Sample Business Contracts

Professional Services Agreement - Lockheed Martin Corp. and James A. Blackwell Jr.

Sponsored Links


This Professional Services Agreement is made and entered into effective as of
February 1, 2000 by and between Lockheed Martin Corporation, a Maryland
corporation, located at 6801 Rockledge Drive, Bethesda, Maryland 20817
(hereinafter "LMC") and James A. Blackwell, Jr. located at ______ (hereinafter


That in consideration of the promises and mutual obligations hereinafter set
forth, the parties hereto agree as follows:


     A.   CONTRACTOR shall provide historical background information, factual
          and management assistance, guidance and counsel to the Aeronautical
          Systems Business Area Executive Vice President on matters involving
          operation of the Business Area (the "Services") on an as needed, on
          call basis.

     B.   CONTRACTOR'S primary contact with LMC shall be _____ ______ referred
          to hereafter as the Agreement Monitor.

2.   TERM

     The term of this Agreement shall commence on February 1, 2000 and end on
     January 31, 2002.  Upon mutual agreement of the parties, this Agreement may
     be extended beyond January 31, 2002.


     A.   CONTRACTOR shall be compensated for the Services to be performed
          hereunder by payment of $288,000 on or about February 1, 2000. This
          amount represents the collective consideration for the Covenant Not to
          Compete set forth in the Release, Noncompete and Confidentiality
          Agreement signed by CONTRACTOR in December 10, 1999, as well as
          payment for Services rendered, if any, by CONTRACTOR under this
          Agreement. CONTRACTOR shall provide up to 48 days of consulting work
          per year for two years (from 2-1-00 through 1-31-02). Days worked in
          excess of 48 per year will be compensated at $3,000 per day. For
          purposes of calculating the 48 days per year under the agreement, each
          year will begin on February 1st of 2000 and 2001, respectively.

     B.   LMC shall provide the CONTRACTOR notice, either written or oral, at
          least five (5) days in advance of any meeting LMC wishes the
          CONTRACTOR to attend or other Services LMC wishes CONTRACTOR to
          provide. CONTRACTOR shall advise LMC promptly whether he is able to
          attend such meeting or render such Services within the times requested
          by LMC.

     C.   With prior approval of the Agreement Monitor, LMC shall reimburse
          CONTRACTOR for reasonable and actual travel expenses (at locations
          other than CONTRACTOR'S office), including expenditures for hotels,
          meals, first class air or rail fare, taxis, car rental, mileage for
          use of personal automobile, parking and toll fees, telephone and

     D.   The total fee and expenses to be paid under this Agreement shall not
          exceed $400,000.00.


     A.   CONTRACTOR'S invoice shall identify the Services performed during the
          period covered by such invoice and be forwarded to: LMC Corporation,
          6801 Rockledge Drive, Bethesda, Maryland 20817, Attn.: ______.
          Invoices should be issued on at least a quarterly basis
          notwithstanding the fact that the services have already been paid for
          by virtue of the front end payment made on or about February 1, 2000.
          Each invoice should sufficiently describe the Services rendered during
          the period covered by the invoice, the days of performance, and the
          total number of days worked to date under this Agreement. With each
          invoice, CONTRACTOR must submit an "Activity Report", Form No. ___
          (Blank Copy attached hereto), for the period covered by the invoice.

     B.   In the event sums are due for any days worked in excess of 48 days per
          year, LMC agrees to make payment within 30 days of receipt and
          approval of a proper invoice reflecting these Services. For invoices
          claiming reimbursement for expenses, CONTRACTOR is required to attach
          original receipts (for expenses exceeding $25.00) for such
          expenditures in a form satisfactory to LMC. If original receipts are
          not furnished, CONTRACTOR payment shall be subject to Federal, state,
          or local taxes.


     CONTRACTOR is an independent contractor in all its operations and
     activities hereunder.  CONTRACTOR and LMC agree that CONTRACTOR will render
     Services according to CONTRACTOR'S own methods and is subject to LMC's
     control only with regard to the CONTRACTOR'S final product or result.  LMC
     shall not exercise direct control or supervision over the means that
     CONTRACTOR uses to accomplish CONTRACTOR'S work.  The employees used by
     CONTRACTOR to perform Work under this Agreement shall be CONTRACTOR'S
     employees exclusively without any relation whatsoever to

     LMC. The parties understand and agree that CONTRACTOR is not an employee of


     A.   CONTRACTOR shall not engage in any activity which presents a conflict
          of interest in the line of his relationship with LMC.

