EXHIBIT 10.6
CONSULTANT'S AGREEMENT
AGREEMENT made this 1st day of April, 1994, between
MERCER MUTUAL INSURANCE COMPANY AND MERCER INSURANCE COMPANY,
with offices at 00 Xxxxx Xxxxxxx 00, Xxxxxxxxxx, XX 00000
(the"Companies") and XXXXXX X. XXXXX, residing at 00 Xxxxxxx
Xxxxxx Xxxx, Xxxxxxxxxx, XX 00000 ("Consultant").
WITNESSETH:
WHEREAS, the Companies desire that Xxxxxx X. Xxxxx act
as a consultant to the Companies; and
WHEREAS, Xxxxxx X. Xxxxx has agreed to become a
Consultant to the Companies;
NOW, THEREFORE, in consideration of the promises and
mutual covenants herein set forth and made and to be performed by
the parties hereto, it is covenanted and agreed as follows:
1. Term of Consultancy: The term of this Agreement
shall commence on April 1, 1994 and shall be subject to annual
renewal by the Companies.
2. Compensation: In consideration for entering into
this Agreement and for all services rendered and to be rendered
by the Consultant under the terms of this Agreement, the
Companies shall set an annual Consultant's fee as of April 1st
each year to be payable in monthly installments on the date of
the regular monthly Board meeting.
3. Duties: During the term of this Agreement the
Consultant shall undertake such duties and assignments as the
Companies and the Consultant deem appropriate including but not
limited to agency development, marketing, public relations and
reports to management.
4. Confidential Information: Consultant agrees that
any information received by Consultant in the course of his
duties and assignments hereunder will be treated by the
Consultant in full confidence and will not be revealed to any
other persons, firms or organizations.
5. Independent Contractor: Both the Companies and
the Consultant agree that the Consultant will act as an
independent contractor in the performance of his duties under
this Agreement. Accordingly, the Consultant shall be responsible
for payment of all taxes including Federal, State and Local taxes
arising out of the Consultant's activities in accordance with
this contract, including by way of illustration but not
limitation, Federal and State income tax, Social Security tax,
unemployment insurance taxes, and any other taxes or business
license fees as required.
6. Sale or Merger of the Companies: In the event of
any consolidation or merger of the Companies into or with another
firm or corporation, or the sale of all or substantially all of
the assets of the Companies to another firm or corporation, this
Agreement shall become null and void.
7. Expenses: In the event that the Consultant incurs
out-of-pocket expenses in connection with the performance by him
of consulting service to the Companies, the Companies will
reimburse the Consultant for such expenses; provided such
expenses are reasonable.
8. Other Agreements: The Consultant and the
Companies expressly covenant that this Agreement does not
conflict with any other agreement or contract between them and
any other entity and that there are no restrictions, contractual
or otherwise, upon the ability of the Consultant and the
Companies, to fulfill the terms of this Agreement.
9. Notice: Any and all notices required or permitted
to be given under the terms of this Agreement shall be sufficient
if in writing and forwarded to the parties hereto at the
addresses set forth herein by prepaid certified mail, as follows:
If to the Companies - Mercer Mutual Insurance Company, 00 Xxxxx
Xxxxxxx 00, Xxxxxxxxxx, XX 00000, and Mercer Insurance Company,
00 Xxxxx Xxxxxxx 00, Xxxxxxxxxx, XX 00000; if to the
Consultant - Xxxxxx X. Xxxxx, 00 Xxxxxxx Xxxxxx Xxxx, Xxxxxxxxxx,
XX 00000.
10. Assignment of Interest: To the extent that the
obligations provided for herein require the personal performance
of the Consultant, the Consultant's rights, interests and
obligations as provided herein may not be assigned.
11. Modification of Agreement: This Agreement
contains the entire agreement between the parties and supersedes
any and all other agreements, written or oral, express or
implied, pertaining to the subject matter hereof. It may not be
changed orally, but only by written instruments signed by the
party against whom enforcement of any waiver, change,
modification or discharge is sought.
12. Governing Law: This Agreement shall be construed
and governed in all respects in accordance with the laws of the
State of New Jersey.
ATTEST: MERCER MUTUAL INSURANCE COMPANY
Seal
/s/ Xxxxxx X. Xxxx /s/ Xxxxxxx X. Xxx Xxx
Xxxxxx X. Xxxx Xxxxxxx X. Xxx Xxx
Secretary Chairman of the Board
ATTEST: XXXXXX INSURANCE COMPANY
Seal
/s/ Xxxxxx X. Xxxx /s/ Xxxxxxx X. Xxx Xxx
Xxxxxx X. Xxxx Xxxxxxx X. Xxx Xxx
Secretary Chairman of the Board
WITNESSETH:
/s/ Xxxxxxx X. Xxxx /s/ Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxx Xxxxxx X. Xxxxx
