Agreement for Consulting Services
This Consulting Agreement ("Agreement") is made effective as of January 1,
2006, and shall expire on June 30,2006, by and between IMI Global (hereinafter
"Company") and Xxxx Xxxxx (hereinafter "Consultant").
1. Scope of Agreement. This Agreement is for the services specified in Exhibit
A. This Agreement covers the terms and conditions under which Consultant
will perform services for Company.
2. Compensation. As sole and full compensation for the Services, Company will
pay Consultant the rates shown in Exhibit A. Consultant will xxxx Company
every other week, and payments shall be due 7 days after receipt of
invoices.
3. Reimbursable Expenses. Company shall reimburse Consultant for all
pre-approved, reasonable expenses.
4. Independent Contractor. Consultant declares and agrees that Consultant is
engaged in an independent business and will perform the services hereunder
as an independent contractor of the Company, and that Consultant has and
hereby retains full control of and supervision over the performance of
Consultant's obligations hereunder, and matters relating to compliance with
Social Security, withholding, worker's compensation, and employment taxes
as applicable. Consultant has no right to any employee benefits of Company,
including workers compensation benefits and consultant understands that
consultant is obligated to pay Federal and State income tax on any moneys
earned pursuant to this Agreement.
5. Responsibilities. With due regard to operating schedules and requirements
of Company, Consultant will determine the specific time and place of
performance of the Services and will have sole control over the method and
manner by which Consultant provides the Services. Consultant agrees: (a) to
perform all services in a professional manner and in compliance with
reasonable quality standards and (b) to comply, at Consultant's own
expense, with the provisions of all state, local and federal laws,
regulations, ordinances, requirements and codes which are applicable to the
performance of the services hereunder.
6. Law Governing Agreement. This Agreement shall be governed by the laws of
the State of Missouri.
7. Trademarks or Trade Names. Consultant shall not use the trademarks, service
marks, or trade names of Company or its affiliates in any advertising
promotional material, except normal business references, or otherwise
without express prior written permission of Company.
8. Confidential Information. Confidential Information (as defined below) shall
be used by consultant only in connection with Consultant's performance of
the services under this Agreement. Consultant shall not at any time,
without the prior consent of Company (a) disclose to any third party any
Confidential Information or (b) copy or reproduce (including electronic
reproduction or copying and backup copying), in whole or in part, any
Confidential Information unless or except where such disclosure is required
by court or administrative order. Consultant shall return all Confidential
Information and all copies thereof to Company immediately upon request by
Company.
As used herein, Confidential Information includes any confidential financial,
marketing, business, technical, product, client or other information, including
specifically but not exclusively, information which Consultant prepared, or
received in connection with performing pursuant to this Agreement, such as
objective and subjective evaluations of management, business plans, business
strategies, software, software evaluations, trade secrets, personnel
information, marketing methods and techniques and any of the above-recited
information as it relates not only to Company but to its parent, its
shareholders, affiliates, subsidiaries and successors. For purposes of this
Agreement, Confidential Information specifically excludes information that is
generally known or becomes known in the industry (except when known based upon
Consultant's actions).
9. Entire Agreement, Waivers, Amendments and Modification. This agreement
constitutes the entire Agreement between Company and Consultant with
respect to the subject matter of this Agreement and these provisions shall
supersede or replace any conflicting or additional provisions which may be
contained in any other writing, document or the like. In the event of a
conflict between any provision appearing in any other writing and in this
Agreement, the provisions of this Agreement shall be controlling.
10. Indemnification. Company agrees to indemnify and hold Consultant harmless
for any claims, investigations, complaints, damages, liabilities costs,
suits or obligations (including reasonable attorney's fees) to which
Consultant may be subjected as a consequence of any action or omission by
Company in the operation of its business, except for any act of Company
which is the direct consequence of Consultant's negligent, gross negligent,
reckless or willfully improper conduct under this Agreement.
11. Termination. Either Company or Consultant shall have the right to terminate
this Agreement for any reason upon 15 days notice in writing.
CONSULTANT COMPANY
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