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Major General Winston P. Wilson,
USAF (Ret.)

Page 5

September 23, 1975

8.

ASSIGNMENT:

(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.
(d) Your failure to comply with or your breach of any covenant,

obligation or condition herein snall give the Company the
immediate right to terminate this Agreement without further
liability or obligation on its benaii.

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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
USAF (Ret.)

Page 6

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.

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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.

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(a)

You are to act as a consultant and advisor to the Company in
support of Northrop's marketing activities, particularly with
respect to the technical and business potentials of the Company's
products and services, 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
wiii noi invoive lij 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 Governtent. 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. J. V. Holcombe, Northrop's Vice President and Manager,
Eastern Regional Office, or his de: ignee. It is understood,
however, that you wiil devoce a minimum of at least the equiva-
lent of one (?! day per week in our interest during the term of
this Agreement.

(c)

In connection with your duties performed under this Agreement,
you will provide Mr. Holcombe with a monthly written report in
a form saiisfactory to him indicating the nature of the services
performed in the Company's interest for the previous month.

Mr. S. W. Towle, Jr.
January 13, 1976
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(d)

Your consulting and advisory work may involve access to technical
and planning information and data which is considered proprietary
to the Company and is of a confidential nature. You will consider
all such information or data as the property of the Company,
confidential in character and of a proprietary nature, and you
agree that you will not disclose such information or data to
third parties at any time without prior written consent of the
Company.

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Your relationship to the Company shall be that of an independent con-
tractor 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.

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This Agreement shall be erfective as of January 10, 1976 and
shall remain in effect for a period of one (1) year to and
including January 9, 1977.

(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) cays' 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 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.

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(a)

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.

(b)

In addition, tiie Coinpany will reimburse you for all business
expenses, including travel expenses, incurred by you directly

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