Consulting Contract - Intergraph Corp. and Green Mountain Inc.
CONSULTING CONTRACT
This contract, made and entered into this 17th day of January,
1990, by and between Intergraph Corporation and Green Mountain,
Inc.
WITNESSETH:
In consideration of the mutual covenants set forth herein, the
parties hereto do hereby agree as follows:
1. Scope of Work
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Green Mountain, Inc. shall provide the services of Keith
Schonrock as an independent contractor to perform tasks as
assigned by Intergraph Executive Management.
2. Term
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The term of this contract shall be from January 1, 1990 through
December 31, 1990.
3. Termination
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Intergraph or Green Mountain, Inc. may terminate this contract
at any time before December 31, 1990. In such event,
Intergraph shall be liable only for services rendered prior to
the effective date of termination.
4. Payment Schedule
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Green Mountain, Inc. shall be paid monthly within 10 days of
receipt of a properly approved invoice. Invoices shall be
approved by Jim Meadlock, Eliott James or Larry Laster.
A. Consulting fees shall be $5,000 per month.
B. Travel expense, if any, shall be reimbursed under the
Intergraph Travel Policy.
5. Terms and Conditions
--------------------
The terms and conditions of Consulting Agreement dated January
17, 1990, attached hereto and by reference are made a part
hereof.
In witness whereof, the parties hereto have executed this contract
as of the day and year first written above.
Green Mountain, Inc. Intergraph Corporation
By: Gerald F. Donovan By: Larry Laster
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Title: President Title: Executive Vice President
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<PAGE>
CONSULTING CONTRACT NO. 1/17/90
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CONSULTING AGREEMENT
The terms and conditions set forth below establish further
rights and obligations of the parties to this Contract.
I. DEFINITIONS
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As used throughout this Contract, the following terms shall
have the meanings set forth below unless otherwise indicated:
A. The term "Government" means the United States Government
or any department or agency thereof.
B. The term "Intergraph" means Intergraph Corporation,
acting through its duly authorized representative.
C. The term "Consultant" means the individual, partnership,
corporation, or association contracting to furnish the
article(s) described in the Statement of Work.
D. The word "articles" refers to the goods, products,
supplies, parts, assemblies, technical data, drawings,
services, or other items constituting the subject matter
of this Contract which are to be furnished by Consultant
to Intergraph hereunder.
II. CHANGES
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A. Intergraph may at any time, by a written change notice,
i. make changes within the general scope of this
Contract in drawings, designs, specifications, or
statement of work; or
ii. issue a suspension of work order.
If a change notice issued hereunder causes an increase
or decrease in the cost of performance or in the time
required for performance, an equitable adjustment shall
be made in the contract price and/or time of
performance; and the Contract shall be modified in
writing accordingly. Any claim for adjustment under
this Section shall be deemed waived unless asserted
within thirty (30) days from the date of receipt by the
Consultant of the change notice provided, however,
Intergraph, if it decides the facts justify such action,
may receive and act upon any such claim asserted at any
time prior to final payment under this Contract.
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CONSULTING CONTRACT NO. 1/17/90
---------------
B. Intergraph's engineering and technical personnel may,
from time to time, render assistance or give technical
advice to or effect an exchange of information with
Consultant's personnel in a liaison effort concerning
the work to be performed hereunder. However, such
advice or exchange of information shall not vest
Consultant with the authority to change the provisions
of the Contract or impose liability therefor, nor shall
any change in the provisions of the Contract be binding
upon Intergraph unless issued as a change in accordance
with Paragraph "A" above.
C. Changes beyond the scope of work hereof shall be by
mutual agreement and evidenced by Amendment in writing
hereto.
III. INTERGRAPH PROPERTY
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A. Intergraph will deliver to the Consultant, for use in
connection with and under the terms of the Contract
only, such Intergraph property as may be described in
this Contract, its exhibits or specifications, together
with such related data and information as may reasonably
be required for the intended use of such property
(hereinafter referred to as "Intergraph Furnished
Property"). In the event Intergraph Furnished Property
is received by the Consultant in a condition not
suitable for the intended use, the Consultant shall,
upon receipt thereof, notify Intergraph of such fact
and, as directed by Intergraph, either:
i. return such property at Intergraph's expense or
otherwise dispose of the property, or
ii. effect repairs or modifications.
