Exhibit 10.36
CONSULTING AGREEMENT
This Consulting Agreement, effective February 1, 2003, between Xxxxxxx X.
Xxxxx ("Consultant") and NiSource Corporate Services Company ("the Company"),
provides as follows:
1. Services. Beginning on February 1, 2003, the Company retains
Consultant to provide certain services as an independent contractor, as
requested by the Chairman or the Chief Operating Officer. Such services may
include but are not limited to assistance with the review of strategic
initiatives for the Company and assistance as requested in the preparation for
and/or defense of any litigation in which the Company is involved.
2. Compensation. As compensation for services, the Company will pay a
retainer fee of $5000 per month to Consultant. If Consultant is required to
provide services to the Company on more than five days in any month, he will
receive an additional payment of $1000 per day for each day over five and under
twelve in which he works for more than four hours on a Company assignment. If
Consultant is required to provide services to the Company on more than twelve
days in any month, he will receive an additional payment of $1500 per day for
each day over twelve in which he works for more than four hours on a Company
assignment.
3. Expenses. The Company shall reimburse Consultant for reasonable
travel, lodging and other expenses incurred in completing his assignments,
provided such expenses have been authorized in writing by the Company.
4. Other Conditions. Consultant is not obligated to work any particular
time schedule and Consultant is free to perform services for others, provided,
however, that such services do not interfere with Consultant's obligation to
meet all reasonable deadlines with respect to the progress of the tasks
assigned hereunder. Consultant shall have no authority over any employee or
officer of the Company nor shall the Company be required in any manner to
implement any plans or suggestions Consultant may provide.
5. Term. This Consulting Agreement shall commence on February 1, 2003
and shall continue through December 31, 2003 and may be continued as agreed by
the parties thereafter, provided, however, that this Consulting Agreement may
be terminated at any time, with or without cause, by either party giving at
least thirty days written notice to the other party or as otherwise set forth
in Paragraphs 8 and 10 hereof. Consultant agrees that his obligation regarding
confidential information in Paragraph 6 shall survive the termination of the
Consulting Agreement.
6. Confidentiality. Consultant agrees to hold all information obtained
pursuant to this Consulting Agreement as confidential. Consultant agrees not to
disclose such confidential information to any party other than the Company
without the advance written consent of the Company except pursuant to subpoena
or order of court.
7. Independent Contractor. In all matters involved herein, Consultant
shall at all times be an independent contractor and the parties hereto do not
intend to enter into and are not entering into any other or different
relationship and nothing in this Consulting Agreement shall be construed as
creating the relationship of principal and agent, or employer and employee,
between the Company and Consultant. Consultant acknowledges that, with respect
to the services rendered under this Consulting Agreement: (a) he is not an
employee of the Company; and (b) he is not to receive and is not entitled to
receive any benefits associated with being an employee of the Company. The
obligation of Consultant to the Company hereunder shall be only to accomplish
the final result for which his services are intended and the Company reserves no
right to direct or control the method in which the services of Consultant are to
be performed.
8. Personal Nature of Agreement: This Consulting Agreement is personal in
nature and shall terminate upon the death, incapacity or inability of
Consultant which substantially affects his ability to perform the services
contemplated hereunder. Neither this Consulting Agreement nor any duties or
obligations hereunder shall be assignable or subcontracted by Consultant
without the prior written consent of the Company.
9. Definition of Company. The term "Company" as used herein shall
include NiSource Corporate Services Company, its parents and affiliates.
10. Breach or Injurious Conduct. The Company has the right to terminate
this Consulting Agreement at any time without notice if (a) Consultant breaches
any provision of this Consulting Agreement; or (b) Consultant engages in conduct
which in the judgment of the Chief Operating Officer or the Executive Vice
President for Human Resources and Communications causes material damage to the
Company.
11. Notice. Any notice required under this Agreement shall be sent to the
Company at: NiSource Corporate Services Company, 000 X. 00xx Xxxxxx,
Xxxxxxxxxxxx, XX 00000 and to Xxxxxxx Xxxxx at: 000 Xxxx Xxxxxx Xxxxx,
Xxxxxxxxxx, XX 00000.
12. Enforceability. If any action at law or in equity is brought to enforce
or interpret the provisions of this Consulting Agreement, the prevailing party
shall be entitled to reasonable attorneys' fees in addition to any other relief
to which he or it may be entitled. The validity of this Consulting Agreement and
any of its terms and provisions, as well as the rights and duties of the parties
hereunder, shall be governed by the laws of the State of Indiana.
13. Severability. In case any one or more of the provisions of this
Consulting Agreement shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision hereof, and this Consulting Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.
14. Complete Agreement. This Consulting Agreement represents the complete
Consulting Agreement between the Company and Consultant concerning the subject
matter hereof, and supersedes all prior agreements or understandings between
the parties, written or
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oral, as to the subject matter hereof. No attempted modification or waiver of
any provisions of this Consulting Agreement shall be binding on either party
unless in writing and signed by both Consultant and Company.
15. Indemnity. To the fullest extent permitted by law, Consultant shall
indemnify and hold harmless the Company against all claims, damages, losses
(including but not limited to the loss of use of property) and expenses
(including but not limited to reasonable attorneys' fees) arising out of or
resulting from the performance of or failure to perform consulting services
covered by this Consulting Agreement caused in whole or in part by any negligent
or willful act or omission of Consultant. To the fullest extent permitted by
law, NiSource shall indemnify and hold harmless the Consultant against all
claims, damages, losses (including but not limited to the loss of use of
property) and expenses (including but not limited to reasonable attorneys' fees)
arising out of or resulting from the performance by Consultant of consulting
services covered by this Consulting Agreement caused in whole or in part by any
negligent or willful act or omission of Consultant.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year set forth below.
NiSource Corporate Services Company Xxxxxxx X. Xxxxx
By: /s/ S. La Xxxxx Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
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Dated: February 5, 2003 Dated: February 5, 2003
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