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Consulting Agreement - Macromedia Inc. and John Ian Giffen

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                              CONSULTING AGREEMENT

This Agreement is made as of February 1, 1998, (the "Effective Date") by and
between Macromedia, a corporation ("the Company"), and J. (Ian) Giffen


Consultant desires to perform, and the Company desires to have Consultant
perform, consulting services as an independent Consultant to the Company.

NOW, THEREFORE, the parties agree as follows:

1.   Services.

     (a) Request. From time to time during the Consultancy Period (as defined
     below), as required by the Company, Consultant will provide the following
     services to the Company: advise the Company's Chief Financial Officer,
     Senior Finance staff, and Investment Relations staff; provide assistance in
     specific areas, such as review of internal operations, tax planning
     strategy, class action coordination, accounting and financial policy
     development, tactical annual plan and budget process, and acquisition
     analysis; actively implement audit committee terms of reference as Chair of
     the Audit Committee; and provide advice to the Company in other areas and
     perform other special projects (hereafter collectively referred to as the
     "Services"). As part of the performance of the Services, Consultant agrees,
     during the Consultancy Period, to spend approximately three days per month
     on site at the Company in San Francisco, attend (in person or by telephone)
     all Company board and audit committee meetings, participate in weekly
     conference calls with the Company's Chief Financial Officer and finance
     staff, and participate in other conference calls on other areas as
     required by the Company.

     (b) Performance. Consultant agrees to use his best efforts to perform the
     Services during the Consultancy Period. Consultant and the Company
     anticipate that performance of the Services will occupy approximately 30%
     of Consultant's available working hours during the Consultancy Period.

     (c) Consultancy Period. The initial "Consultancy Period" will commence on
     the Effective Date for a period of 3 years and will subsequently be subject
     to annual renewal based on agreed upon terms by Consultant and Company,
     unless terminated earlier pursuant to paragraph 6 below.



     (d) Payment. The Company will pay Consultant a monthly consulting fee of
     Eight Thousand Three Hundred Thirty Four U.S. dollars ($8,334.00 U.S.~ on
     the first day of each month during the Consultancy Period. This is the only
     compensation the Company will pay for the Services, other than the stock
     option and benefits as set forth in Paragraphs 2(c) and 2(d), below. The
     Company will reimburse Consultant for travel costs to and from San
     Francisco incurred by Consultant in his performance of the Services. The
     Company will also reimburse Consultant for the reasonable costs involved in
     setting up and maintaining his remote office, including office lease costs,
     computer, fax, and telephone service. Any equipment purchased by the
     Company for this purpose will remain Company property and must be returned
     upon termination of the Consultancy Period. Any other expenses Consultant
     incurs in performing the Services are Consultant's responsibility. The
     Company will not pay Consultant a royalty or other remuneration on the
     production or distribution of any products either it or Consultant develops
     in connection with or based upon the Services ("Products").

2.   Relationship of Parties.

     (a) Independent Contractor. Consultant is an independent contractor and is
     not an agent or employee of, and has no authority to bind the Company, by
     contract or otherwise. Consultant will perform the Services under the
     Company's general direction, but will determine, in his sole discretion,
     the manner and means by which he will accomplish the Services, subject to
     the requirement that Consultant shall at all times comply with applicable
     law. The Company has no right or authority to control the manner or means
     by which the Services are accomplished.

     (b) Employment Taxes and Benefits. Consultant will report as income all
     compensation he receives pursuant to this Agreement. Consultant agrees that
     Macromedia will make no deductions from any compensation paid to Consultant
     for, and Consultant shall have full and exclusive liability for, the
     payment of any taxes and/or contributions for unemployment insurance,
     workers' compensation or any other employment-related costs or obligations,
     related to the provision of the Services.



     (c) Benefits. Consultant understands he is only entitled to participate in
     the Company's Canadian health benefits plan (to the extent of medical,
     dental, vision, life, and long-term disability insurance) and the stock
     option benefits as set forth in paragraph 2(d), below, and in his Stock
     Option Agreement dated February 5, 1998. Consultant understands he is not
     entitled to and will not participate in any other Company plans,
     arrangements, or distributions pertaining to bonus, profit sharing,
     insurance or similar company employee benefits. Consultant hereby knowingly
     and voluntarily waives his right to participate in these other benefits,
     should a federal or state government agency later re-classify him a Company

     (d) Stock Option. Upon a Change of Control (as defined below) of the
     Company that occurs while you are providing services as a Consultant of the
     Company, the option for 75,000 shares described in your Stock Option
     Agreement dated February 5, 1998, shall immediately become exercisable and
     vest with respect to all 75,000 shares (whether or not you provide services
     to the Company after the Change of Control) .The option as so accelerated
     shall remain exercisable in accordance with the terms of your February 5,
     1998 Stock Option Agreement with the Company.

