Exhibit 10.10
CONSULTING AGREEMENT
This CONSULTING AGREEMENT ("Agreement") is entered into as of this 9th day of
November 2006, by and between UTi, Services, Inc., a California corporation with
a principal place of business at 00000 Xxxxxx Xxx, Xxxxxx Xxxxxxxxx, XX 00000
("Company" or "UTi") and Xxxxx Xxxxxxx, whose residence is 00000 Xxxxx Xxxxx
Xxxxx, Xxxxxxx Xxxx, XX 00000 ("Consultant").
RECITAL
Simultaneously with the execution hereof, Company and Consultant are entering
into a Separation Agreement and General Release (the "Separation Agreement").
As required by the Separation Agreement, Consultant is hereby engaged by the
Company to provide the services set forth on Exhibit I.
Consultant and the Company intend that the Company obtain, to the fullest extent
permitted by law, total ownership, exclusive rights to and complete control of
all patents, trademarks, copyrights, trade secrets and other similar rights in
and to all Works (as defined below) and all intermediate versions thereof and
Consultant hereby agrees that she will, both during and after the period of this
engagement by the Company, do nothing to adversely affect any rights of the
Company in and to the Works.
NOW THEREFORE, in view of the Recital, which shall be deemed to be part of this
Agreement, and in consideration of the mutual covenants, obligations and
undertakings set forth herein the parties agree as follows:
1. PAYMENT FOR CONSULTANT'S SERVICES: During the term of this Agreement,
Consultant shall be paid a fee of $19,583 per month, payable
semi-monthly or as otherwise agreed in writing.
2. INVENTIONS: Any and all inventions, discoveries, developments,
solutions, programs, methodologies, processes, procedures and
innovations conceived by the Consultant alone or in conjunction with
UTi employees or consultants during this engagement relative to the
duties under this Agreement (the "Works") shall be the exclusive
property of the Company; and the Consultant hereby assigns all right,
title, and interest in the same to the Company. Any and all
inventions, discoveries, developments and innovations conceived by the
Consultant prior to the term of this Agreement and utilized by her in
rendering duties to the Company are hereby licensed to the Company for
use in its operations and for an infinite duration. This license is
non-exclusive, and may be assigned without the Consultant's prior
written approval by the Company to a wholly-owned subsidiary of the
Company.
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3. CONFIDENTIALITY: The Consultant acknowledges that during the
engagement she will have access to, make use of, acquire, create,
develop or add to certain confidential and/or proprietary information
regarding the Company, UTi Worldwide Inc. and its subsidiaries
(collectively, the "UTi Group") and their businesses and affiliates
(whether in existence prior to, as of or after the date hereof,
collectively, "Proprietary Information"), which Proprietary
Information shall include without limitation, all of the following
materials and information (whether reduced to writing, whether marked
as "confidential," and whether patentable or protected by copyright):
various trade secrets, inventions, innovations, processes,
information, programs, records, manuals, technical data and
information, "know-how," customer-tailored solutions, confidential
reports and communications, marketing methods, product sales or cost
information, new product ideas or improvements, other consulting
products and processes, research and development programs, identities
or lists of suppliers, vendors, and/or customers, financial
information and financial projections or any other proprietary or
confidential information relating to the UTi Group and its business
and specifications owned or licensed by the Company and/or used by the
Company in connection with the operations of its business. The
Consultant agrees that she shall not disclose any of the aforesaid
Proprietary Information, directly or indirectly, or use any of them in
any manner, either during the term of this Agreement or at any time
thereafter, except as required in the course of this engagement with
the Company. All files, records, documents, blueprints,
specifications, information, letters, notes, media lists, original
artwork/creative, notebooks, and similar items relating to the
business of the Company, whether prepared by the Consultant or the
Company, or otherwise coming into her possession, shall remain the
exclusive property of the Company. The Consultant shall not retain any
copies of the foregoing without the Company's prior written
permission. Upon the expiration of this Agreement, or whenever
requested by the Company, the Consultant shall immediately deliver to
the Company all such files, records, documents specifications,
information, and other items in her possession or under his control.
