Consulting Agreement - Ford Motor Co. and Greg C. Smith
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Scope of Services: Subject to the terms and conditions contained herein, during the calendar months beginning on March 1, 2006 and ending November 30, 2006, unless this Agreement is terminated earlier pursuant to Section 13 hereof, you will be available to provide consultation to the Company.
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| 2. |
Competitive Behavior: As a condition of the Company’s obligations under this Agreement, during the term of this Agreement, you will not, without written permission of the Company, on behalf of yourself or on behalf of any other person, company, corporation, partnership or other entity or enterprise, directly or indirectly, as an employee, proprietor, stockholder, partner, consultant, or otherwise, engage in any business or activity competitive with the business of Ford Motor Company, its subsidiaries or affiliates worldwide. You specifically acknowledge that the Company conducts a worldwide business and that the worldwide restriction is reasonable. You also agree during the term of this Agreement that you will not engage in any conduct that is inimical to the best interests of the Company, its subsidiaries, or affiliates worldwide. In the event you breach these restrictive covenants, the Company shall be entitled to the remedies outlined in Section 3 below with respect to breach of Confidential Information.
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| 3. |
Confidential Information and Remedies: You agree to keep secret and retain in strictest confidence, and shall not, without the prior written consent of the Chairman and Chief Executive Officer of the Company, furnish, make available or disclose to any third party or use for your benefit or the benefit of any third party, any Confidential Information as hereafter defined. As used in this Agreement, Confidential Information means any information relating to the business or affairs of the Company, including but not limited to, information relating to financial statements, customer identities, potential customers, employees, suppliers, servicing methods, equipment, product or service programs, product designs, cycle plans, strategies and information, databases and information systems, analyses, profit margins, pricing, comparative or futuring studies or other proprietary information used by the Company, whether or not generated by the Company or purchased by the Company through business consultants. Confidential Information shall not include any information in the public domain or information that becomes known in the industry through no wrongful act on your part. You acknowledge that the Confidential Information is vital, sensitive, confidential and proprietary to the Company. You acknowledge and agree that your promise to keep confidential the Confidential Information is reasonable and necessary for the protection of the Company’s business interests; that irreparable injury will result to the Company if you break your promise, and that the Company may not have an adequate remedy at law if you break or threaten to break your promise. Accordingly, you agree that in such event, the Company will be entitled to immediate temporary injunctive and other equitable relief in a court of competent jurisdiction, without the necessity of showing actual monetary damages, subjective to a hearing as soon thereafter as possible. Nothing contained herein shall be construed as prohibiting the Company from pursuing another remedy available to it for failing to keep your promise, including the recovery of any damage which it is able to prove and any other remedies allowed under any other agreement with the Company or provided for under various Company plans. In addition, as a penalty and not in lieu of other damages the Company may be able to prove, you agree to pay the Company liquidated damages in an amount equal to the total consulting fees received under Section 6 of the Agreement, or used as an offset under Section 16 of this Agreement, if you break your promise and divulge Confidential Information or break any of your promises under Sections 2, 4, 5, 10, 11, 12, or 15.
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Confidential Materials: You acknowledge that any information received by you during the execution of your responsibilities for the Company in accordance with the Agreement, which concerns the personal, financial or other affairs of the Company, will be treated as Confidential Information in accordance with Section 3 above, and will not be revealed to any other persons, firms or organizations.
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Disparagement: Each party acknowledges that the business reputation of the other is a valuable asset of such other party. Each party agrees that it shall take no action which can be deemed to be inimical to the best interests of the other party, including but not limited to: publishing material that disparages the other party, participating in interviews disparaging the other party or taking action in any other manner or way disparaging the other party. In the event that a party takes an action that is deemed to be inimical to the best interests of the other party, the party committing the breach shall pay liquidated damages to the other party in an amount equal to the value of the total consulting fees paid/received under Section 6 or used as an offset under Section 16 of this Agreement, and if the breaching party is you this Agreement will be terminated by the Company.
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| 6. |
Compensation: As consideration for your services during the term of this Agreement and for your active support for the Company and key leaders, the Company will, during the course of this Agreement, pay you at a rate of $75,000 for each calendar quarter during which you provide services hereunder, beginning March 1, 2006 and ending November 30, 2006; provided, however, that such amount should be prorated for any pay period that is less than three full months. Such payments shall be paid to you by Ford quarterly in advance.
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| 7. |
Expenses: The Company will reimburse you for customary and reasonable business-related expenses and travel that we authorize you to take, consistent with Ford policies and procedures, during the term of this Agreement. This Agreement does not entitle you to the use of Company aircraft. On a monthly basis, you will provide to the Group Vice President, Human Resources and Labor Affairs, such documentation as is reasonably necessary to support the reimbursement of such expenses. The Company reserves the right to request additional documentation to support the reimbursement of such expenses.
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| 8. |
Other support: You will be provided with an office and computer support when in Dearborn, Michigan, and will be provided travel support by the Executive Travel Office in making aircraft travel arrangements in connection with work performed under this Agreement.
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| 9. |
Indemnification: Your relationship to Ford under this Agreement shall be that of an independent contractor in the performance of the duties under this Agreement. However, you will be indemnified by Ford for all losses and other damages that you may sustain in performing services hereunder within the scope of your consultancy to the same extent as you would be if you were an employee of the Company under Ford's Certificate of Incorporation.
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| 10. |
Recruitment: During the term of this Agreement, you will not recruit any employee from Ford Motor Company or otherwise counsel any employee in Ford or its subsidiaries to leave the Company. In addition, you will not provide counsel or comments to any outside organization or individual regarding skills, competencies, position responsibilities, performance, recruiting, development, or succession planning regarding any employee in the Company. Breach of this provision shall be subject to the remedies described in Section 3.
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| 11. |
Customers and suppliers: During the term of this Agreement, you shall not, directly or indirectly, as an employee, agent, consultant, stockholder, director, co-partner or in any individual or representative capacity intentionally solicit or encourage any present or future customer or supplier of the Company to terminate or otherwise alter its relationship with the Company in an adverse manner. Breach of this provision shall be subject to the remedies described in Section 3.
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| 12. |
Information and conflicts: All information and data you develop or acquire in performing the services hereunder shall belong to Ford, without further consideration, and shall be delivered to Ford upon completion of this Agreement or earlier if requested. Ford shall be free to use and disclose to others information and data you deliver to Ford.
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| 13. |
Termination: This Agreement may be terminated by either you or Ford at any time upon 30 days written notice provided by the terminating party to the other. Except as otherwise provided in Section 16, no such termination by either party will affect the obligation of Ford to pay compensation for services rendered, or to reimburse travel and business expenses incurred prior to such termination, or any other provision of this agreement.
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| 14. |
Applicable Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without reference to principles of conflict of laws.
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| 15. |
Confidentiality of this Agreement: Both you and Ford shall use reasonable efforts to keep the existence and terms of this agreement confidential except to the extent required by law to be disclosed. If there is a legitimate request by governmental or similar authority for its disclosure, the party receiving the request will promptly notify the other of the nature of and details surrounding the request.
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| 16. |
Offset Provision: In the event the Company determines that you are obligated to reimburse the Company for any amounts paid to you in excess of what is due to you under this Agreement, the Company may at its sole discretion and without notice withhold from payment to you all amounts due to you from the Company under this agreement until the amount due the Company is fully paid, to the extent permitted by applicable law.
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| 17. |
Other Agreements: This Agreement is the only agreement between the parties with respect to consulting services and shall replace any prior understandings, oral or written, regarding any consulting services.
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