B. Title to all property furnished under the provisions of
this Section shall remain in Intergraph. All property
furnished by Intergraph shall be segregated when not in
use.
C. Upon receipt of Intergraph furnished property from a
source other than Intergraph, the Consultant shall
forward to Intergraph a signed packing slip receipt,
together with such other forms as may be required by
Intergraph, evidencing certain material has been
received. These documents shall show the total amount
of material received in any one shipment, the amount
accepted, the amount rejected, and such other
information as Intergraph shall request.
D. The Consultant shall be liable for loss or destruction
of or damage to Intergraph property in its possession or
control; and shall return all such property in as good
condition as when received, except for reasonable wear
and tear or for the utilization of the property in
accordance with the provisions of this Contract.
IV. ASSIGNMENT
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No contract shall be made by Consultant for performing all
or any portion of the work hereunder without Intergraph's
express written approval. Monies due hereunder may be
assigned upon furnishing Intergraph a copy of the
assignment agreement and obtaining Intergraph's written
consent thereto.
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CONSULTING CONTRACT NO. 1/17/90
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V. HANDLING OF CLASSIFIED INFORMATION
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Consultant acknowledges this Contract may involve the
handling and the creation of Security classified material
and represents and warrants all of the Consultant's
personnel having, or who are to have access thereto,
understand the "Industrial Security Manual for Safeguarding
Classified Information" and the Federal Espionage Acts,
Title 18, U.S. Code.
Consultant Security Type A, B, or C is as specified in the
Consulting Contract, Section I - Scope of Work.
Type A - The Consultant shall not possess classified
material except at the Intergraph facility, on the premises
of a User Agency, or while on authorized visits. The
Consultant and all of the Consultant's employees who shall
have access to classified information shall jointly, with
Intergraph, prepare a certificate security agreement in
accordance with Section VII of the "Industrial Security
Manual for Safeguarding Classified Information".
Type B - The Consultant possesses classified material at his
place of business or residence, the Consultant having full
responsibility for security of the classified material.
The Consultant acknowledges he has executed a Department of
Defense Security Agreement (DD Form 441) which is in effect
on the date of this Contract and his conduct in performance
of this Contract shall be guided by and in accordance with
the above referred to Industrial Security Manual and
Agreement.
Type C - The Consultant possesses classified material at his
regular employer's cleared facility, the Consultant and his
employer having agreed as to their respective
responsibilities for security of classified material. The
Consultant acknowledges he and his regular employer have
jointly executed a Letter Agreement to Safeguard Classified
Information for an Employee Performing Consultant Services
in accordance with Section VII of the above referred to
Industrial Security Manual.
VI. NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT
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A. Consultant shall report to Intergraph, promptly and in
reasonable written detail, each notice or claim of
patent infringement, copyright infringement, or invasion
of any right of privacy of which Consultant has
knowledge and which is based on the performance of this
Contract.
B. In the event of litigation against Intergraph or its
customer(s) on account of any claim of patent
infringement, copyright infringement, or invasion of any
right of privacy arising out of the performance of this
Contract or out of the use of any supplies furnished or
work or services performed hereunder, the Consultant
shall furnish to Intergraph, upon request, all evidence
and information in possession of the Consultant
pertaining to such litigation.
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CONSULTING CONTRACT NO. 1/17/90
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VII. PATENT RIGHTS AND "SUBJECT DATA"
--------------------------------
This Section shall be void in the event this Contract is
placed under or pursuant to a Government Prime Contract.
A. As used in this Section, the following terms shall have
the meaning set forth below:
1. The term "Subject Data" means all data, including
matters of fact and theory, which relate to the
objectives of this Contract and which are considered
pertinent to such objectives, and other conceptual
matters developed in the course of performance of
the tasks of the Statement of Work hereof, and
particularly such data which was not or was believed
not to be within the state-of-the-art whether or not
such data is patentable or copyrightable.
2. The term "Subject Invention" means any invention,
improvement, or discovery conceived or first
actually reduced to practice either:
i. in the performance of the work called for or
required under this Contract, or
ii. in the performance of any work relating to
objectives of this Contract which was done upon
an understanding in writing that a Contract
would be awarded
provided, however, the term "Subject Invention" shall
not include any invention, improvement, or discovery
which is specifically identified and listed in the
Statement of Work or Schedule of this Contract
excluding it from the rights granted by this
Section.
