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Independent Contractor Agreement - Butterwings Inc. and Edmund C. Lipinski

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                        INDEPENDENT CONTRACTOR AGREEMENT


         THIS INDEPENDENT CONTRACTOR AGREEMENT is entered into as of the lst day
of August, 1995, by and between BUTTERWINGS,  INC., an Illinois corporation (the
"Company") and Edmund C. Lipinski ("Lipinski").

                                    RECITALS

A. The Company is engaged in the business of  restaurant  operations  in certain
areas of the United States,  including but not limited to the State of Wisconsin
and Southern California (collectively, the "Territory"); and

B. The Company, through its subsidiaries,  is a franchisee of Hooters of America
authorized to own and operate  Hooters  restaurants  in certain  portions of the
Territory; and

C.  Lipinski  has  experience  in the  construction  and  operation  of  Hooters
restaurants; and

D. The Company desires to retain the services of Lipinski,  and Lipinski desires
to be retained  by the  company,  as an  independent  contractor,  and not as an
employee, for the purposes of consulting with and advising the company regarding
the construction and operation of Hooters restaurants; and

E. In the course of its business, the Company has developed and will continue to
develop a considerable body of confidential and secret information in connection
with its business,  and in  connection  with the  performance  of his duties and
obligations  as  an  independent  contractor,   Lipinski  will  have  access  to
information  concerning the Company's business which Lipinski agrees is entitled
to protection;

NOW,  THEREFORE,  in consideration of the foregoing Recitals and mutual promises
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

          1.  Retention  of  Lipinski.  The  Company  hereby  agrees  to  retain
     Lipinski, as an independent contractor and not as an employee, for the term
     of this  Agreement,  and Lipinski hereby agrees to accept such retention by
     the Company.

          2. Appointment.

          (a)  The Company hereby appoints Lipinski as its non-exclusive  agent,
               to use his best efforts:

               (i)  to assist the  Company in  identifying  and  selecting  site
                    locations suitable for Hooters restaurants; and

               (ii) to assist the Company in constructing and developing Hooters
                    restaurants within the Territory.  In connection  therewith,
                    Lipinski  shall:  (a) make  recommendations  to the  Company
                    regarding the selection of architects  and suppliers and the
                    design  and  construction  of  the   restaurants;   and  (b)
                    supervise  and direct the  construction  process;  provided,
                    however,  that Lipinski  shall have no authority to bind the
                    company in the  absence of the written  authorization  of an
                    officer of the Company; and

               (iii)to  consult  with  and  advise  the  Company  regarding  the
                    operations of Hooters restaurants within the Territory; and

               (iv) to  perform  such other and  further  services  relating  to
                    restaurant  construction  and operation as the Company shall
                    direct.

          (b)  Such  services  shall be rendered by Lipinski at such  reasonable
               times and places as Lipinski shall determine;  provided, however,
               that  nothing  herein shall  require  Lipinski to devote his full
               time and attention to the performance of services hereunder.

3. Term.  Unless  earlier  terminated  as  hereinafter  provided  or pursuant to
Section 4 hereof,  the term of this Agreement  shall commence on the date hereof
and shall continue until the fifth anniversary of such date. Upon the expiration
of the term, the term of this Agreement may be continued by mutual  agreement of
the Company and Lipinski.

4.  Termination.  This agreement  shall terminate prior to the term specified in
Section 3 hereof:

          (a)  if either party hereto serves 30-day  advance  written  notice to
               the other party of its intent to terminate this Agreement (in the
               event this clause is exercised  by the Company,  such notice must
               be preceded by a vote of a majority of the Board of  Directors of
               the Company authorizing such notice); or

          (b)  at either party's election, for cause, which for purposes of this
               Agreement shall mean (i) the material  disregard or gross neglect
               by the other party of its duties and  obligations  hereunder;  or
               (ii)  the   breach   by  such   other   party  of  any   material
               representation, covenant or agreement contained in this Agreement
               and  applicable  to it and, in each case,  the  inability of such
               other party to cure the existence of such event specified in this
               Section  4(b)  within  ten days  after the  delivery  of  written
               notification thereof as provided in Section 11 hereof.

5.  Representations  and Warranties of the Company.  The Company  represents and
warrants to Lipinski as follows:

          (a)  The Company has the necessary power and authority to execute this
               Agreement and to perform the obligations imposed upon the Company
               and consummate the transactions contemplated hereby.

          (b)  The Company is a corporation  duly organized and validly existing
               under  the  laws of its  state  of  incorporation  and it is duly
               authorized  to execute this  Agreement  and to perform its duties
               and obligations hereunder.