4. THIRD PARTY RIGHTS: Consultant warrants, represents and covenants that
Consultant shall not use for the benefit of the Company, or disclose
to the Company, any trade secret or proprietary information of any
third party.
5. TERMINATION: This Agreement will automatically terminate on July 31,
2007.
6. INDEPENDENT CONTRACTOR: This Agreement shall not render the Consultant
as an employee, partner, agent of, or joint venture partner with the
Company for any purpose. The Consultant is and shall remain an
independent contractor in her relationship to the Company. The Company
shall not be responsible for withholding taxes with respect to the
Consultant's compensation hereunder. Except as expressly provided in
the Separation Agreement, Consultant shall have no claim against the
Company hereunder or otherwise for vacation pay, sick leave,
retirement benefits, social security, worker's compensation, health or
disability benefits, unemployment insurance benefits, or employee
benefits of any kind.
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7. COMPLETENESS OF THIS AGREEMENT: This Agreement and the Separation
Agreement set forth the entire understanding of the parties relating
to the subject matter hereof, and supersede all prior agreements,
arrangements and understandings, written or oral, relating to such
subject matter. No representation, promise or inducement has been made
by either party that is not embodied in this Agreement or the
Separation Agreement, and neither party shall be bound by or liable
for any alleged representation, promise or inducement not so set
forth.
8. AMENDMENTS TO THIS AGREEMENT: No amendment, change or modification of
this Agreement shall be valid unless in writing signed by the parties
hereto.
9. NOTICES: Any and all notices, demands, or other communications
required or desired to be given hereunder by any party shall be in
writing and shall be validly given or made to another party if
personally served, or if deposited in the United States mail,
certified or registered, postage prepaid, return receipt requested. If
such notice of demand is served personally, notice shall be deemed
constructively made at the time of such personal service. If such
notice, demand or other communication is given by mail, such notice
shall be conclusively deemed given five days after deposit thereof in
the Untied States mail addressed to the party to whom such notice,
demand or other communication is to be given as follows:
If to the Consultant: Xxxxx Xxxxxxx
00000 Xxxxx Xxxxx Xxxxx
Xxxxxxx Xxxx, XX 00000
If to the Company: General Counsel
UTi, Services, Inc.
00000 X. Xxxxxx Xxx, Xxxxx 000
Xxxxxx Xxxxxxxxx, XX 00000
10. GOVERNING LAW: The laws of the state of California shall govern the
validity of this Agreement, the construction of its terms and the
interpretation of the rights and duties of the parties hereto.
11. INSIDE INFORMATION -- SECURITIES LAWS VIOLATIONS. In the course of the
performance of Consultant's duties, it is expected that Consultant
will receive information that is considered material inside
information within the meaning and intent of the federal securities
laws, rules, and regulations. Consultant will not disclose this
information directly or indirectly for Consultant or as a basis for
advice to any other party concerning any decision to buy, sell, or
otherwise deal in the Company's securities or those of any of the
Company's affiliated companies.
12. DISPUTE RESOLUTION: Any dispute regarding the validity or terms of
this Agreement shall be resolved by an arbitrator selected in
accordance with the employment rules of JAMS in Los Angeles County,
California as the exclusive
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remedy for any such dispute, and in lieu of any court action, which is
hereby waived. The only exception is a claim by either party for
injunctive relief pending arbitration.
13. ASSIGNMENT: The Consultant shall not assign any of her rights under
this Agreement or delegate the performance of any of her duties
hereunder without the prior written consent of the Company.
14. SEVERABILITY: If any provision of this Agreement is declared void, or
otherwise unenforceable, such provision shall be deemed to have been
severed from this Agreement which shall otherwise remain in full force
and effect.
15. RIGHTS AND OBLIGATIONS: This Agreement shall be binding upon and inure
to the successors, heirs and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized officers and to be effective as of the date hereof.
Consultant UTi, Services, Inc.
/s/ Xxxxx Xxxxxxx By: /s/ Xxxxx X'Xxxxx
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Its: Global General Counsel
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Exhibit 1
General consulting and transitional services relating to the UTi Group's global
IT infrastructure, systems and related matters as and when requested by the
Chief Executive Officer of UTi Worldwide Inc.
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