CONSULTING AGREEMENT
Exhibit 10.4
This CONSULTING AGREEMENT is made effective as of this 17th day of November, 2004 by and between Xxxxx Xxxxx (“Xx. Xxxxx”) a Minnesota resident and Ballistic Recovery Systems, Inc., a Minnesota corporation (“BRS”).
WHEREAS, BRS is in the business of developing, testing, manufacturing and marketing whole aircraft recovery parachute systems for use in the recreational and general aviation markets and some unmanned aircraft; and
WHEREAS, BRS and Xx. Xxxxx wish to enter into an agreement providing for the rendering by Xx. Xxxxx of certain consulting and advisory services as they relate to new product development;
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
1. Consulting. Subject to all of the other terms and conditions contained herein, BRS retains Xx. Xxxxx for the term set forth herein to perform consulting and advisory services at the direction of the Board of Directors of BRS (the “Services”).
2. Term. The term of this Agreement shall be for a period of six months. Xx. Xxxxx shall provide a minimum of sixty-four (64) hours per month of Services to BRS. Additional hours beyond the 64 hour minimum will be compensated on a per hour basis as discussed in Paragraph 3 below. Xx. Xxxxx further agrees to keep reasonable records of his time and tasks accomplished and shall use his best efforts to accomplish the Services and any other tasks reasonably requested by the Board of Directors.
3. Compensation. As compensation for the Services rendered to BRS during the term of this Agreement, BRS shall pay to Xx. Xxxxx a monthly consulting fee equal to $3,200.00 for the minimum 64 hour per month commitment and an additional $50.00 per hour for each hour over the 64 hour minimum. (collectively the “Consulting Fee”). The Consulting Fee shall be payable monthly within 15 days of month end, provided that Xx. Xxxxx submits reasonable records of his time and tasks within 10 days of month end or at such other times and in such other manner as BRS and Xx. Xxxxx shall agree. The Consulting Fee shall be in addition to and independent of any fees or compensation owed to Xx. Xxxxx in his capacity as a director of BRS.
4. Expenses. BRS shall reimburse Xx. Xxxxx for the reasonable and necessary expenses incurred in connection with performance of the Services in accordance with the written policies and procedures of BRS governing such expenses, upon presentation of appropriate vouchers for said expenses, provided that BRS has approved such expenses in advance.
5. Independent Contractor Status. This Agreement calls for the Services of Xx. Xxxxx, as an independent contractor, therefore the parties expressly agree that (a) their relationship is based on the understanding that Xx. Xxxxx is an independent contractor and is not an employee of BRS and no employment relationship is created hereby, (b) BRS shall not provide Xx. Xxxxx with any
fringe benefits in connection with the Services provided hereunder, and (c) BRS has no responsibility for withholding taxes, social security withholding, worker’s compensation withholding, unemployment withholding or any similar taxes or charges attributable to Xx. Xxxxx arising from compensation paid to Xx. Xxxxx pursuant hereto.
6. Indemnification. Each party hereto shall indemnify and hold the other party harmless from and against any and all losses, claims, damages, liabilities, actions, causes of action, and the like arising directly or indirectly from, or which are related to, such indemnifying party’s performance under this Agreement.
7. Miscellaneous.
(a) This Agreement may not be modified, rescinded, limited or amended except by a written agreement signed by the parties hereto.
(b) This Agreement shall be interpreted and enforced in accordance with the laws of the State of Minnesota, without regard to Minnesota law governing conflict of laws, even if one or more of the parties hereto may be a resident of, or domiciled in, any other state or country.
(c) This Agreement contains the entire understanding of the parties with regard to all matters contained herein. This Agreement supersedes any prior agreements relating to Xx. Xxxxx’x service as a consultant to BRS.
IN WITNESS WHEREOF, the undersigned have executed this Agreement the day and year first above written.
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BALLISTIC RECOVERY SYSTEMS, |
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INC. |
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By: |
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Xxxxxx X. Xxxxxx, Chairman of the Board |
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and Chief Executive Officer |
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Xxxxx Xxxxx |
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