EXHIBIT 10.3
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is effective January 1, 1999, between
Northern Life Insurance Company, Seattle, Washington ("Company") and Xxxxx
Xxxxx, of Maple Valley, Washington ("Consultant").
Company assigns to Consultant and Consultant agrees to perform the services
shown in Section 1 below under the terms and conditions set forth in this
Agreement.
In consideration of the mutual promises set forth in this Agreement, it is
agreed by and between Company and Consultant:
1. Description of Services
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Consultant shall serve as a member and Chairman of Company's Educators
Advisory Board and provide services to Company on an as-needed basis with
regard thereto. In addition, consultant shall serve as a consultant to
Company's Board of Directors.
2. Payment for Services
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A. The terms and conditions for payment are as follows:
Annual retainer for services with regard to the Educators Advisory
Board: $6,500 per year.
For attendance at meetings of the Educators Advisory Board or
Company's Board of Directors: $1,000 per meeting.
B. Any expenses for which Consultant seeks reimbursement must be
approved by Company and must be submitted to Company for payment
within 60 days of the date incurred. Reimbursed expenses submitted
later than 60 days shall be treated as income to Consultant.
3. Relationship of Parties to this Agreement
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Company and Consultant intend that the relationship of independent
contractor-employer be created by this Agreement. The Company is
interested in the result achieved. Control of the work and the manner and
means by which it is accomplished lie solely with the Consultant. Neither
Consultant nor Consultant's employees, if any, are agents or employees of
Company for any purpose. It is the understanding of the parties that
Company does not agree to use Consultant exclusively and that Consultant is
free to contract for similar services with or be employed by other
companies while under contract with Company.
4. Duration of Contract; Termination
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A. This Agreement will commence on the date shown in the first
paragraph when signed by both Company and Consultant. This Agreement
will automatically terminate December 31, 1999, subject to Section
4.B. It may be continued beyond such date by subsequent written
agreement.
B. Either party may cancel this Agreement upon 30 days written
notice to the other party.
5. Miscellaneous
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A. Since the relationship of independent contractor-employer is
intended, it is understood that neither Consultant nor Consultant's
employees, if any, will be entitled to benefits normally extended to
Company's employees. These benefits include, but are not limited to,
insurance, vacation, pension or profit sharing, and other fringe
benefits.
B. Company will not withhold for Social Security; Consultant will
file and pay Social Security as a self-employed person. With regard to
income tax withholding, Consultant will maintain his/her own records
for tax purposes and make appropriate filings and tax payments.
C. Company does not insure Consultant for Worker's Compensation
coverage.
D. Company does not insure Consultant for unemployment insurance.
E. Any works and their copyright produced by Consultant or employees
of Consultant pursuant to this Agreement are by this Agreement
assigned to and become the property of Company and may not be
reproduced, removed, marketed, retrieved or used without the written
consent of an authorized officer of Company.
F. Consultant agrees to hold in strict confidence any and all
Confidential Information and knowledge obtained by him/her during the
term of this Agreement relative to Company's business. For purposes of
this Agreement, the term "Confidential Information" shall mean not
only confidential information of third parties in the possession of
Company, but also all proprietary, technical and financial data,
information, processes and trade secrets which have been developed or
acquired exclusively by the Company or its affiliates, are unique to
the business of the Company, are not generally known to competitors of
the Company, are treated as
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confidential by the Company, and were not known to Consultant prior to
Consultant's performance of the services hereunder. Except as may be
authorized by the Company in writing, Consultant and its employees
shall not copy, use and/or disclose any such Confidential Information
to any person. Consultant will include a notice to this effect in a
written agreement with each Consultant employee that performs services
for Company.
G. This Agreement contains the entire understanding between the
parties hereto and supersedes all other oral and written agreements or
understandings between them. No modification or addition hereto or
waiver or cancellation of any provision hereof shall be valid except
by a writing signed by the parties hereto.
H. This Agreement is deemed to be made under and shall be governed
by and construed according to the laws of the State of Washington.
I. The invalidity, illegality or unenforceability of any provision
of this Agreement shall not affect the validity, legality or
enforceability of any other provision of this Agreement, which shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Consulting Agreement.
Consultant Northern Life Insurance Company
_____________________________ By:_________________________________
Date:________________________ Its:________________________________
Date:_______________________________
By:_________________________________
Its:________________________________
Date:_______________________________
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