Sample Business Contracts

Consulting Agreement - American Greetings Corp. and Pamela Linton

Sponsored Links

                              CONSULTING AGREEMENT

      THIS CONSULTING AGREEMENT ("Agreement") is made as of the 1st day of
March, 2005 between Pamela Linton ("Consultant") and American Greetings
Corporation, an Ohio corporation ("AG").

      WHEREAS, AG wishes to procure and Consultant has agreed to provide
services in connection with certain human resources matters; and

      WHEREAS, the parties now wish to memorialize their agreement by the
execution of this Agreement,

      NOW, THEREFORE, in consideration of their mutual promises, the parties
hereto agree as follows:

      1.    TERM OF AGREEMENT. AG will retain Consultant as an independent
            contractor to provide certain Services (as defined below) commencing
            on March 1, 2005. This Agreement will expire on February 28, 2008.
            Notwithstanding the foregoing, this Agreement will terminate upon
            Consultant's death or her incapacity. Nothing in this Agreement, as
            written or as implemented, is intended to create an
            employer-employee, master-servant, or principal-agent relationship
            between AG and Consultant.

      2.    PERFORMANCE OF SERVICES. Consultant shall: (a) assist in the design,
            development, and presentation of programs at imAGineU; (b) provide
            executive coaching; (c) assist in organizational design and
            development, and employee assessment and development projects; and
            (d) respond to inquiries from AG employees regarding Consultant's
            work while employed by AG ("Services"). Consultant shall produce
            meeting summaries, reports, and other documentation reasonably
            requested by AG with regard to the Services. Consultant shall
            provide the Services when determined by AG and mutually agreed on.
            AG, through its Chief Executive Officer or his/her designee, will
            select at least 30 days in each 12-month period, beginning March 1
            of each year of this Agreement, on which Consultant will provide
            Services. If AG fails to assign at least 30 days annually that are
            mutually agreed on, and as a result, Consultant cannot provide 30
            days of Services, Consultant shall be entitled to receive the per
            day payment for a minimum of 30 days in each 12 month period,
            whether Consultant works the days or not. If Consultant fails to
            agree to at least 30 days in each 12 month period without
            satisfactory reason, Consultant shall only be entitled to
            compensation for those days actually worked.

      3.    DISCRETION. Consultant is expected to perform the Services in a
            competent, diligent and professional manner. Consultant shall
            exercise customary discretion in determining how the Services are


      4.    AUTHORITY. Consultant shall have no authority to enter into any
            agreement with any person or entity on behalf of AG; nor shall
            Consultant represent to anyone that she possesses any such

      5.    COMPENSATION AND EXPENSES. AG shall pay Consultant the sum of $2,000
            per day as outlined in Section 2 of this Agreement. AG shall also
            pay for Consultant's reasonable expenses incurred in the performance
            of the Services and consistent with the Corporate Business, Travel &
            Entertainment Expense Policy then in effect. Consultant shall submit
            Invoices, and AG shall pay such Invoices within ten (10) days of

      6.    CONFIDENTIALITY. Consultant shall not, either during the term of
            this Agreement or thereafter, disclose to any person or use any
            proprietary information, except as required in the rendering of
            Services hereunder. Such proprietary information includes, but is
            not limited to, trade secrets, business plans, designs,
            specifications, manufacturing, research and development data,
            marketing data, methods, sales and customer information, and
            financial data. Upon termination of this Agreement, Consultant will
            surrender to AG all assets, property and records of AG and all
            documents containing AG's proprietary information in Consultant's

      7.    ACTS OF CONSULTANT. Consultant shall be solely responsible for any
            damage or injury caused by her acts or omissions arising out of the
            performance of Services.

      8.    PAYMENTS. Consultant shall be responsible for reporting any income
            and paying any income taxes, Social Security insurance payments or
            contributions, or other payments, if applicable, relating to the
            compensation received hereunder, and Consultant agrees to reimburse
            and indemnify with respect to any expenses, penalties, charges or
            liabilities incurred by AG as a result of the nonpayment of any such
            taxes or charges.

      9.    INSURANCE. Consultant acknowledges and accepts full responsibility
            for acquiring and maintaining current comprehensive general
            liability and automobile liability insurance policies covering
            liability to pay for any bodily injuries or death and all loss,
            damage and injury to property caused by, resulting from or incident
            to the acts or omissions of Consultant.

      10.   OTHER EMPLOYMENT. Consultant shall not during the term of this
            Agreement enter into the employment, directly or indirectly or in a
            consulting or free lance capacity, of any person, firm or
            corporation in the United States or Canada, that manufactures or
            sells products that are substantially similar in nature to the
            products being then manufactured or sold by AG or its subsidiaries.


      11.   GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement shall be
            governed by and construed in accordance with the laws of the State
            of Ohio. Any disputes arising out of or relating to this Agreement,
            including the construction or application of this Agreement, shall
            be submitted to binding arbitration before one arbitrator in
            Cleveland, Ohio in accordance with the commercial arbitration rules
            of JAMS then in effect. The arbitrator may award reasonable attorney
            fees and arbitration costs to the prevailing party.

      12.   SEVERABILITY. The invalidity or unenforceability of any of the
            provisions of this Agreement shall not affect any other provisions
            hereof, and this Agreement shall be construed in all respects as if
            such invalid or unenforceable provisions were omitted herefrom.

      IN WITNESS WHEREOF, the parties have set their hands as of the day and
year first above written.

/s/ Pamela Linton                           AMERICAN GREETINGS CORPORATION
    Pamela Linton
                                            By: ___________________________

                                            Its: __________________________