EXHIBIT 10.1
CONSULTING AGREEMENT
This Agreement, dated as of August 24, 2001, by and between
ORBITAL SCIENCES CORPORATION ("Orbital"), a Delaware corporation, with its
principal place of business located at 00000 Xxxxxxxx Xxxxxxxxx, Xxxxxx,
Xxxxxxxx, 00000 and Xxxxxxx Xxxxxxx (the "Consultant"), an individual, Social
Security number ###-##-#### whose address is 00000 Xxxxxxx Xxx, Xxx Xxxx, XX
00000.
W I T N E S S E T H:
WHEREAS, the Consultant has expertise in particular areas
relevant to Orbital's business;
WHEREAS, the Consultant desires to provide services to Orbital
that draw upon such expertise; and
WHEREAS, Orbital desires to employ the Consultant to render
advice and other services to Orbital that draw upon the Consultant's expertise;
NOW THEREFORE, in consideration of the mutual promises and
covenants herein contained, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and intending to be
legally bound hereby, the parties hereto agree as follows:
ARTICLE I - SCOPE
(1) The Consultant shall furnish professional consulting services and
advice to Orbital at such times as are mutually agreeable to the parties. Such
services shall be performed with the authorization of and under the direction of
an authorized representative of Orbital. All such services shall be furnished at
the offices of Orbital or at such other places as may be directed. The services
that shall be performed by the Consultant are set forth in Exhibit A hereto, as
it may be modified from time to time.
(2) The Consultant verifies that he is an independent contractor and
will be required to invoice Orbital on appropriate business letterhead. As an
independent contractor, the Consultant is not an employee of Orbital. Therefore,
the Consultant is not subject to the provisions of Orbital's employee relations
policy and is not entitled to the benefits thereunder.
ARTICLE II - TERM
This Agreement shall commence on the date set forth above and
shall continue for a period of twelve (12) months unless terminated by one of
the parties in accordance with Article VI.
ARTICLE III - CONSIDERATION
(1) Subject to the terms and conditions of this Agreement, Orbital, as
compensation for services rendered under this Agreement by the Consultant for
Orbital, shall pay the Consultant at a rate of One Hundred Thirty Four Dollars
and Sixty Two Cents ($134.62) per hour. Consultant shall provide without charge
responses to such reasonable, brief inquiries relating to his former areas of
responsibility as would ordinarily be made in connection with an orderly
transition following the departure of a member of senior management.
(2) The Consultant shall have no authority to purchase goods or
services for or on behalf of Orbital under the terms of this agreement.
ARTICLE IV - INVOICING
The Consultant shall present an invoice for professional
services detailing the time spent and the services rendered, referencing charge
number 4600-809 and Consulting Agreement number CA0112 on the invoice. Payment
terms shall be net thirty (30) days from the date of receipt of an invoice
submitted by the Consultant; however, no interest shall be charged on invoices
not paid within such thirty (30) day period.
All invoices shall include the Consultant's taxpayer
identification number and shall be directed to:
Orbital Sciences Corporation
Attention: Accounts Payable
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxx, XX 00000
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ARTICLE V - DRAWINGS, RECORDS AND OTHER DATA
All drawings, designs, specifications, data and other
memoranda or records of value prepared by, or otherwise under the control of,
the Consultant, in connection with work performed hereunder, shall be and remain
the property of Orbital.
ARTICLE VI - TERMINATION
Orbital or the Consultant may, at any time, by giving the
other party ten (10) days' notice in writing, terminate this Agreement. This
Agreement may also be terminated immediately upon any breach of its terms by
either party. In the event of termination, Orbital shall be subject to no
liability, except to pay the Consultant for services up to and including the
date of termination. The provisions contained in Articles V, VII, VIII, IX and X
shall survive termination of the Agreement.
ARTICLE VII - PATENTS AND COPYRIGHTS; PROPRIETARY RIGHTS
The Consultant hereby irrevocably assigns to Orbital all
right, title and interest in and to all inventions and discoveries, whether or
not patentable and whether or not reduced to practice, and all other work
product of any nature, whether or not copyrightable, made, conceived or authored
by the Consultant in the course of performing the Services or any other work
under this Agreement and all tangible embodiments of the foregoing ("Work
Product") and all patents, copyrights, trademarks, trade secrets and all other
intellectual property rights therein and any extensions and renewals thereof.