B. Consultant shall deliver to Intergraph full disclosure
of all Subject Data and Subject Inventions made or
conceived in the course of performance of this Contract
whether made or conceived solely by Consultant or
jointly with others and specifically, such Subject Data
and Subject Inventions
1. which are along the lines of business, work, or
investigations of Intergraph or of divisions or
affiliates which Intergraph owns or controls; or
2. which result from or are suggested by any work which
Consultant performed for or on behalf of Intergraph
under this Contract.
Such disclosures shall be made or deemed to have been
made with complete and exclusive grant of all right,
title, and interest in and to any and all Subject Data
and Subject Inventions and Consultant disclaims any
property and claim to such Subject Data or Subject
Inventions; any such Subject Data and Subject Inventions
disclosed to Intergraph under this Section are to be and
remain the sole and exclusive property of Intergraph,
its customers, its assigns, or others claiming under
Intergraph whether or not such Subject Data or Subject
Inventions are patentable or copyrightable.
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CONSULTING CONTRACT NO. 1/17/90
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C. Consultant shall assist Intergraph, its customers, its
assigns, or others claiming under Intergraph during and
subsequent to the term of this Contract, in every
reasonable way to obtain for Intergraph, its customers,
its assigns, or others claiming under Intergraph,
patents for such Subject Inventions in any and all
countries.
D. Consultant shall make and maintain adequate and current
written records of all such Subject Data and Subject
Inventions in the form of notes, sketches, drawings, and
reports relating thereto, which records shall be and
remain the property of and available to Intergraph, its
customers, its assigns, or others claiming under
Intergraph.
E. Intergraph shall, with regard to Subject Data and
Subject Inventions originated in performance of this
Contract, undertake at its expense to secure any and all
patents and copyrights as Intergraph shall deem
necessary.
F. Consultant shall and does hereby assign to Intergraph
the entire right, title, and interest in and to any and
all inventions, improvements, discoveries, and
copyrightable material discovered or generated by
Consultant, whether solely or jointly with others, in
the performance of this Contract.
VIII. PATENT INDEMNITY
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Consultant hereby agrees to indemnify and save harmless
Intergraph, its employees, customers, assigns, and others
claiming under Intergraph from liability for any actual or
alleged patent infringement by reason of any manufacture,
use, or sale of any items manufacturable from reports,
drawings, blueprints, data, or technical information
delivered by Consultant under this Contract. Such
liability shall include, but is not limited to, damages,
costs, fees, and expenses.
IX. REPRODUCTION OF DATA
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Consultant agrees to and does hereby grant to Intergraph the
right to reproduce, use, disseminate, and dispose of all or
any part of the reports, drawings, blueprints, data, and
technical and other information delivered to Intergraph in
the performance of this Contract, and all such reports,
drawings, blueprints, data and technical and other
information shall be and become the property of Intergraph,
its customers, its assigns, or others claiming under
Intergraph.
X. LIABILITY FOR REPRODUCTION OF DATA
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The Consultant shall indemnify, save and hold harmless
Intergraph, its officers, agents, employees and customers
against any liability including costs and expenses
A. for violation of proprietary rights, copyrights, or
right of privacy, arising out of the publication,
translation, reproduction, delivery, performance, use,
or disposition of any data furnished under this
Contract; or
B. based upon any libelous or other unlawful matter
contained in such data.
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CONSULTING CONTRACT NO. 1/17/90
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XI. NON-DISCLOSURE
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A. Consultant hereby agrees not to disclose at any time
except as Consultant's duties under this Contract may
require, either during or subsequent to the term of this
Contract, any information, knowledge, or data of
Intergraph which Consultant may receive during the
course of this Contract, relating to chemical formulae,
business processes, methods, machines, manufacture,
compositions, inventions, discoveries, or other matters
which are of a proprietary or trade secret nature.
B. Consultant hereby agrees to maintain in secrecy all
information or knowledge concerning or relating to
Intergraph's projects obtained in the performance of
this Contract whether or not such information or
knowledge directly relates to the work performed
pursuant to this Contract.
C. No release of any information, or confirmation or denial
of same with respect to this Contract or subject matter
thereof, will be made without the prior coordination and
express written approval of Intergraph. This includes,
but is not limited to, advertisements, brochures, and
the like. Any information submitted for approval of
release to the public in accordance with Section 1,
Paragraph 5c, "Industrial Security Manual for
Safeguarding Classified Information" will be submitted
through Intergraph.