     B.   CONTRACTOR hereby acknowledges receipt of a copy of the LMC
          Corporation Code of Ethics and Business Conduct and, by executing this
          Agreement, CONTRACTOR agrees that CONTRACTOR and all employees
          providing Services under this Agreement will strictly comply with the
          provisions of the code in the performance of the Services hereunder.


     A.   CONTRACTOR agrees not to disclose to others, either during or
          subsequent to the term of this Agreement, any LMC information,
          knowledge, or data which CONTRACTOR may receive, or have access to, or
          which may otherwise be disclosed to CONTRACTOR, proprietary or
          confidential information as further defined herein. "Proprietary or
          Confidential Information" as used herein means any information of LMC
          or of others which has come into the LMC's or CONTRACTOR'S possession,
          custody or knowledge in the course of performing Services under this
          Agreement that has independent economic value as a result of its not
          being generally known to the public and is the subject of reasonable
          means to preserve the confidentiality of the information. Proprietary
          or Confidential Information includes (without limitation) information,
          whether written or otherwise, regarding LMC's earnings, expenses,
          marketing information, cost estimates, forecasts, bid and proposal
          data, financial data, trade secrets, products, procedures, inventions,
          systems or designs, manufacturing or research processes, material
          sources, equipment sources, customers and prospective customers,
          business plans, strategies, buying practices and procedures,
          prospective and executed contracts and other business arrangements or
          business prospects, except to the extent such information becomes
          readily available to the general public lawfully and without breach of
          a confidential, contractual, or fiduciary duty. CONTRACTOR
          acknowledges and agrees that he has a continuing obligation to not use
          or disclose Proprietary or Confidential Information.

     B.   CONTRACTOR agrees that Proprietary or Confidential Information shall
          be used solely for the purpose of performing the Services required
          under this Agreement, and further agrees that except as may strictly
          be required by CONTRACTOR'S obligations under this Agreement,
          CONTRACTOR shall not reproduce, nor allow any third party to use or
          reproduce, any Proprietary or Confidential Information or any
          documents or other material containing Proprietary or Confidential

     C.   All materials to which CONTRACTOR had access, or which were furnished
          or otherwise made available to CONTRACTOR in connection with the
          Services performed hereunder, shall be and remain the property of LMC.
          Upon expiration or termination of this Agreement, or upon request of
          LMC, CONTRACTOR shall return to LMC all such materials, documents and
          information, including any Proprietary or Confidential information and
          all reproductions thereof, then in CONTRACTOR'S possession or control,
          and CONTRACTOR in connection with this Agreement in accordance with
          specific instructions issued by LMC to CONTRACTOR and shall comply
          with any instructions within five (5) days of receipt thereof.

          CONTRACTOR'S obligations of confidentiality under this Agreement shall
          survive termination or expiration of this Agreement.


     A.   LMC shall not be liable to CONTRACTOR for any loss, injury, damage,
          expense or any liability whatsoever arising out of, or in connection
          with, the performance of the Services required by this Agreement.

     B.   Each party shall be responsible to the other for any costs or expenses
          including attorneys' fees, all expenses of litigation and/or
          settlement, and court costs, arising from the default of such party,
          its officers, employees, agents, suppliers, or subcontractors at any
          tier, in the performance of any of its obligations under this


          This Agreement shall be governed by, subject to, and construed
          according to the laws of the State of Maryland excluding its choice of
          law rules.  CONTRACTOR shall comply with all applicable Federal, state
          and local laws, orders and regulations, as well as with all LMC
          policies, operating instructions, rules and regulations applicable to
          the performance of this Agreement.


     A.   LMC may not unilaterally terminate this Agreement unless 1) Section
          10.C of this Agreement applies, or 2) CONTRACTOR is in default as
          described in Section 16 of this Agreement.

     B.   CONTRACTOR may not terminate this Agreement without LMC's advance
          written consent. LMC will not unreasonably withhold its written
          consent if CONTRACTOR'S reason for termination is due to CONTRACTOR'S
          desire to accept employment that is not otherwise in violation of
          CONTRACTOR'S Covenant Not to Compete obligations (as set forth in the
          Retention Agreement dated November 1, 1997 and the Release, Noncompete
          and Confidentiality Agreement, dated December 10, 1999) and which
          makes him unavailable or unable to provide the Services called for in
          this Agreement.

