid, or (iii) on the first
day following delivery to a nationally recognized United States
overnight courier service, fee prepaid, return receipt or other
confirmation of delivery requested, or (iv) when telecopied or sent by
facsimile transmission to the following fax numbers:
If to USLEC: 000-000-0000 Attention: Chairman
If to Consultant: 000-000-0000, Attention: T. V. Xxxxxxx
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Any such notice or communication shall be delivered or directed to a
party at its address or fax number set forth above or at such other
address or fax number as may be designated by a party in a notice
given to all other parties hereto in accordance with the provisions of
this paragraph.
(g) Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of North Carolina pertaining to
contracts made and to be wholly performed within such state, without
taking into account conflicts of laws principles.
(h) Jurisdiction and Venue. In the event that any legal proceedings are
commenced in any court with respect to any matter arising under this
Agreement, the parties hereto specifically consent and agree that the
courts of the State of North Carolina and/or the United States Federal
Courts located in the State of North Carolina shall have exclusive
jurisdiction over each of the parties hereto and over the subject
matter of any such proceedings, and the venue of any such action shall
be in Mecklenburg County, North Carolina and/or the United States
District Court for the Western District of North Carolina.
(i) Injunctive Relief. In the event of a breach or threatened breach of
any of the terms of this Agreement, USLEC shall be entitled to an
injunction restraining Consultant from committing any breach of this
Agreement without showing or proving any actual damages and without
diminishing any other right or remedy which USLEC may have at law or
in equity to enforce the provisions of this Agreement.
(j) Expenses of Parties. In the event of a breach of this Agreement, the
prevailing party(ies) in any resulting litigation shall be reimbursed
its/their reasonable attorneys' fees and expenses incurred in such
litigation by the party(ies) against whom judgment is rendered.
(k) Headings. The headings contained in this Agreement are inserted for
convenience only and do not constitute a part of this Agreement.
(l) Fair Meaning. This Agreement shall be construed according its fair
meaning, the language used shall be deemed the language chosen by the
parties hereto to express their mutual intent, and no presumption or
rule of strict construction will be applied against any party hereto.
(m) Gender. Whenever the-context may require, any pronoun used herein
shall include the corresponding masculine, feminine or neuter forms
and the singular use of nouns, pronouns and verbs shall include the
plural and vice versa.
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(n) Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed, an original, and all of said
counterparts together shall constitute but one of the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the 18th day of December 1997.
CONSULTANT: US LEC, LLC
Super STAR Associates, L.P.
By: /s/ T.V. Xxxxxxx By: /s/ Xxxxxxx X. Aab
---------------------- ------------------------------
Xxxxxxx X. Xxxxxxx Title: Chairman & CEO
January 1, 1998
Super STAR Associates, L.P.
Attn: T.V. Xxxxxxx
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, X.X. 00000
RE: Consulting Agreement with US LEC
Dear Xx. Xxxxxxx:
US LEC hereby notifies you that the consulting agreement between Super STAR
Associates, L.P. and US LEC dated December 18, 1997 is terminated for future
years effective January 1, 1998.
Sincerely,
/s/ Xxxxxxx X. Aab
-----------------------
Xxxxxxx X. Aab
Chairman & CEO
RTA:alc
I hereby agree to the termination of the agreement described above.
Super STAR Associates, L.P.
by /s/ T.V. Xxxxxxx 1/4/98
----------------
Date
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