The Consultant shall promptly furnish Orbital with complete information with
respect to all Work Product whenever made, conceived or authored by the
Consultant. All copyrightable Work Product created by the Consultant in the
course of performing the Services or any other work under this Agreement shall
be deemed to be a "work made for hire" in accordance with 17 U.S.C. Section 101
belonging exclusively to Orbital. Orbital shall have the exclusive right to
obtain and hold solely in its own name all patents, copyright, registrations,
trademark registrations, trade secrets and other such protection for the Work
Product as may be appropriate to the subject matter, and any extensions or
renewals thereof. The Consultant shall provide Orbital, and any person
designated by Orbital, all reasonably necessary cooperation in connection with
Orbital's perfection of its patent, trademark, copyright, trade secret and other
rights in the Work Product and Orbital's ownership thereof, including without
limitation signing all documents reasonably requested by Orbital both before and
after the termination of this Agreement.
ARTICLE VIII - COMPLIANCE
The Consultant shall comply with all Xxxx Amendment reporting
and charging requirements and shall, in connection with each invoice, separately
report and charge all activities subject to such Xxxx Amendment requirements.
The Consultant shall also comply with
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the Procurement Integrity requirements contained in the Federal Procurement
Policy Act, 41 U.S.C. Section 423.
ARTICLE IX - PROTECTION OF PROPRIETARY INFORMATION
The Consultant shall not disclose any Proprietary Information
to any third party except with the express written consent of Orbital. The
Consultant shall sign a full Non-Disclosure Agreement (See Exhibit B) prior to
commencement of work.
ARTICLE X - GOVERNING LAW
This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia.
ARTICLE XI - ASSIGNMENT
This Agreement and the rights and obligations of the parties
hereunder shall not be assigned by either party without the prior written
consent of the other.
ARTICLE XII - SEVERABILITY
If any provision of this Agreement, or the application
thereof, shall, for any reason and to any extent, be invalid or unenforceable,
the remainder of this Agreement and the application of such provisions to other
persons or circumstances shall not be affected thereby, but rather shall be
enforced to the maximum extent permissible under applicable law.
ARTICLE XIII - CITIZENSHIP OF CONSULTANT
The Consultant, by signature to this Agreement, affirms and
certifies to Orbital that (xxxx one):
(X) The Consultant is a citizen of the United States of America.
( ) The Consultant is not a citizen of the United States of
America. Set forth below is the Consultant's country of
citizenship and his/her immigration number (if applicable).
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All individuals reporting for work at Orbital facilities will
be required to provide either proof of U.S. citizenship or a copy of this
contract with the individual listed as a non-U.S. citizen.
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ARTICLE XIV - DESIGNATION OF ORBITAL AUTHORIZED REPRESENTATIVES
The representative of Orbital authorized to direct the
Consultant (as referred to in Article I) is: Xxxxx X. Xxxxxxxx.
ARTICLE XV - INSURANCE
Workers Compensation Insurance Waiver Agreement for sole proprietors (without
employees): This waiver agreement is executed by the Consultant for the duration
of this Agreement if space is checked below.
(X) Consultant acknowledges that he/she is an independent contractor
and not an employee of Orbital Sciences Corporation. Consultant
further acknowledges that Workers Compensation insurance is either not
available or is elective as respects sole proprietors in Consultant's
state of domicile. Consultant has elected not to carry Workers
Compensation insurance on himself or herself and, therefore,
self-insures this exposure.
IN WITNESS WHEREOF, each of the parties of this Agreement has
caused this Agreement to be signed in its name and on its behalf by its
representative thereunto duly authorized as of the day and year first above
written.
ORBITAL SCIENCES CORPORATION XXXXXXX XXXXXXX
By By:
----------------------------- ------------------------------
Xxxxx X. Xxxxxx Xxxxxxx Xxxxxxx
Senior Director, Human Resources
Date Date:
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EXHIBIT A
Services to be Performed by the Consultant
General consulting services at the rate of 134.62 per hour.
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