     C.   This Agreement shall terminate immediately and all payments due shall
          be forfeited if, in rendering Services hereunder, improper payments
          are made, unlawful conduct is engaged in, or any part of the fee or
          expenses payable under this Agreement is used for an illegal purpose.

     D.   In the event this Agreement is terminated under any provision herein,
          CONTRACTOR shall not be required to repay any of the consideration
          already paid under the Agreement to date. The termination of this
          Agreement shall have no effect whatsoever on the CONTRACTOR'S
          continuing obligations under the Covenants Not to Compete referenced
          above, which shall survive this Agreement and shall not expire until
          January 31, 2002.


          If any provision of this Agreement shall be held illegal or
          unenforceable, the remainder of the Agreement or the application of
          any other provisions to the parties shall not be affected thereby.


          Performance of this Agreement requires access to classified
          information involving National Security up to and including SCI and
          Top Secret.  If access is required, CONTRACTOR shall furnish the LMC
          Security Department with all data required to obtain or verify a
          personal security clearance with access to such Classified
          Information.  Under no circumstances shall CONTRACTOR perform
          service(s) involving access to classified information until
          CONTRACTOR'S security clearance has been obtained or verified by LMC.


     A.   With the exception of 1) the Retention Agreement between CONTRACTOR
          and LMC dated November 1, 1997, 2) the letter from ____ to CONTRACTOR
          dated December 10, 1999 setting forth enhanced termination benefits,
          and 3) the Release, Noncompete and Confidentiality

          Agreement signed by CONTRACTOR on December 10, 1999, this Agreement
          integrates, merges, and supersedes any prior offers, negotiations, and
          agreements concerning the subject matter hereof and constitutes the
          entire agreement between the Parties.

     B.   CONTRACTOR'S acknowledgment, acceptance of payment, or commencement of
          performance, shall constitute CONTRACTOR'S unqualified acceptance of
          this Agreement.

     C.   Additional or differing terms or conditions proposed by CONTRACTOR or
          included in CONTRACTOR'S acknowledgment hereof are hereby objected to
          by LMC and have no effect unless accepted in writing by LMC.


          Any assignment of CONTRACTOR'S contract rights or delegation of duties
          shall be void, unless prior written consent is given by LMC.  However,
          CONTRACTOR may assign rights to be paid amounts due, or to become due,
          to a financing institution if LMC is promptly furnished a signed copy
          of such assignment reasonably in advance of the due date for payment
          of any such amounts.  Amounts assigned to an assignee shall be subject
          to setoffs or recoupment for any present or future claims of LMC
          against CONTRACTOR.  LMC shall have the right to make settlements
          and/or adjustments in price with CONTRACTOR without notice to the


     A.   Only the LMC Procurement Representative has authority to make changes
          in or amendments to this Agreement. Such changes or amendments must be
          in writing.

     B.   Except as otherwise provided herein, all notices to be furnished by
          the CONTRACTOR shall be sent to the LMC Procurement Representative.


     A.   LMC, by written notice, may terminate this Agreement for default, in
          whole or in part, if CONTRACTOR fails to comply with any of the terms
          of this Agreement, fails to make progress as to endanger performance
          of this Agreement, or fails to provide adequate assurance of future
          performance. CONTRACTOR shall have ten (10) days (or such longer
          period as LMC may authorize in writing) to cure any such failure after
          receipt of notice from LMC.

     B.   LMC shall not be liable for any Services not accepted; however, LMC
          may require CONTRACTOR to deliver to LMC any supplies and materials,
          manufacturing materials, and manufacturing drawings that CONTRACTOR
          has specifically produced or acquired for the terminated portion of
          this Agreement. LMC and CONTRACTOR shall agree on the amount of
          payment for these other deliverables.

     C.   CONTRACTOR shall continue all Services not terminated.


          All disputes under this Agreement which are not disposed of by mutual
          agreement may be decided by recourse to an action at law or in equity.
          Until final resolution of any dispute hereunder, CONTRACTOR shall
          diligently proceed with the performance of this Agreement as directed
          by LMC.


