Consulting Agreement - American Greetings Corp. and Pamela Linton
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
performed.
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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
authority.
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
receipt.
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
possession.
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.
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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
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Pamela Linton
By: ___________________________
Its: __________________________