Mr. S. W. Towle, Jr.
January 13, 1976
Page Three.....

incident to the performance of your services under this Agreement,
(i) provided that all such expenses are submitted to and are
approved in writing by Mr. Holcombe, or his designee (prior to
your incurrence of such expenses if travel is involved); (ii) pro-
vided that your claims for such expenses are in accordance with
the Company's established policies and limitations pertaining to
allowable expenses and are documented pursuant to the procedures
applicable to the Company's employees; and (iii) provided further'
that if a Government official is involved, such expenses shall be
in strict compliance with the standards of conduct regulations
applicable to that official's organization, department or branch
of Government.

(c)
To receive reimbursement for authorized business expenses incurred
by you in performing under this Agreement, you must render an
invoice (in triplicate) for the approval of Mr. Holcombe, or his
designee, accompanied by original expense receipts for each item
of expense, which invoice must indicate the name of all persons
involved and their business relationship, the business purpose of
the expense, and date thereof. The names of the persons involved
may be omitted from an expense invoice only if the expense consti-
tutes a business conference, a business meal, minor participation
in a sporting activity, or minor participation at social, cultural
or sporting events; the expense in all cases is in compliance with
Paragraph (b) above; and the persons involved are not employees of
either the Department of Defense or NASA. Except as specifically
authorized by the preceding sentence, no expense shall be reimbursed
either with or without the names of the involved persons identified
in the expense invoice if the expense represents a gift, gratuity,
favor, or entertainment given to any public official, including
the providing of discounts, tickets, passes, transportation,
accommodations, recreation, hospitality, or any other items of a
tangible nature. Each expense invoice that is submitted for reim-
bursement shall contain a certification worded as follows signed
by you:

"The undersigned certifies that the payment requested
herein is correct and just, that the statement of ex-
penses incurred is true, that the expenditures comply
with the provisions of my consulting agreement, and
that payment therefor has not been received.

Name

PROPERTY RIGHTS:

5.

(a)

You agree to relinquish to the Company any claim you may have to any information, ideas, devices, inventions, improvements, advice

Mr. S. W. Towle, Jr.
January 13, 1976
Page Four....

6.

(b)

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.

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)

(b)

20016

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. Addition-
ally, 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 discus-
sing the proposed undertaking with Mr. Holcombe and first obtaining
his written concurrence.

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.

Hr. S. W. Towle, Jr.
January 13, 1976
Page Five.....

8.

9.

10.

ASSIGNMENT:

(a)

(b)

(c)

(d)

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.

You further agree not to utilize or employ third parties in con-
nection 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.

It is further understood and agreed that you will not employ, retain or utilize any public officials, either directly or indirectly, in the performance of your duties under this Agreement, or otherwise.

Your failure to comply with or your breach of any covenant, obligation or condition herein shall give the Company the immediate right to terminate this Agreement without further liability or obligation on its behalf.

REPRESENTATION:

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 tc 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.

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 here to executed by both parties.

If the foregoing terms are acceptable to you, please sign and return the original and three (3) copies of this letter to the undersigned.

EXHIBIT "A"

As a consultant, you will advise and consult with Mr. J. V. Holcombe, Northrop's Vice President and Manager, Eastern Regional Office.

You are to keep the Company informed of any significant information you encounter which could affect the successful outcome of marketing the products and services of the Company.

Specifically, you are to maintain contact with the florthrop customers in order to determine requirements or constraints that bear on the products and services customarily furnished by Northrop.

It will also be necessary for you to work closely with the Eastern Regional Office planning staff in order to maintain an overview of Northrop programs. In addition, you should be acquainted with the several divisions and subsidiary representatives located in the Eastern Regional Office and provide these people with specific information you may uncover that may help in marketing their products.

APPENDIX III C

Additional questions for the record and responses by Mr. Thomas Jones, Northrop Corporation.

Question 1. Has the corporation maintained, owned, leased, or used any other facilities at which officials of the Department of Defense or NASA were entertained? If so, please provide a list of such facilities, officials entertained, and expenses associated with such entertainment.

Answer. Other than those to which Mr. Jones referred in his testimony, Northrop has not had any facilities at which officials of the Department of Defense or NASA were entertained.

Question 2. Were Ward Dennis, Dan Darnell, or Welko Gasich reimbursed for any of their expenses incurred in connection with the Aspenosium? If so, please provide a record of all reimbursements to these individuals or other expenses associated with this activity. Was their participation in this organization encouraged as a matter of corporate policy? Did the company pay annual dues for these individual's membership in this organization? Did the company pay for the costs of any guests of this organization? Were these three gentlemen expected to charge their time at this meeting to annual leave?

Answer. The corporation paid the expenses of Mr. Dennis for 1973-75, Mr. Darnell for 1972–75, and Mr. Gasich for 1973. Relevant expense reports are submitted as an attachment. Participation was not encouraged as a matter of corporate policy. The corporation reimbursed Mr. Darnell for his annual dues in 1973 and 1974. The company paid no costs for any guests. There is no record that these individuals charged their time to annual leave.

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