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Major General Winston P. Wilson,
September 23, 1975
(a) This Agreement and all rights, benefits, duties and performance
obligations herein contained shall not be assigned or otherwise transferred in any manner whatsoever to third parties without first obtaining the written approval of the Company.
(b) You further agree not to utilize or employ third parties in
connection with your performance under this Agreement without identifying all such persons to the Company in writing and first obtaining its written consent. You also agree that no payments shall be made to any such third parties unless, in each case,
such payments are authorized in advance by the Company in writing. (c) It is further understood and agreed that you will not employ,
retain or utilize any public officials, eitrier directly or indirectly, in the performance of your duties under this Agree
ment, or otherwise.
obligation or condition herein snall give the Company the
You represent and covenant that you have not refunded and will not refund, other than for a proper corporate purpose, either directly or indirectly; any Company funds to any director, officer or other representative of the Company (or any subsidiary controlled by the Company) or to such persons' family. Further, you represent and covenant that you have not and will not make any payments from the funds received under this Agreement that are illegal under the applicable law. If this Agreement is extended for more than one (1) year, you agree that on each anniversary date you will furnish the Company with a written representation and covenant covering the matters specified above.
13. ENTIRE AGREEMENT:
This Agreement supersedes any prior agreements or understandings between the parties with respect to the subject matter hereof and shall not be varied, amended or supplemented except by an instrument in writing of even date hereof or subsequent hereto executed by both parties.
Major General Winston P. Wilson
September 23, 1975
If the foregoing terms are acceptable to you, please sign and return the original and three (3) copies of this letter to the undersigned.
Your Consulting Agreement with worthrop Corporation (the "Company") expired on January 9, 1075. We would like to continue this arrangement, and there. fore, propose the following terms for your consideration.
You are to act as a consultant and advisor to the Company in
The times when and places where your services will be performed
In connection with your duties performed under this Agreement,
Mr. S. W. Towle, Jr.
Your consulting and advisory work may involve access to technical
Your relationship to the Company shall be that of an independent con-
This Agreement shall be erfective as of January 10, 1976 and
Notwithstanding any other provision of this Agreement to the contrary, this Agreement may be terminated by either party upon the giving of thirty (30) cays' written notice to the other party in which event this Agreement shall be cancelled.
Neither party shall have any further liability or obligation to the other subsequent to any termination of this Agreement except for those amounts previously due in accordance with the terms of this Agreemeiit, however, you agree not to disclose to third parties any proprietary or confidential information, or other data of the Company, either written or oral, to which you had access or which may have come to your attention.
As consideration for the performance of your duties under this Agreement, the Company will pay you a fee of One Thousand Dollars ($1,000) per month, to be said to you automatically and without necessity of your submitting invoices for your consulting and advisory services.
In addition, tiie Coinpany will reimburse you for all business