DATED 13th FEBRUARY 0000
X X X X X X X:
IMO INDUSTRIES INC
- and -
XXXXX XXXXX
CONSULTANCY AGREEMENT
THIS AGREEMENT is made the 13th day of February 0000
X X X X X X N :
(1) IMO INDUSTRIES INC of 0000 Xxxxx Xxxxx,
Xxxxxxxxxxxxx, XX 00000.0000, XXX ("the
Company"); and
(2) XXXXX XXXXX of "The Hyde", Xxxxxxxxxxxx
Xxxx, Xxxxxxxxx, Xxxxxxxxxxx, Xxxxx XX0 0XX
("the Consultant")
RECITALS:
WHEREAS the Company has approved the terms of this Agreement
under which the Consultant is to provide his services as an
independent contractor to the Company and/or its Associated
Companies.
IT IS AGREED as follows:
1. Appointment
The Company confirms the appointment of the Consultant to
provide consultancy services to the Company or any Associated
Company. The Consultant accepts such appointment.
2. Term
2.1 The appointment hereunder commenced on 1 January 1997
and will continue for a period of three months
thereafter expiring on 31 March 1997, subject to earlier
termination at any time in accordance with Clause 8
below or to possible extension pursuant to Clause 2.2
below.
2.2 The parties may by mutual agreement in writing made no
later than 28 February 1997 extend the Agreement for a
further term of three months commencing 1 April 1997,
and, if applicable, may thereafter by mutual agreement
in writing made no later than the end of the second
month of each subsequent three months period extend the
Agreement for further term(s) of three months, again
subject always to earlier termination at any time in
accordance with Clause 8 below.
3. Services to be provided by the Consultant
3.1 The Consultant will provide the Company or any
Associated Company as directed with such consultancy
services in connection with the business affairs of the
Company or any Associated Company (including in
particular, but not limited to IMO Industries (UK)
Limited and Roltra-Xxxxx SpA) as may reasonably be
requested ("the Services"). In this regard the
Consultant will receive instructions from and liaise
directly with the Chairman and CEO of the Company and/or
his authorised representative(s).
3.2 The Consultant will provide the Services on dates and at
times to be mutually agreed between the parties. The
Consultant will only be required to perform the Services
on average for one day per week. Whilst this does not
impose any corresponding obligation on the Company to
request a minimum amount of services from the
Consultant, it shall be for the Consultant to decide
whether he can devote additional time to this
consultancy having regard to his other commitments.
3.3 The Consultant shall have the use of office and
secretarial support facilities at the Basildon premises
of Xxxxx Controls Ltd in connection with the provision
of the Services under this Agreement.
3.4 Subject to the Consultant's due compliance with the
terms of this Agreement, he shall be free to provide his
services to or accept employment with any other person,
firm, company or organisation, provided that he shall
not either directly or indirectly be or become involved
(whether as shareholder, director, employee,
sub-contractor, partner, consultant, proprietor, agent
or otherwise) in any business which is in competition
with any business carried on concurrently by the Company
or any Associated Company or which could otherwise have
a prejudicial effect on any such business. This shall
not however prevent the Consultant from being a holder
for investment purposes of not more than 5 per cent of
any class of issued shares of any company listed on a
recognised Stock Exchange.
4. Fees and Expenses
4.1 In consideration for the Services provided in accordance
with Clause 3 above, the Company shall pay the
Consultant a fee of 1,000 (One Thousand Pounds) per complete
day worked, and, pro rata per part of a day worked, subject
to the receipt of properly drawn invoices referred to in Clause
4.3 below.
4.2 The Consultant shall also be reimbursed by the Company
(against receipts or other satisfactory evidence) for
reasonable business expenses properly incurred in
providing the Services and approved in advance on behalf
of the Company.
4.3 The Consultant shall commencing February 1997 furnish
the Company on a monthly in arrears basis with invoices
for fees due in respect of the Services supplied by him
during the previous month.
4.4 The aforesaid fees shall be exclusive of any Value Added
Tax which may be payable in connection with the supply
of the Services by the Consultant. The Consultant
shall, if applicable, notify the Company of his
registration for VAT and provide VAT invoices in respect
of the Services.
4.5 The Consultant shall not be entitled to any fees or
other payments from the Company or any Associated
Company save as expressly stated in Clauses 4.1 and 4.2
above.
5. Relationship between the Parties
5.1 The relationship of the Consultant to the Company shall
be that of an independent contractor. At no time shall
the Consultant hold himself out as being an officer or
employee of the Company or any Associated Company.
5.2 Save as expressly specified in writing, the Consultant
shall not hold himself out as the agent of the Company
or any Associated Company and he shall not have any
authority to conclude contracts on behalf of the Company
or any Associated Company.