     A "Change of Control" shall be deemed to occur upon:

     (I)  the sale, lease, conveyance or other disposition of all or
          substantially all of the Company's assets as an entirety or
          substantially as an entirety to any person, entity or group of persons
          acting in concert,

     (II) any transaction or series of transactions (as a result of a tender
          offer, merger, consolidation or otherwise) that results in, or that is
          in connection with, any person, entity or group acting in concert,
          becoming the "beneficial owner" (as defined in Rule 13d-3 under the
          Securities Exchange Act of 1934), directly or indirectly, of more than
          50% percent of the aggregate voting power of all classes of common
          equity stock of the Company, or

     (III) a liquidation and winding up of the business of the Company.



3.   Company Property.

     (a) Definition. For the purposes of this Agreement, "Designs and Materials"
     means all designs, discoveries, inventions, products, computer programs,
     procedures, improvements, developments, drawings, notes, documents,
     information and materials made, conceived or developed by Consultant alone
     or with others which result from or relate to the Services.

     (b) Assignment of Ownership. Consultant hereby irrevocably transfers and
     assigns any and all of his right, title, and interest in and to Designs and
     Materials, including but not limited to all copyrights, patent rights,
     trade secrets and trademarks, to the Company. Designs and Materials will be
     the sole property of the Company and the Company will have the sole right
     to determine the treatment of any Designs and Materials, including the
     right to keep them as trade secrets, to file and execute patent
     applications on them, to use and disclose them without prior patent
     application, to file registrations for copyright or trademark on them in
     his own name, or to follow any other procedure that the Company deems
     appropriate. Consultant agrees: (a) to disclose promptly in writing to the
     Company all Designs and Materials; (b) to cooperate with and assist the
     Company to apply for, and to execute any applications and/or assignments
     reasonably necessary to obtain any patent, copyright, trademark or other
     statutory protection for Designs and Materials in the Company's name as the
     Company deems appropriate; and (c) to otherwise treat all Designs and
     Materials as "Confidential Information," as defined below. These
     obligations to disclose, assist, execute and keep confidential will survive
     any expiration or termination of this Agreement.

     (c) Moral Rights Waiver. "Moral Rights" means any right to claim authorship
     of a work, any right to object to any distortion or other modification of a
     work, and any similar right, existing under the law of any country in the
     world, or under any treaty. Consultant hereby irrevocably transfers and
     assigns to the Company any and all Moral Rights that Consultant may have in
     any Services, Designs and Materials or Products. Consultant also hereby
     forever waives and agrees never to assert against the Company, its
     successors or licensees any and all Moral Rights Consultant may have in any
     Services, Designs and Materials or Products, even after expiration or
     termination of the Consultancy Period.



4.   Confidential Information.

     Consultant acknowledges that he will acquire information and materials from
     the Company and knowledge about the business, products, programming
     techniques, experimental work, customers, clients and suppliers of the
     Company and that all such knowledge, information and materials acquired,
     the existence, terms and conditions of this Agreement, and the Designs and
     Materials, are and will be the trade secrets and confidential and
     proprietary information of the Company ( collectively "Confidential
     Information"). Confidential Information will not include, however, any
     information which is or becomes part of the public domain through no fault
     of Consultant or that the Company regularly gives to third parties without
     restriction on use or disclosure. Consultant agrees to hold all such
     Confidential Information in strict confidence and not to disclose it to
     others or use it in any way, commercially or otherwise, except in
     performing the Services, and not to allow any unauthorized person access to
     it, either before or after expiration or termination of this Agreement.
     Consultant further agrees to take all action reasonably necessary and
     satisfactory to protect the confidentiality of the Confidential Information
     including, without limitation, implementing and enforcing operating
     procedures to minimize the possibility of unauthorized use or copying of
     the Confidential Information.

5.   Indemnity and Warranty

     (a) Consultant shall at all times comply with all applicable laws,
     statutes, ordinances, rules, regulations and other governmental
     requirements. Consultant shall indemnify and hold Macromedia harmless from
     any and all claims, causes of action, losses, damage, liabilities, costs
     and expenses, including attorney's fees, arising from the death of or
     injury to any person, from damage to or destruction of property, or from
     breach of the warranties in this paragraph, arising from the provision of
     Services by Consultant, its agents or employees. Consultant warrants that
     the Services provided by Consultant and/or work delivered to Macromedia,
     not provided by Macromedia to Consultant, does not infringe upon or violate
     the rights or any third party I and use of same by Macromedia will not
     violate or infringe the rights of any person or party.