          No gratuities (in the form of entertainment, gifts or otherwise) or
          kickbacks shall be offered or given by CONTRACTOR, to any employee of
          LMC with a view toward securing favorable treatment as a supplier.


          In the event that CONTRACTOR, its employees, agents, or subcontractors
          enter LMC'S or its customer's premises for any reason in connection
          with this Agreement, CONTRACTOR, its subcontractors and lower-tier
          subcontractors, shall procure and maintain worker's compensation,
          comprehensive general liability, bodily injury and property damage
          insurance in reasonable amounts, and such other insurance as LMC may
          require and shall comply with all site requirements.  CONTRACTOR shall
          indemnify and hold harmless LMC, its officers, employees, and agents
          from any losses, costs, claims, causes of action, damages,
          liabilities, and expenses, including attorneys' fees, all expenses of
          litigation and/or settlement, and court costs, by reason of property
          damage or personal injury to any person caused in whole or part by the
          actions or omissions of CONTRACTOR, its officers, employees, agents,
          suppliers, or subcontractors at any tier.  CONTRACTOR shall provide
          LMC thirty days advance written notice prior to the effective date of
          any cancellation or change in the term or coverage of any of
          CONTRACTOR'S required insurance.  If requested, CONTRACTOR shall send
          a "Certificate of Insurance" showing CONTRACTOR'S compliance with
          these requirements.  CONTRACTOR shall name LMC as an additional
          insured for the duration of this Agreement.  Insurance maintained
          pursuant to this

          clause shall be considered primary as respects the interest of LMC and
          is not contributory with any insurance which LMC may carry.


     A.   CONTRACTOR agrees that LMC shall be the owner of all inventions,
          technology, designs, works of authorship, mask works, technical
          information, computer software, business information and other
          information conceived, developed or otherwise generated in the
          performance of this Agreement by or on behalf of CONTRACTOR.
          CONTRACTOR hereby assigns and agrees to assign all right title and
          interest in the foregoing to LMC, including without limitation all
          copyrights, patent rights and other intellectual property rights
          therein and further agrees to execute, at LMC'S request and expense,
          all documentation necessary to perfect title therein in LMC.
          CONTRACTOR agrees that it will maintain and disclose to LMC written
          records of, and otherwise provide LMC with full access to, the subject
          matter covered by this and that all such subject matter will be deemed
          information of LMC and subject to the protection provisions of the
          clause entitled "Information of LMC." CONTRACTOR agrees to assist LMC,
          at LMC'S request and expense, in every reasonable way, in obtaining,
          maintaining, and enforcing patent and other intellectual property
          protection on the subject matter covered by this Clause.

     B.   CONTRACTOR warrants that the Services performed and delivered under
          this Agreement will not infringe or otherwise violate the intellectual
          property rights of any third party in the United States or any foreign
          country. CONTRACTOR agrees to defend, indemnity and hold harmless LMC
          and its customers from and against any claims, damages, losses costs
          and expenses, including reasonable attorney's fees, arising out of any
          action by a third party that is based upon a claim that the Services
          performed or delivered under this Agreement infringes or otherwise
          violates the intellectual property rights of any person or entity.


          Except as required by law, no public release of any information, or
          confirmation or denial of same, with respect to this Agreement or the
          subject matter hereof, will be made by CONTRACTOR without the prior
          written approval of LMC.


     A.   CONTRACTOR'S timely performance is a critical element of this

     B.   If CONTRACTOR becomes aware of difficulty in performing the Services,
          CONTRACTOR shall timely notify LMC, in writing, giving pertinent
          details. This notification shall not change any delivery schedule.


     A.   Failure by LMC to enforce any of the provision(s) of this Agreement
          shall not be construed as a waiver of the requirement(s) of such
          provision(s), or as a waiver of the right of LMC thereafter to enforce
          each and every such provision(s).

     B.   LMC'S approval of documents shall not relieve CONTRACTOR from
          complying with any requirements of this Agreement.

     C.   The rights and remedies of LMC in this Agreement are cumulative and in
          addition to any other rights and remedies provided by law or in


     A.   Sole authority to make changes in or amendments to this Agreement on
          behalf of LMC rests with a LMC Central Procurement Administrator, and
          no direction from such Administrator shall be valid unless in writing.

     B.   All notices by LMC or CONTRACTOR shall be given in writing by mail or
          fax to the following locations:

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.