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EXHIBIT 10.3.6
AGREEMENT
This agreement is made and entered into this 7th day of August, 2000, by
and between SALEM COMMUNICATIONS CORPORATION ("Client") and XXXX X. XXXXXXXXX
("Consultant").
WHEREAS Client desires to retain Consultant to perform certain
consulting services set forth below and Consultant is willing is render such
consulting services to Client on the terms and conditions set forth herein;
NOW THEREFORE in consideration of the mutual convenants and conditions
contained herein the parties agree as follows:
1. CONSULTING SERVICES. During the term of this agreement Consultant
shall devote such time and effort to the affairs of Client as Client and
Consultant mutually deem reasonably necessary to fulfill duties for Client
consistent with his area of expertise, including advice and services to the
Legal Department of Client and such other duties as the CEO or Board of
Directors of Salem may prescribe ("Consulting Services"). The term "Consulting
Services," as used herein, shall not mean or refer to any services Consultant
performs in connection with his duties as a member of the Board of Directors of
Client. Consultant shall report directly to both the General Counsel and Chief
Executive Officer of Salem.
2. TERM. This agreement shall commence on August 16, 2000, and shall
continue in full force and effect on a month-to-month basis until such time as
Consultant or Client provides notice to the other that this agreement shall
terminate; provided such notice shall not, in any event, be given by Client on
or before June 30, 2001.
3. CONSULTING FEES. In consideration of the duties to be performed by
Consultant pursuant to this agreement, Client agrees to pay Consultant FOUR
THOUSAND DOLLARS ($4,000) per month; provided, however, in the event Consultant
provides Consulting Services in excess of twenty (20) hours per month,
Consultant shall be entitled to a fee of $200 per hour over twenty (20) hours
per month, which amount shall be paid within thirty (30) days of Client's
receipt of Consultant's written invoice. In addition to the foregoing, Client
shall allow Consultant to continue on the medical insurance plans of Client, and
Client shall continue to pay the costs thereof, consistent with the amount
Client historically paid while Consultant was an employee of Client.
4. EXPENSES. In addition to the fees described in Section 3, above,
within thirty (30) days after receipt of Consultant's invoice, Client shall
reimburse Consultant for all reasonable and necessary business expenses,
including travel, incurred by Consultant in the course of performing the
Consulting Services for Client and which were approved in advance by Client.
Consultant shall keep accurate records and receipts of such expenditures and
shall submit such accounts and proof thereof as may be reasonably necessary to
establish to the satisfaction of Client that the expenses incurred by
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Consultant were ordinary and necessary business expenses incurred by Consultant
on behalf of Client.
5. CONFIDENTIALITY. Consultant agrees that it will not disclose to any
other party, without the prior written consent of Client, any information or
records that Client furnishes Consultant or that Consultant generates in the
course of performing the Consulting Services including, without limitation,
information relating to Client's finances, plans, strategies, operations and
employees. Consultant further agrees that Consultant shall return to Client all
documents, records and similar items containing confidential information
furnished by Client or which Consultant generated in the course of performing
the Consulting Services and any and all copies of said documents, records or
similar items at such time as the agreement is terminated, or within a
reasonable time thereafter. Notwithstanding any provision in this agreement to
the contrary, the provisions of this Section 5 shall survive the termination of
this agreement.
6. WORK PRODUCT. Under no circumstances may Consultant use the work
product generated pursuant to this agreement or any other documents of Client
for any purpose other than to further the purposes of Client's retention of
Consultant which work product and documents shall be the sole and exclusive
property of Client.
7. INDEPENDENT CONTRACTOR. Client and Consultant acknowledge and agree
that in performing the consulting services hereunder, Consultant is acting as an
independent contractor and consultant of Client. Nothing contained herein or
otherwise shall be construed in such manner as to create the relationship of
principal and agent between Consultant and Client or the relationship of
employer/employee between Client, Consultant and/or any of Client's employees.
No party will have the authority to enter into agreements of any kind on behalf
of the other or otherwise bind or obligate the other in any manner to any third
party. ACCORDINGLY, CONSULTANT UNDERSTANDS THAT CLIENT SHALL NOT WITHHOLD FROM
ANY AMOUNTS PAYABLE TO CONSULTANT NOR PAY ANY AMOUNTS NORMALLY WITHHELD OR PAID
IN AN EMPLOYEE/EMPLOYER RELATIONSHIP INCLUDING, WITHOUT LIMITATION, SOCIAL
SECURITY, FEDERAL TAXES, STATE TAXES, UNEMPLOYMENT INSURANCE, DISABILITY
INSURANCE OR WORKERS' COMPENSATION INSURANCE.
8. PERSONAL CONDUCT. Consultant agrees promptly and faithfully to comply
with all policies, requirements, directions, requests and rules and regulations
of Client. Consultant further agrees to conform to all laws and regulations
including, without limitation, the rules and regulations of the Federal
Communications Commission, and not at any time to commit any act or become
involved in any situation or occurrence tending to bring Client, its
subsidiaries or affiliated entities into public scandal, ridicule or which will
reflect unfavorably on the reputation of Client, its subsidiaries or affiliated
entities.
9. WORK FOR HIRE. Consultant hereby agrees that any creative services
for the Client will be undertaken in the capacity of an "employee for hire" as
is defined under the
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United States Copyright Act and that all results of his work for the Client
pursuant to this Agreement, including, by way of example, the development of
programs, themes, titles and characters, and such other intellectual property as
may be created in connection herewith, shall be the sole and exclusive property
of the Client.
10. ASSIGNMENT. The parties acknowledge that this agreement is one for
the personal services of Consultant and shall not be assigned by either party
hereto.
11. MISCELLANEOUS. This agreement and all questions of its
interpretation, performance, enforceability, and the right and remedies of the
parties hereto shall be determined in accordance with the laws of the State of
California.
12. FORUM SELECTION. Consultant agrees that any dispute of any kind
arising out of or relating to this Agreement, other than for equitable
enforcement of Sections 5 and 6 of this Agreement, shall be submitted to final,
conclusive and binding arbitration before and according to the rules then
prevailing of, at the election of Consultant, Christian Conciliatory Services or
the American Arbitration Association, in Ventura County, California. The results
of any such arbitration proceeding shall be final and binding both upon Client
and upon Consultant, and shall be subject to judicial confirmation as provided
by the Federal Arbitration Act or other applicable law. Notwithstanding the
foregoing, Consultant agrees that Client may seek equitable enforcement of
Section 6 and 7 of this Agreement in any court with competent jurisdiction,
without obligation to prove actual damages or to post bond or other security.
IN WITNESS WHEREOF, the parties have entered into this agreement as of
the date first written above.
By: /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
By: /s/ Xxxxxx X. Xxxxxxxx III
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Xxxxxx X. Xxxxxxxx III
President & CEO
Salem Communications Corporation
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