EXHIBIT 10.25
CONSULTING SERVICES AGREEMENT BETWEEN
Xxxx Xxx AND XXXXXX, INC.
This Consulting Services Agreement is entered into between Xxxx Xxx (the
"Executive") and Xxxxxx, Inc. (the "Company") effective October 21, 1999.
WITNESSETH
WHEREAS, Executive and the Company have initiated the Executive Agreement
that Executive's employment as, Sr.Vice President will terminate effective
October 21, 1999 ("Separation Date");
WHEREAS, the Company believes Executive possesses significant skills and
knowledge which can assist the Company in its ongoing business endeavors;
WHEREAS, the Company wishes to provide Executive with compensation in
return for Executive's assisting the Company in various business development and
customer relationship situations;
WHEREAS, Executive wishes to provide Company with such assistance;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties agree as follows:
1. CONSULTING ENGAGEMENT.
1.1 Engagement of Services. Executive is hereby engaged by the Company
in the capacity of Executive Consultant to the Chief Executive Officer of the
Company for a period up to four months commencing on the Separation Date
("Consulting Engagement"), unless terminated sooner. During the Consulting
Engagement, Executive shall render such services in connection with the business
of the Company as may reasonably be requested from time to time by the Chief
Executive Officer of the Company or his designee and Executive shall utilize his
best efforts, skills and talents in the performance of these services; provided,
however, that Executive shall have the right reasonably to decline any
particular request. Executive shall be available to devote necessary time per
month to performing such services, at such times and locations including Asia
Pacific Region as shall be mutually convenient to Executive and the Company.
2. Compensation.
2.1 As compensation for Executive's services as a consultant hereunder for
services rendered between October 21, 1999 and February 21, 2000, the Company
shall pay Executive $10,000 per month on mutually agreeable services rendered.
Executive will provide Company with an invoice for services rendered on a
monthly basis.
2.2 In addition to such compensation, the Company will reimburse Executive
for travel and other out-of-pocket costs reasonably incurred by him in the
course of performing services under this Agreement; provided, however, that the
Company shall not be obligated hereunder unless (i) the Company has agreed to
reimburse such costs, and (ii) Executive provides the Company with appropriate
receipts or other relevant documentation for all such costs as part of any
submission by him for reimbursement.
3. Right To Terminate. In the event that (a) Executive breaches any of his
continuing obligations under the Proprietary Agreement he signed or his
Executive Agreement signed October 21, 1999, or (b) Executive commences a
Competitive Activity in violation of this Agreement, the Company may terminate
this Agreement upon written notice to the Consultant. Both the company and the
consultant will have the right to terminate this agreement with a thirty day
written notification to the other for any reason.
4. INDEPENDENT CONTRACTOR STATUS.
4.1 It is understood and agreed that Executive is an independent
contractor and not an employee, agent, joint venturer or partner of the Company,
and Executive agrees not to hold himself out as, or give any person reason to
believe that he is, an employee, agent, joint venturer or partner of the
Company; without the explicit consent of the chief executive officer of the
company.
CONSULTING AGREEMENT
Xxxx Xxx and XXXXXX, INC.
Page 2
4.2 As an independent contractor, Executive is responsible for paying all
required state and federal taxes and insurance. In particular, the Company will
not withhold FICA (Medicare and Social Security) from Executive's payments, make
state or federal unemployment insurance contributions on behalf of Executive,
withhold state and federal income tax from Executive's payments, make disability
insurance contributions on Behalf of Executive, or obtain workers' compensation
insurance on behalf of Executive. Executive will indemnify the Company against
any liability for any of the payments or withholdings described in this
Paragraph.
4.3 Prohibition Against Use of Disclosure Of Proprietary And Confidential
Information. Executive's Proprietary Information Agreement with the Company
(Exhibit A hereto) is hereby incorporated into this Agreement and made a part
hereof, and it shall impose the same obligations on Executive, and have the same
force and effect, during the Consulting Engagement and thereafter as was the
case as a consequence of Executive's Employment wit the Company.
4.4 Office Space; Support Services. The Company shall provide Executive
with office space and secretarial support if and when Executive is performing
services under this Agreement on the Company's premises, should he desire to
utilize them.
4.5 Term. Unless previously terminated as set forth above, the Consulting
Engagement shall terminate on February 21, 1999 . If the company requires
additional consultation after the expiration period, Xxxx Xxx, agrees to
consider extension of the terms of this agreement upon request by the Company
for an additional period. The Consulting Engagement shall terminate
automatically in the event of (i) Executive's death, (ii) a disability that
prevents Executive from performing his obligations hereunder, or (iii)
Executive's revocation of this Agreement prior to the Effective Date.
5. MISCELLANEOUS.
5.1 Confidentiality. Executive shall hold the provisions of this Agreement
in strictest confidence and not publicize or disclose them in any manner
whatsoever; provided, however, that Executive may disclose this Agreement to his
immediate family, attorneys, accountants, tax preparers and financial advisers,
provided the person to whom he intends to make such disclosure first agrees to
be bound by this provision, and he may also disclose this agreement insofar as
such disclosure is required by law.
5.2 Binding Effect; Non-Assignability. The rights and obligations of the
parties hereto shall bind and insure to the benefit of their respective
successors, assigns, heirs, executors and administrators, as the case may be;
provided that, as the Company has specifically contracted for Executive's
services, Executive may not assign or delegate his consulting obligations under
this Agreement either in whole or in part without the prior express written
consent of an authorized officer of the Company.
5.3 Complete Understanding; Modification. This Agreement, including
Exhibit A, constitutes the complete, final and exclusive embodiment of the
entire agreement between the parties hereto with respect to the subject matter
hereof. This agreement is entered into without reliance on any promise or
representation, written or oral, other than those expressly contained herein,
and it supersedes any other such promises and representations. Any modification
or amendment of this Agreement shall be effective only if in writing and signed
by Executive and an authorized officer of the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
Xxxx Xxx XXXXXX, INC.
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Date Signed: Date Signed:
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