Consulting Agreement - Ralph Lauren Home Collection Inc. and Arnold Aronson
CONSULTING AGREEMENT
This agreement, is entered into as of April , 2002, by and between Ralph
Lauren Home Collection, Inc. ("RLHC") and Arnold Aronson ("Consultant") with
respect to RLHC's engagement of Consultant to provide Services for the Ralph
Lauren Home Collection division of RLHC (the "Home Collection" as defined herein
below.
In full and complete consideration of the mutual promises set forth herein
below, the parties agree as follows:
1. SERVICES. RLHC shall engage Consultant on a non-exclusive basis to
provide, and Consultant has agreed to provide to the best of his ability, the
following services:
Consult with the Home Collection regarding all aspects of developing
its domestic and international growth strategy, which shall include
both wholesale and retail opportunities in the United States and all
other global markets, as well as those services that may be reasonable
requested of Consultant by the President of the Home Collection from
time to time (the "Services").
In providing Services hereunder, Consultant shall devote a minimum of two (2)
days per week during the Term as defined below or not less than a total of one
hundred (100) days per calendar year during the Term as defined below. The
Services shall be provided by Consultant during normal business hours at a
location mutually agreed upon by consultant and RLHC.
2. TERM. The term of this Agreement shall be for a period of two (2) years
(the "Term") commending on or about March 25, 2002 and shall expire on or about
March 4, 2004, unless RLHC and Consultant shall otherwise agree in writing to
extend the Term beyond such expiration date.
3. COMPENSATION. As compensation for providing Services hereunder,
Consultant shall receive a fee in the amount of $250,000.00 per each calendar
year during the Term, payable in equal monthly
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installments within fifteen (15) business days of RLHC's receipt of Consultant's
invoice for same.
4. EXPENSES. In the event that Consultant is required, in connection with
the performance of Services hereunder, to incur business expenses, e.g. travel
and lodging, RLHC shall reimburse Consultant for all reasonable and necessary
expenses that have been approved in advance by RLHC in writing. In connection
with such expenses, Consultant shall submit to RLHC documentation substantiating
same, e.g., receipts, and shall be reimbursed within fifteen (15) business days
of RLHC's receipt of an invoice together with such substantiating documentation.
5. WORK PRODUCT. (a) Consultant hereby agrees that all materials, ideas,
writings and other property, whether or not copyrightable, created or adapted by
him, whether alone or in conjunction with any other person, firm or corporation
(hereinafter referred to as "Person") arising out of or created in connection
with Services provided for RLHC hereunder (the "Work Product") shall be "work
made for hire" for RLHC within the meaning of the United States Copyright Act of
1976 and for all other purposes and as such, the sole and exclusive property of
RLHC.
(b) Consultant hereby assign exclusively to RLHC in perpetuity, all right, title
and interest of any kind whatsoever, in and to the Work Product, including any
and all copyrights thereto (and the exclusive right to register copyrights), and
represent and warrant that you have not previously assigned such rights or any
portion thereof to any other Person. Accordingly, all rights in and to the Work
Product, including any materials derived therefrom or based thereon and
regardless of whether any such Work Product is actually used by RLHC, shall from
its creation be owned exclusively by RLHC and Consultant will not have or claim
to have any rights of any kind whatsoever in such Work Product. Without limiting
the generality of the foregoing, Consultant will not make any use of any of the
Work Product in any manner whatsoever without RLHC's prior written consent.
(c) Consultant represents and warrants that the Work Product provided by him
hereunder will be original works created by him or a third party and not
previously published in any form and that the use by RLHC Work Product will not
violate or infringe any copyright or other proprietary or privacy right of any
other Person and that RLHC will have the right to use the Work Product in
perpetuity without obligation to any Person. In the event of any breach of this
representation and warranty, Consultant agrees to indemnify RLHC and hold it
harmless from and
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against any and all claims, costs, liabilities and expenses incurred by it as a
result of such breach.
6. CONFIDENTIALITY. In connection with providing Services hereunder, RLHC
will provide Consultant with and permit Consultant to have access to
confidential and proprietary information and material, which if disclosed could
adversely affect the business operations of RLHC and RLHC's affiliated
companies, divisions, officers, executives and employees (hereinafter
collectively, "RLHC Affiliates"). Such confidential and proprietary information
may include, without limitation, design and branding strategies, business,
financial, marketing, advertising and promotional plans and materials, and other
such information relating to RLHC and RLHC Affiliates (hereinafter "Confidential
Information"). All such information furnished to Consultant and to which
Consultant is given access, whether furnished before or after the date hereof,
and regardless of the manner in which it is furnished, is considered by RLHC to
be Confidential Information. Unless otherwise agreed to in advance and in
writing by RLHC, Consultant agrees, except as required by law, to keep all
Confidential Information secret and strictly confidential and not to disclose or
reveal any Confidential Information to any third party for any reason
whatsoever. In the event that Consultant is required by applicable law or
regulation or by legal process to disclose any Proprietary Information,
Consultant agrees to provide RLHC with prompt notice of such request(s) and will
furnish only that portion of the Proprietary Information which, in the opinion
of counsel, Consultant is legally compelled to disclose. In the event that, for
any reason, Consultant is no longer rendering Services to RLHC, Consultant will
promptly deliver to RLHC or, if RLHC so notifies Consultant in writing, destroy,
all Proprietary Information he has received, including all copies,
reproductions, summaries, analyses or extracts thereof or based thereon in his
possession.
8. INDEPENDENT CONTRACTOR. In performing Services under this Agreement,
Consultant will be acting as an independent contractor and not as an employee of
RLHC for any purpose whatsoever, including but not limited to workers
compensation, health insurance and other benefits offered by RLHC to its
employees and the withholding and payment of income taxes with respect to the
compensation being paid to Consultant hereunder. Further, Consultant will not
have any authority or ability to bind, contract on behalf of or otherwise
obligate RLHC in any manner.
9. ENTIRE AGREEMENT. This Agreement contains the entire and complete
understanding of the parties and may not be amended except by a writing signed
by both parties.
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10. GOVERNING LAW. This Agreement is intended to be interpreted and
construed in accordance with the laws of the State of New York applicable to
agreements wholly made and to be performed therein.
IN WITNESS WHEREOF, the parties have executed this Agreement as of ___________,
2002.
RALPH LAUREN HOME COLLECTION, INC. ARNOLD ARONSON
By: /s/ /s/ ARNOLD ARONSON
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Authorized Signatory
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