Exhibit 10
AGREEMENT FOR CONSULTING SERVICES
This Agreement made and entered into as of January 1, 1996, by and between
ANR Pipeline Company of Detroit, Michigan, (hereinafter "the Company") and
Xxxxxx Xxxxxx of Houston, Texas, (hereinafter "the Consultant").
WHEREAS, the Company requires the services of the Consultant from time to
time; and,
WHEREAS, Consultant is well qualified and willing to perform such
services;
NOW, THEREFORE, the Company and the Consultant agree as follows:
1. TERM: - This Agreement shall be effective from the date hereof and
shall remain in effect until terminated by either party in accordance with the
termination provisions set forth below.
2. SCOPE OF SERVICES: - Consultant agrees to provide the Company with such
services as shall be requested by the Company from time to time; provided,
however, nothing in this Agreement shall be deemed to constitute a promise by
the Company to provide, or the Consultant to perform, any minimum amount of
work.
The Company shall inform and direct the Consultant as to the desired
activities. It shall be Consultant's responsibility to see that such activities
are performed in a proper manner and that periodic progress reports are provided
upon request, thereby enabling the Company to monitor the quality and progress
of the activity.
3. INDEPENDENT CONTRACTOR: - The Consultant agrees that he is acting as an
independent contractor. The Consultant will be responsible for the payment of
all taxes associated with the consulting services performed hereunder including,
but not limited to, federal withholding, social security, worker's compensation,
unemployment, and any other taxes associated with the employment of Consultant
as an independent contractor.
4. COMPENSATION: - The Company agrees to pay, and the Consultant agrees to
accept as a fee for his services, the sum of $2,500.00 for each calendar month
during which this Agreement remains in effect, with partial months to be
compensated on a pro-rata basis.
The Company further agrees that it will reimburse consultant for all
reasonable travel and other expenses incurred in connection with the performance
of the services contemplated by this Agreement.
Further, in order to facilitate the cooperation between the parties hereto
and provide an unrestricted flow of vital company information between the
Company and the Consultant, to the ultimate benefit of the Company, it is agreed
and understood that Company will provide Consultant, at no cost to Consultant,
with office, automobile, office furniture, office equipment and qualified office
assistance of the quality and amount heretofore provided to Consultant when same
was an employee of the Company. It is agreed and understood that the cost to the
Company in connection with items provided under the provisions of this paragraph
may be allocated between itself and any of its affiliates who have comparable
agreements with Consultant in such proportions as they may agree upon.
5. PAYMENT FOR CONSULTING SERVICES: - The Company will pay Consultant each
month the agreed upon fee as specified in Section 4 hereof. In addition thereto
the Company, upon receipt of statement from Consultant, shall make prompt
payment to Consultant such amounts as may be due for travel and other expenses
as specified in Section 4 hereof.
6. CONFIDENTIAL INFORMATION: - Confidential information shall include all
information disclosed to the Consultant or which Consultant has heretofore
acquired which relates to the Company's past, present, or future research,
development, or business activities.
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Consultant shall hold all such confidential information in trust and
confidence for the Company and agrees that he will not, during or after the term
of this Agreement, disclose to any person, firm or corporation, nor use for his
own business or benefit, any such confidential information not in the public
domain, obtained by him while in the execution of the terms and conditions of
his Agreement.
7. TERMINATION: - Either party shall have the right to terminate this
Agreement with or without cause at any time by providing the other party with a
certified, return receipt written notice of termination at least 30 days in
advance of such termination. Upon termination, all Company property will be
surrendered and the Consultant will be obligated to provide no further services
to the Company. Termination will become effective upon completion of payment to
the Consultant for all services rendered up to and including the date of
termination.
8. ASSIGNMENT: - The Consultant shall not assign this Agreement or any
part hereof without the written consent of the Company.
9. HOLD HARMLESS: - The Consultant agrees that no liability shall attain
in favor of the Consultant as against any officer, director, member, agent, or
employee of the Company, but that he will instead look solely to the assets of
the Company for satisfaction of any debts arising out of this Agreement. The
Consultant further agrees to hold the Company harmless and to accept full
responsibility for any additional income or employment taxes incurred by virtue
of the execution or performance of this agreement. The Consultant further agrees
that during the term of this Agreement he will maintain in force and effect
automobile liability insurance in a sufficient amount.
10. SOLE AGREEMENT: - This Agreement shall supersede any and all prior
agreements and understandings between the parties respecting the subject matter
hereof. No representations or statements made by any representative of the
Company or the Consultant which are not stated herein shall be binding. The
provisions hereof constitute the entire Agreement between the parties. No
modification or amendment hereof shall be binding unless in writing and signed
by a duly authorized representative of each party. Failure of either party to
enforce rights under this Agreement shall not constitute a waiver of such
rights.
11. GOVERNING LAW: - This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas.
WHEREFORE, the parties have set their hands hereto, as indicated by the
signatures below.
XXXXXX XXXXXX
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XXXXXX XXXXXX
Consultant
ANR PIPELINE COMPANY
XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx
President and Chief Executive Officer
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