Enclosure (1) (6) Provide information assistance and advice to Divisions and Subsidiaries in the formulation of short and long range marketing plans. This is a day-to-day reactionary function which involves telephone and memorandum replies to requests in specific areas of interest which are often transitory or of recent development. This includ explanation of governmental or DOD organizational framework, description of functions performed by various activities of DOD, and other agencies, and the provision of recommended points of contact to obtain information on customer requirements. NORTHROP September 23, 1975 Major General Winston P. Wilson, USAF (Ret.) 4311 Loyola Avenue Alexandria, Virginia Dear General Wilson: Your Consulting Agreement with Northrop Corporation (the "Company") dated July 23, 1971, as amended, expired on August 31, 1975. We would like to continue this consulting arrangement, and therefore, propose the following terms for your consideration. 1. your te DUTIES: (a) You are to act as a consultant and advisor to the Company with respect to its relations with the Congress and related units of the Federal Government, and in such other fields within your special competence as may be specified from time to time by the Company. The specifics of the services to be provided by you are set forth in Exhibit 'A' attached hereto and made a part hereof. It is understood, however, that these duties will not involve (i) any negotiations with or the sale of material to the Government of the United States or any of its departments or agencies, or (ii) any transaction that you are prohibited from participating in by virtue of any law, rule or regulation of the United States Government relating to conflicts of interest as may be applicable to former personnel of the United States Government. Further, you agree to comply with all such laws, rules and regulations. In this connection, you will provide evidence periodically to the Company that all filings required by applicable conflict of interest laws and regulations have been made by you. (b) The times when and places where your services will be performed shall be determined by mutual agreement between yourself and Mr. James V. Holcombe, Northrop's Vice President and Manager, Corporate Eastern Regional Office, or his designee. (c) In connection with your duties performed under this Agreement, you will provide Mr. Holcombe with a monthly written report in a form satisfactory to him indicating the nature of the services performed in the Company's interest for the previous month. Major General Winston P. Wilson, Page 2 September 23, 1975 (d) Your consulting and advisory work may involve access to technical 2. STATUS: Your relationship to the Company shall be that of an independent contractor rendering professional services. You shall have no authority to execute contracts or make commitments on behalf of the Company. Nothing contained herein shall be deemed to create the relationship of employer and employee, or principal and agent, between you and the Company. 3. TERM: 4. (a) This Agreement shall be effective as of September 1, 1975, and shall remain in effect for a period of four (4) months to and including December 31, 1975. (b) Notwithstanding any other provision of this Agreement to the contrary, this Agreement may be terminated by either party upon the giving of thirty (30) days' written notice to the other party in which event this Agreement shall be cancelled. (c) Neither party shall have any further liability or obligation to the COMPENSATION: (a) As consideration for the performance of your duties under this (b) As consideration for your performance of this Agreement, the Լ Major General Winston P. Wilson, Page 3 September 23, 1975 (c) The Company will additionally reimburse you for transportation and hotel costs incurred by you for travel outside of the Washington, D. C. area where such travel is directly incident to the performance of your services under this Agreement, provided that all such travel expenses are approved in advance and in writing by Mr. Holcombe, and such expenses are reasonable in amount and are consistent with the Company's established policies and limitations pertaining to allowable expenses for its executives. (d) To receive payment of the additional fee as is provided for in Paragraph (b) above, you shall submit invoices monthly, as indicated above, to Mr. Holcombe, or his designee. Each invoice need only show the single total amount of your additional fee "The undersigned certifies that the payment requested Name However, if requested by Mr. Holcombe, you agree on such basis and at such times as he may request to furnish him with written itemizations of all such expenses. (e) To receive payment for any travel expenses you may incur as is provided for in Paragraph (c) above, you shall submit an invoice monthly, as indicated above, to Mr. Holcombe, or his designee. Each invoice submitted for travel expenses must be accompanied by expense receipts and shall set forth in detail the nature of the expenses and the date of its incurrence. Each such invoice shall contain the certification as is set forth in Paragraph (d). 5. PROPERTY RIGHTS: (a) You agree to relinquish to the Company any claim you may have to any information, ideas, devices, inventions, improvements, advice or data given to the Company by you in the course of the performance of your services hereunder. You shall not be entitled to a copyright in or to use any of the notes, memoranda, reports, findings or other data prepared by you in connection with your work hereunder. The original and all copies of such material shall become the sole and exclusive property of the Company. Major General Winston P. Wilson, 6. (b) You agree not to make any public or private disclosures concerning the work you will be performing under this Agreement, either during or following the term thereof, without the prior written approval of the Company. ADMINISTRATION: Any notice to be given by either party to the other in connection with this Agreement shall be in writing and, as applicable, addressed to: (a) In the course of performing services hereunder, you shall comply with all security requirements of the United States Government affecting the Company, and you agree not to engage in any services for which you do not have a proper security clearance. Additionally, you will neither act as a consultant nor as an employee for any other company concerning business matters covered by this Agreement that might give rise to a conflict of interests as determined by the Company in its sole discretion without discussing the proposed undertaking with Mr. Holcombe and first obtaining his written concurrence. (b) Further, you agree to comply with all applicable laws, rules, regulations and expressed public policies of the territory where your services are to be performed. As a part of this obligation, and without limitation, you agree that you will not take any action in connection with the performance of your services herein that would be illegal with these applicable laws, rules, regulations and policies, and in this regard you agree to indemnify and save the Company harmless from any and all liabilities as may be suffered by it as a consequence of your failure to comply with these undertakings. |