          (c)  The  execution  of  this  Agreement  and the  performance  of the
               obligations   and   consummation  of  the   transactions   herein
               contemplated  will  not  result  in  a  material  breach  of,  or
               constitute a default under, any statute,  indenture,  mortgage or
               other  agreement or instrument to which the Company is a party or
               by which it is bound,  or any order,  rule or regulation  imposed
               upon the  Company  by any  court or  governmental  agency or body
               having  jurisdiction over it. The Company has no knowledge of any
               consent,  approval,  authorization or action that is required for
               the  execution  of  this  Agreement  and the  performance  of the
               obligations   and   consummation  of  the   transactions   herein
               contemplated and which has not been obtained.

6.  Representations  and Warranties of Lipinski.  L i p i n s k i represents and
warrants to the Company as follows:

          (a)  Lipinski has the  necessary  power and  authority to execute this
               Agreement  and to perform the  obligations  imposed upon Lipinski
               and consummate the transactions contemplated hereby.

          (b)  The  execution  of  this  Agreement  and the  performance  of the
               obligations   and   consummation  of  the   transactions   herein
               contemplated  will  not  result  in  a  material  breach  of,  or
               constitute a default under, any statute,  indenture,  mortgage or
               other  agreement or instrument to which Lipinski is a party or by
               which he is bound, or any order, rule or regulation  imposed upon
               Lipinski  by any  court or  governmental  agency  or body  having
               jurisdiction  over him. Lipinski has no knowledge of any consent,
               approval,  authorization  or  action  that  is  required  for the
               execution  of  this   Agreement  and  the   performance   of  the
               obligations   and   consummation  of  the   transactions   herein
               contemplated and which has not been obtained.

7. Compensation and Reimbursement.

          (a)  In  consideration  of the  services to be  performed  by Lipinski
               hereunder, the Company agrees to remit to Lipinski:

               (1)  the sum of  $8,333.33  per month,  payable in advance on the
                    first day of each month;

               (2)  the sum of $350.00 payable on the first day of each month;

               (3)  the  sum  of  $5,000.00  payable  upon  the  opening  of the
                    Company's fifth Hooters restaurant;

               (4)  the  sum  of  $5,000.00  payable  upon  the  opening  of the
                    Company's sixth Hooters restaurant.

          (b)  The Company's obligation to make any further payments to Lipinski
               pursuant to subsection  (a) hereof shall cease upon the effective
               date of termination of this Agreement.

          (c)  In addition to the payments  provided in  subsection  (a) hereof,
               the Company  shall  directly  pay or  reimburse  to Lipinski  any
               approved  expenses  of  travel,  lodging,  food,   telephone/fax,
               overnight delivery and other related expenses.

8.  Office and  Clerical  Services.  In  consideration  of payment of the sum of
$10.00,  receipt of which is hereby  acknowledged,  the  Company  shall  provide
Lipinski with office space and clerical, secretarial and administrative services
wherever the Company  maintains its corporate  headquarters for the term of this
Agreement.

9.  Covenants of Lipinski.  Lipinski  covenants and agrees with the Company that
Lipinski will:

          (a)  Protect as  confidential  and will not  disclose  (other  than in
               connection with Lipinski's  assigned duties or as the Company may
               consent  in  writing)  Proprietary  Information  (as  hereinafter
               defined).  In furtherance of such  obligation,  Lipinski will not
               divulge, copy, reveal, sell, license or otherwise make available,
               in whole or in part, any Proprietary  Information (as hereinafter
               defined) to any other person,  firm or corporation in any fashion
               whatsoever;  nor will Lipinski  appropriate any such  Proprietary
               Information  for  Lipinski's  own use personally or as a partner,
               agent,  shareholder,  independent  contractor  or employee of any
               person, firm or corporation.

          (b)  For purposes hereof,  the term  "Proprietary  Information"  shall
               mean all information, whenever developed, concerning the Company,
               including  financial data,  writings,  computer  software,  sales
               policies,   customer   information,    conceptions,   inventions,
               techniques,  trade secrets, sources of supplies,  know-how, plans
               and  programs  or  other   knowledge   that  is   proprietary  or
               confidential in nature and was or shall be directly or indirectly
               developed by the Company.

          (c)  Upon termination of this agreement for any reason,  Lipinski will
               immediately  return to the Company any  materials  in  Lipinski's
               possession  relating to the Proprietary  Information.  Lipinski's
               obligation  to  preserve  the   confidentiality   of  Proprietary
               Information  pursuant to Section 8(a) hereof shall continue for a
               period of two (2) years following termination of this agreement.