D. Upon completion of work by Consultant under this
Contract, Consultant shall return to Intergraph all
classified information furnished by Intergraph in
connection herewith, including all reproductions thereof
then in Consultant's possession or control, and
Consultant shall surrender all classified information or
material developed by Consultant in connection with this
Contract unless the information has been destroyed or
the retention of the information is authorized in
writing by Intergraph or the Government.
XII. RULES AND REGULATIONS
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A. It is understood the Consultant and Consultant's
employees are not employees of Intergraph and are not
entitled to any Intergraph employee benefits or
privileges.
B. All employees of the Consultant shall, however, be
subject to the applicable rules and regulations
governing Intergraph employees while on Intergraph
premises.
C. Consultant shall not assign to performance of work or
providing of services under this Contract any personnel
who are not bona fide employees of Consultant.
XIII. CONSULTANT'S EMPLOYEES
----------------------
Intergraph shall have the right to require Consultant to
remove from the site of the work such employees as
Intergraph may deem incompetent, careless, or otherwise
unsatisfactory for the performance of work on Intergraph's
premises.
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CONSULTING CONTRACT NO. 1/17/90
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XIV. INDEMNITY - DAMAGES TO PERSONS AND PROPERTY
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Consultant shall be responsible for and hereby agrees to
indemnify and save harmless Intergraph, its employees, its
customers, its assigns, its contractors, and others under
Intergraph from any and all damages to person or property
arising from or connected with its performance of this
Contract and for any liability of whatsoever nature arising
out of Consultant's negligence or misconduct.
XV. SET-OFF
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Intergraph shall be entitled at all times to set-off any
amount owing at any time from Consultant to Intergraph
against any amount payable at any time by Intergraph in
connection with this Contract.
XVI. BANKRUPTCY
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Either party may terminate this Contract in the event of the
appointment of a trustee, receiver, or liquidator for all
or a portion of the property of the other party or of any
act of bankruptcy by the other as defined in Section 3 of
the Bankruptcy Act as amended, or of any voluntary petition
in bankruptcy by the other, and such termination shall be
without further obligation to the other except payment of
obligations incurred in performance of this Contract prior
to any of the foregoing occurrences.
XVII. WAIVER
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Intergraph's failure in any one or more instances to insist
upon strict performance of any of the terms or provisions
of this Contract or to exercise any option herein conferred
shall not be construed as a waiver or relinquishment, to
any extent, of the right to assert or reply upon such terms
or provisions or option in or with respect to any other
instance whether effective or occurring prior or subsequent
to the instance(s) for which strict performance was not
required or option exercised.
XVIII. CONSTRUCTION
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This Contract shall be governed by, subject to, and
construed according to the laws of the State of Alabama.
The Consultant will comply with all applicable Federal,
State and Local Laws.
XIX. RECORDS
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Consultant agrees Intergraph or any of its duly authorized
representative shall, until the expiration of three (3)
years after final payment under this Contract, have access
to and the right to examine any directly pertinent books,
documents, papers, and records of the Consultant involving
transactions related to this Contract.
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CONSULTING CONTRACT NO. 1/17/90
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XX. REPORT OF ACCIDENT, INJURY, OR ILLNESS
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A. Consultant shall immediately report to Intergraph any
illness resulting from work site conditions or any
accident or injury to any of Consultant's employees on
premises owned, occupied, or controlled by Intergraph.
Consultant shall make the initial report to Intergraph
by telephone. When the accident, illness, or injury is
of the type which requires the Consultant to file SF 1
under Workmen's Compensation, Consultant shall submit a
copy of SF 1 to Intergraph. Otherwise, Consultant shall
complete such report forms as Intergraph may reasonably
require. Upon request by Intergraph, Consultant shall
require its employees who have any information
concerning such illness, accident, or injury to furnish
written statements.
B. The Consultant shall impose the requirements of this
clause on subcontractors of any tier performing under
Consultant.
<PAGE>
GREEN MOUNTAIN, INC.
CONSULTING CONTRACT
AMENDMENT NUMBER THREE
The consulting contract between Intergraph Corporation and Green
Mountain, Inc. dated January 17th 1990 is hereby extended through
December 31, 1993.
Green Mountain, Inc. Intergraph Corporation
By: Keith Schonrock By: Larry Laster
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Title: Vice President Title: Executive Vice President
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