     (b) In addition, the Company is an equal opportunity employer and does not
     unlawfully discriminate on the basis of race, color, religion, sex,
     national origin, age, physical or mental disability, family care status,
     veteran status, or any other basis proscribed by federal, state, or local
     law. It also prohibits the harassment of any individual on any of the bases
     listed above. It requires, and Consultant acknowledges and agrees, that
     Consultant also comply with all federal, state, and local laws that
     prohibit unlawful discrimination or harassment. Consultant will indemnify
     and hold the Company harmless from any losses or expenses, including
     attorneys' fees, that result from or relate to claims that Consultant
     failed to comply in any respect with non-discrimination or harassment laws.

     (c) Consultant acknowledges and agrees that he shall bear the sole
     obligation to report as income all compensation received by him under this
     Agreement. Consultant will indemnify the Company and hold it harmless to
     the extent of any obligations, including penalties imposed by law, for
     overtime compensation, withholding taxes, social security, unemployment or
     disability insurance or similar items in connection with any payments made
     to Consultant for the services provided hereunder.

6.   Termination and Expiration.

     (a) Termination. The Company may not terminate this agreement prior to the
     end of the first 2 years of the initial Consultancy Period except for just
     cause. The Consultant may terminate this agreement during the first 2 years
     of the initial Consultancy Period with 6 months prior written notice.
     Either party may terminate this agreement within the 3rd year of the
     Consultancy Period upon 90 days prior written notice.

     (b) Automatic. This Agreement terminates automatically, with no further
     action of either party, if Consultant is adjudicated bankrupt, files a
     voluntary petition of bankruptcy, makes a general assignment for the
     benefit of creditors, or is unable to meet his obligations in the normal
     course of business.

     (c) Expiration. Unless terminated earlier, this Agreement will expire at
     the end of the Consultancy Period.



     (d) Election of Remedies. The Company's election to terminate this
     Agreement in accordance with its terms will not be deemed an election of
     remedies, and all other remedies provided by this Agreement or available at
     law or in equity shall survive any termination.

7.   Effect of Expiration or Termination.

     Upon the expiration or termination of this Agreement for any reason:

     (a) each party will be released from all obligations to the other arising
     after the date of expiration or termination, except that expiration or
     termination of this Agreement will not relieve Consultant of his
     obligations under Sections 2(b), 3,4, 5, 8, 9(b) and 10, nor will
     expiration or termination relieve Consultant or the Company from any
     liability arising from any breach of this Agreement; and

     (b) Consultant will promptly notify the Company of all Company property and
     Confidential Information, including but not limited to the Designs and
     Materials, in Consultants possession and, at the expense of and in
     accordance with the Company's instructions, will promptly deliver to the
     Company all such Company property and Confidential Information.

8.   Limitation of Liability.


9.   Covenants.

     (a) Pre-existing Obligations. Consultant represents and warrants that
     Consultant is not under any pre-existing obligation inconsistent with the
     provisions of this Agreement.



     (b) Solicitation of Employment. Because of the trade secret subject matter
     of the Company's business, Consultant agrees that he will not (i) induce
     any employee of the Company to leave the employ of the Company or (ii)
     solicit the business of any client or customer of the Company (other than
     on behalf of the Company) for the Consultancy Period and for twelve ( 12)
     months thereafter.

10.  General.

     (a) Assignment. Consultant may not assign his rights or delegate
     Consultant's duties under this Agreement either in whole or in part without
     the prior written consent of the Company. Any attempted assignment or
     delegation without such consent will be void.

     (b) Equitable Remedies. Because the Services are personal and unique and
     because Consultant will have access to the Company's Confidential
     Information, the Company may enforce this Agreement and any of its
     provisions by injunction, specific performance or other equitable relief
     without prejudice to any other rights and remedies that the Company may
     have for a breach of this Agreement.

     (c) Attorneys' Fees. If any action is necessary to enforce the terms of
     this Agreement, the substantially prevailing party will be entitled to
     reasonable attorneys' fees, costs and expenses in addition to any other
     relief to which such prevailing party may be entitled.

     (d) Governing Law; Severability. This Agreement will be governed by and
     construed in accordance with the laws of the State of California excluding
     that body of law pertaining to conflict of laws. If any provision of this
     Agreement is for any reason found to be unenforceable, the remainder of
     this Agreement will continue in full force and effect.

     (e) Notices. Any notices under this Agreement will be sent by certified or
     registered mail, return receipt requested, to the address specified below
     or such other address as the party specifies in writing. Such notice will
     be effective upon its mailing as specified.



     (f) Complete Understanding: Modification. This Agreement, along with
     Consultant's Stock Option Agreement dated February __, 1998, constitutes
     the complete and exclusive understanding and agreement of the parties and
     supersedes all prior understandings and agreements, whether written or
     oral, with respect to the subject matter hereof. Any waiver, modification
     or amendment of any provision of this Agreement will be effective only if
     in writing and signed by the parties hereto.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the Effective

Macromedia:                                   J. (Ian) Giffen:

By:                                           By:
   ------------------------------                -------------------------------

Address: 600 Townsend                         Address:
         San Francisco, CA 94103