          (d)  The parties hereto  acknowledge that any breach of this Section 8
               of this Agreement will cause  significant and irreparable harm to
               the  Company  and its  relationship  with the  Issuer  and  other
               parties.  Accordingly,  in the event  Lipinski  shall breach this
               Section 8(a) (b) or (c), the Company shall have the right, in its
               discretion,  to seek an injunction against such acts, without any
               prior  notice to Lipinski  and/or to obtain  such  damages as are
               appropriate.

10. Indemnification.  Lipinski agrees to indemnify and hold harmless the Company
from  and  against  any and all  loss,  liability,  claim,  damage  and  expense
whatsoever  (including but not limited to reasonable  attorneys and  paralegals'
fees)  arising  out of or  resulting  from any  willful  and  knowing  breach by
Lipinski of this  Agreement.  The Company  agrees to indemnify and hold harmless
Lipinski from and against any and all loss, liability, claim, damage and expense
whatsoever  (including but not limited to reasonable  attorneys and  paralegals'
fees) arising out of or resulting from any authorized  actions taken by Lipinski
in the performance of this Agreement.

11.  Relationship of Parties.  Lipinski shall at all times act as an independent
contractor,   and  nothing  contained  herein  shall  be  deemed  to  create  an
employment,  partnership,  joint  venture  or agency  relationship  between  the
parties.  Lipinski  shall neither have nor claim any right arising from any such
relationship.

12. Notices.  All notices required or permitted to be given under this Agreement
shall be  sufficient if in writing and mailed  certified  mail,  return  receipt
requested, postage prepaid, addressed as follows:

If to the Company:    Butterwings, Inc.
                                    2345 Pembroke Avenue
                                    Hoffman Estates, IL 60195
                                    Attn:   Kenneth B. Drost

with a copy to:       Joel R. Schaider, Esq.
                                    Sachnoff & Weaver
                                    30 South Wacker Drive, Ste. 3000
                                    Chicago, IL 60606

If to Lipinski:       Edmund C. Lipinski
                                    2345 Pembroke Avenue
                                    Hoffman Estates, IL 60195

with a copy to:       Peter B. Shaeffer, Esq.
                                    135 South LaSalle Street
                                    Suite 1420
                                    Chicago, IL 60603

13. Construction.  This Agreement shall be governed by, subject to and construed
in accordance with the laws of Illinois.

14.  Severability.  If  any  portion  of  this  Agreement  is  held  invalid  or
unenforceable  by a  court  of  competent  jurisdiction,  then,  so  far  as  is
reasonable and possible (a) the remainder of this Agreement  shall be considered
valid and operative,  and (b) effect shall be given to the intent  manifested by
the portion held invalid or inoperative.

15.  Multiple  Counterparts.  This  Agreement  may be  executed in any number of
identical counterparts, each of which shall be deemed to be an original, but all
of which shall constitute,  collectively,  one and the same Agreement; provided,
however, in making proof of this Agreement, it shall not be necessary to produce
or account for more than one such  counterpart,  provided such  counterpart  has
been executed by the party to be charged with performance of the Agreement.

16.  Modification  of Amendment.  This  Agreement may not be modified or amended
except by written  agreement  executed by all the parties hereto and dated after
the date hereof.

17. Number and Gender of Words. Whenever the context so requires,  the masculine
shall  include the  feminine  and neuter,  and the  singular  shall  include the
plural, and conversely.

18.  Other  Instruments.  The parties  hereto  covenant and agree that they will
execute such other and further  instruments  and  documents as are or may become
necessary or convenient to effectuate and carry out this Agreement.

19.  Captions.  The captions used in this Agreement are for convenience only and
shall not be considered as part of this Agreement.

20.  Parties.  This  Agreement  shall be  binding  upon and inure  solely to the
benefit  of  the  parties  hereto,  and  their  respective   successors,   legal
representatives,  heirs  and  assigns,  and no  other  person  shall  have or be
construed  to have any legal or  equitable  right,  remedy or claim  under or in
respect to or by virtue of this  Agreement or any  provision  herein  contained.
Notwithstanding the foregoing,  no party shall assign its obligations and duties
hereunder without the written consent of the other party hereto.

21. Entire Agreement.  This Agreement contains the entire understanding  between
the  parties  and  supersedes  any  prior  understandings  or  written  or  oral
agreements between them respecting the subject matter hereof.

IN WITNESS WHEREOF,  the parties have duly executed this Agreement as of the day
and year written above.



BUTTERWINGS, INC.


By:
Authorized Officer





EDMUND C. LIPINSKI