Exhibit 10.8
AGREEMENT FOR CONSULTING SERVICES
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THIS CONSULTING AGREEMENT ("Agreement") is entered into on February 8, 1996, by
Exel Limited ("Exel") and Xxxx X. Xxxxxx ("Consultant").
1. SERVICES. Consultant agrees to perform for Exel the consulting services
("Services") described in Section A, during the period described in Section
B, of Attachment I hereto (by this reference made a part hereof).
2. COMPENSATION, EXPENSES, RECEIPTS. For satisfactory performance of the
Services, Exel shall pay to Consultant the compensation provided for in
Section C of Attachment I. Consultant shall submit to Exel, for its
approval, a detailed statement of the Services performed, including the
dates worked, and the costs related thereto (including Exel authorized
travel and communication expenses). Within thirty days after receipt of
Consultant's statement, Exel shall approve and pay the same or notify
Consultant that it disapproves in whole or in part Consultant's statement,
and the reasons for such disapproval. Consultant shall be responsible for
withholding and paying all income and other taxes due in respect of such
compensation.
3. INDEPENDENT CONTRACTOR. Consultant shall operate as and have the status of
an independent contractor and shall not act as or be an employee of Exel.
Consultant shall not be entitled to Worker's Compensation. Consultant
shall, however, be afforded protection under Exel's corporate general
liability insurance program to the extent that such third party liability
as the Consultant incurs arises out of the performance of the Services
under this Agreement.
4. DATA. Exel shall have a permanent, assignable, non-exclusive, royalty-free
license to use any concept furnished to Exel by Consultant, or otherwise
conceived or developed by Consultant in the performance of the Services.
5. TERMINATION. Unless the parties earlier terminate this Agreement by mutual
consent, this Agreement shall terminate on November 30, 1996. If the
Agreement is terminated, Consultant will be paid the compensation due for
the actual period of time services were performed. By mutual agreement, the
parties may extend the term of this Agreement.
6. CONFIDENTIALITY. Consultant will not divulge to third parties, without the
written consent of Exel, any information obtained from or through Exel, or
developed or obtained by Consultant, in connection with the performance of
this Agreement unless (a) the information is known to Consultant prior to
obtaining it from Exel, (b) the information is, at the time of discovery by
Consultant, then in the public domain, or (c) the information is obtained
by Consultant from a third party who did not receive it directly or
indirectly from Exel. This confidentiality obligation shall survive the
termination of this Agreement for five years.
7. PERSONAL PERFORMANCE OF SERVICES. Unless otherwise agreed by Exel in
writing, Consultant shall personally perform the services specified herein.
8. GENERAL. Section headings are provided for convenience only and do not
modify the terms hereof. This Agreement: 1) is the entire agreement between
the parties and supersedes all prior or contemporaneous agreements related
to the subject matter hereof, 2) may be modified only in writing, 3) shall
be governed by Bermuda law, 4) may be executed by separately signed and/or
telecopied counterparts having authorized signatures, and 5) incorporates
the additional provisions set forth in the annexed Attachment.
Exel Limited
By: /s/
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Consultant
By: /s/
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A. DESCRIPTION OF SERVICES
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As authorized by Exel, Consultant shall provide advice in the area of
strategic alliances and general business transactions.
B. PERIOD OF PERFORMANCE
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The period of performance of the Services shall commence as of February 9,
1996, and shall continue through November 30, 1996, unless sooner terminated
or extended pursuant to Paragraph 5 of the Agreement.
C. COMPENSATION
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1. Exel shall pay to Consultant a sum of $2,000 per day, payable against a
retainer of $100,0000 for the period February 9 through November 30,
1996, for performance of the services described in Section A above.
2. Travel expenses (hotel, meals, airline tickets, taxis, etc.) incurred by
Consultant in the performance of the services when such travel is
necessary and appropriate for the services or when otherwise approved by
Exel in writing. Expenses incurred must be supported by airline ticket
stubs, hotel bills, restaurant receipts, etc. Exel may withhold
reimbursement for any unsupported expenses. Claims for reimbursement of
taxi fares of $75.00 or more and any other single expenditure of $75.00
or more must be supported by original receipts.
3. Other expenses incurred with the prior written approval of Exel.
D. AUTHORIZATION
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All work must be authorized in writing by Xxxxx X'Xxxx or Xxxxx Xxxxxxx.
E. INVOICING
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Consultant shall submit invoices (original and two copies) not more
frequently than monthly in accord with Section 2 of the Agreement to:
Exel Limited
Ninth Floor, Cumberland House
One Victoria Street
Xxxxxxxx, HMJX Bermuda
Attention: Xxxxx X'Xxxx
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F. CONSULTANT'S ADDRESS. Consultant's address is:
--------------------- Xxxx X. Xxxxxx
00 Xxxxxx Xx.
Xxxxxxxxx, XX 00000
