CONSULTING AGREEMENT
THIS AGREEMENT, effective June 9, 1995, by and between Xxxxx
Xxxxxx Corporation incorporated in Delaware with offices at 00
Xxxxxx Xxxxxx, Xxx Xxxxxx, Xxxxxxxxxxx, X.X.X.
AND Xxxxxxx X. Xxxxxxxx, residing at Scarborough Manor, X.X.
Xxx 000, Xxxxxxxxxxx, Xxx Xxxx 00000 (Consultant).
WHEREAS, Consultant has developed substantial knowledge and
experience in Treasury, Accounting, Risk Management and Cash
Management operations, and
WHEREAS, Xxxxx Xxxxxx desires to receive the benefit of
Consultant's knowledge, experience and ability, and to retain
the services of Consultant, and
WHEREAS, Consultant desires to perform consulting services on
behalf of Xxxxx Corona.
NOW, THEREFORE, IN CONSIDERATION of the mutual promises
hereinafter set forth, the parties agree as follows:
1) Consulting Services
Consultant agrees to make himself available for advising
and consulting with Xxxxx Xxxxxx as mutually agreed.
2) Compensation
A) As full compensation for the services performed
under this agreement, Xxxxx Corona shall pay Consultant a
retainer of $10,000. Consultant shall invoice Xxxxx Xxxxxx at
the rate of $125.00 per hour for professional services
rendered to Xxxxx Corona. At the termination of the
Agreement, Consultant shall remit to Xxxxx Xxxxxx the unbilled
portion of the retainer.
Consultant shall receive a minimum of five hours
pay for each day his services are required. Consultant
acknowledges that Xxxxx Corona will not provide or pay for any
fringe benefits, holidays or vacation. Consultant further
acknowledges that Xxxxx Xxxxxx will not provide or pay for
expenses or travel time, time for travel between Consultant's
home or office and Xxxxx Corona's New Canaan headquarters, but
will pay for travel time and expenses for all other required
travel.
B) Xxxxx Xxxxxx will reimburse Consultant for all
reasonable and necessary expenses including travel expenses
incurred by Consultant in performance of the services rendered
under this agreement. No payment for expenses will be made
for expenses incurred without authorization in advance by
Xxxxxx Xxx Xxxxx or his designate, on behalf of Xxxxx Xxxxxx.
3) Place of Performance
Consultant shall perform services covered by this
agreement at such place or places as may be designed by Xxxxx
Corona during the terms of this agreement.
4) Duration of Agreement
This agreement may be terminated by either party by
providing thirty (30) days written notice.
5) Confidential Information
All information compiled, including written reports made
by Consultant as a result of this agreement shall be
considered the confidential and proprietary information of
Xxxxx Xxxxxx. Consultant agrees to take precautions to
safeguard and treat all information disclosed by Xxxxx Corona
as confidential. Consultant further agrees that he will not
at any time during the term of this agreement or thereafter,
communicate, divulge or disclose, for his own use or for the
use of others, this information or any other information of a
secret, confidential or proprietary character which Consultant
has or may acquire from Xxxxx Xxxxxx, its affiliates or its
employees until such time as such information becomes known to
others through no act of Consultant.
6) Right to Perform
Consultant represents that he is free, as a self-employed
independent contractor, to perform the services called for
hereby in the area defined and limited in accordance with the
terms of this agreement. Consultant agrees to pay all income,
social security and other taxes which may become due as a
result of being compensated pursuant to this agreement.
7) Construction of Agreement
This agreement encompasses the full understanding of the
parties and this agreement shall not be modified except by
written agreement signed by the parties. This agreement shall
be governed and interpreted under the laws of the State of
Connecticut, U.S.A.
8) Non-Competing Consulting
Consultant acknowledges that Xxxxx Corona will disclose
highly sensitive and confidential information to him during
the term of the agreement. Consultant hereby agrees that he
will not at any time during the term of the agreement or for
a period of one year after termination of the agreement
howsoever effective, consult with, advise, counsel or accept
a position as an employee with any competitor of Xxxxx Xxxxxx.
IN WITNESS WHEREOF, the parties have set their hand to
duplicates of this agreement.
Xxxxx Corona Corporation
By