5.3 The Consultant shall be wholly responsible for all
taxes, national insurance or other contributions levied
which may be payable out of, or as a result of the
receipt of, any fees or other monies paid or payable
hereunder. The Consultant accordingly hereby
indemnifies and agrees to hold the Company and its
Associated Companies harmless against all costs, claims,
expenses or proceedings arising out of or in connection
with such payments.
5.4 The Consultant further indemnifies the Company and its
Associated Companies against any damage, injury or loss
which the Company or any Associated Company may suffer,
or any other claim that may be made against the Company
or any Associated Company, arising from any act or
omission of the Consultant while providing the Services
hereunder.
6. Confidentiality
6.1 The Consultant shall neither during his appointment
under this Agreement (except in the proper performance
of the Services) nor at any time (without limit) after
its termination, howsoever arising, directly or
indirectly:
6.1.1 use for his own purposes or those of any
other person, firm, company or other organisation
whatsoever, or
6.1.2 disclose to any person, firm, company or
other organisation whatsoever, any trade secrets or
confidential information relating or belonging to
the Company or any Associated Company, including but
not limited to any such information relating to
customers, customer lists or requirements, price lists
or pricing structures, marketing and sales information
or policies or plans, past and proposed business plans
or dealings or transactions, officers, employees or
consultants, financial information dealings and plans,
designs, formulae, product lines, research activities,
any document marked 'Confidential', or any information
which the Consultant has been told is confidential or
which he might reasonably expect the Company would
regard as confidential, including any information which
has been given to the Company or any Associated Company
in confidence by customers, suppliers or any other persons.
6.2 The Consultant shall not at any time during the
continuance of his appointment (or thereafter) make any
notes or memoranda relating to any matter within the
scope of the Company's or any Associated Company's
business, dealings or affairs otherwise than for the
exclusive benefit of the Company or any Associated
Company.
6.3 The obligations contained in Clause 6.1 above shall
cease to apply to any information or knowledge which may
subsequently come into the public domain after the
termination of the Consultant's appointment, other than
by way of unauthorised disclosure.
7. Assignment of Services
The Consultant shall personally provide the Services hereunder
and may not assign or sub-contract the Services to any other
person, firm, company or organisation without the prior
written consent of the Company.
8. Termination
8.1 Notwithstanding any other provision hereof, the Company
shall be entitled to terminate this Agreement with
immediate effect if the Consultant should:
8.1.1 commit a serious breach of any of the
provisions of this Agreement; or
8.1.2 neglect or refuse to provide the Services;
or
8.1.3 act in any way which materially prejudices
the interests of the Company or any Associated
Company; or
8.1.4 become incapable of providing the Services
by reason of ill health or other incapacity
(whether accidental or otherwise) for a period in
excess of one month.
8.2 In the event of the lawful termination of this Agreement
the Company shall only be liable to the Consultant in
respect of fees and expenses due for the Services
provided up to the effective date of termination.
8.3 On the termination of this Agreement, the Consultant
shall deliver up to the Company, as and when directed,
all documents, papers, drawings, software, reports,
equipment and property of any kind belonging to the
Company or any Associated Company which may either be in
the Consultant's possession or under his control or
responsibility.
9. Miscellaneous
9.1 In this Agreement the expression "Associated Company"
shall mean any person, firm, company or other
organisation which the Company directly or indirectly
controls, or which directly or indirectly controls the
Company, or which is directly or indirectly controlled
by a third party, person, firm, company or other
organisation which also directly or indirectly controls
the Company.
9.2 This Agreement cancels and is in substitution for all
previous letters of appointment, agreements and
arrangements (whether oral or in writing) relating to
the appointment of the Consultant to provide consultancy
services to the Company, all of which shall be deemed to
have been terminated by mutual consent. This Agreement
constitutes the entire terms and conditions of the
Consultant's appointment.
9.3 The various provisions and sub-provisions of this
Agreement are severable and if any provision or
sub-provision or identifiable part thereof is held to be
invalid or unenforceable by any court of competent
jurisdiction then such invalidity or unenforceability
shall not affect the validity or enforceability of the
remaining provisions or sub-provisions or identifiable
parts thereof.
10. Governing Law
This Agreement and its performance shall be governed by
English law, and any dispute arising shall be subject to the
exclusive jurisdiction of the English courts.
AS WITNESS the hands of a duly authorised officer of the
Company and of the Consultant the day and year first above
written.
SIGNED by /s/ X.X. Xxxx
For and on behalf of
IMO INDUSTRIES INC
SIGNED by the said /s/ X. Xxxxx
XXXXX XXXXX