Consulting Agreement - 3PF.com Inc. and George Kuper
CONSULTING AGREEMENT
This Agreement ("Agreement") is entered into as of the 13th day of June
2001 by and between 3PF.com, Inc., a Delaware corporation (hereinafter "3PF")
and George Kuper (hereinafter "Kuper"), and the parties therefore agree as
follows.
SECTION 1. POSITION AND DUTIES
Kuper will be expected to perform such duties and responsibilities as
are commensurate with the position of Chief Operating Officer of 3PF
and for seeing that the directions and assignments of the Chief
Executive Officer and the orders and resolutions of the Board of
Directors are carried into effect, including to plan, develop, and
help establish policies and objectives or business organization in
accordance with those directions, orders, and resolutions. Kuper
understands that his duties may require frequent travel as may be
needed by 3PF from time to time.
SECTION 2. TERM
The Term of this Agreement shall commence on April 1, 2001, and end on
December 31, 2001. At any time during the Term, the parties may
negotiate in good faith for the possible extension of this Agreement
or the revision of the terms of this Agreement.
SECTION 3. CONSULTING FEE
Throughout the Term of this Agreement, 3PF will pay Kuper a fee of
$15,000.00 per month. Payment will be made pursuant to the monthly
invoice submitted by Kuper.
SECTION 4. BUSINESS EXPENSES
During the Term of this Agreement, Kuper shall be entitled to receive
reimbursement for reasonable expenses incurred by Kuper in the
performance of his duties under this Agreement upon presentation of
appropriate documentation of such expenditures and if those expenses
meet the requirements of any policies issued by 3PF, including any
modifications to those policies that may be made from time to time,
with respect to the incurring, and reimbursement, of business
expenses.
SECTION 5 PROPRIETARY INFORMATION
5.01 CONFIDENTIALITY
Kuper will be expected to forever hold in the strictest confidence and
not disclose to any person, firm, corporation or other entity any of
3PF's Proprietary Information, as defined below, except as such
disclosure may be required in connection with his work for 3PF or as
expressly authorized by 3PF's policies in effect from time to time.
Kuper understands and agrees that the obligations set forth in this
Section 5 with respect to the confidentiality of 3PF's Proprietary
Information survive this Agreement.
5.02 DEFINITION OF PROPRIETARY INFORMATION
For the purposes of this Agreement, the term "Proprietary Information"
shall mean patent applications, copyrights, industrial designs,
service marks, trademarks, trade names, discoveries, inventions,
processes, methods, formulae, trade secrets, technical data,
<PAGE>
drawings, packaging, information concerning prices, costs and
customers, marketing techniques, inter company publications,
unpublished works, plans, policies, computer and information systems
and software and all other information and knowledge in any form or
media, relating or pertaining to the products, services, sales or
other business of 3PF, its parent company, successor, affiliates and
customers in any way which is of a confidential or proprietary nature.
Notwithstanding the foregoing, "Proprietary Information" shall not
include information that has become generally known in or available to
the public or industry in which 3PF conducts business and shall not
include general skills and expertise that Kuper acquires or may have
acquired during Kuper's work for 3PF or Kuper's work in the industry.
SECTION 6. INDEMNIFICATION
3PF agrees to indemnify and hold Kuper harmless from and against any
losses, claims, demands, damages or liabilities of any kind relating
to or arising out of Kuper's duties and responsibilities under this
Agreement. 3PF will not, however, be responsible for any such losses,
claims, demands, damages, liabilities or expenses that have resulted
from the gross negligence or willful misconduct of Kuper. 3PF also
agrees that Kuper shall not have liability (whether direct or
indirect, in contract, tort or otherwise) to 3PF or any of its
security holders or creditors for or in connection with this agreement
or Kuper's duties in connection therewith, except for any such
liability for losses, claims, demands, damages, liabilities or
expenses incurred by 3PF that have resulted from the gross negligence
or willful misconduct of Kuper.
SECTION 7. TERMINATION
7.01 BY EITHER PARTY WITH NOTICE
Either party may terminate this agreement at any time for any reason
or for no reason with seven days' advance written notice to the other
party.
7.02 BY EITHER PARTY IMMEDIATELY
3PF may terminate this agreement immediately without further
obligation to Kuper (other than 3PF's obligations to pay fees accrued
through the date of termination under Section 3, to reimburse expenses
incurred prior to the date of termination as provided in Section 4 and
to indemnify as provided in Section 6) upon the occurrence of any of
the following:
(i) Gross misconduct; or
(ii) Any breach of Section 5 of this agreement.
Kuper may terminate this agreement without further obligation to 3PF
upon a material breach by 3PF of Sections 3 or 6 of this agreement.
SECTION 8. ARBITRATION
Any controversy or claim arising out of or relating to this Agreement
or the breach hereof shall be submitted to binding arbitration in
accordance with the employment arbitration
2
<PAGE>
Rules then in effect of the American Arbitration Association ("AAA").
The party seeking arbitration must provide written notice to the
opposing party of the intent to arbitrate claims. Arbitration will
take place at AAA's offices in Southfield, Michigan.
The parties shall select an arbitrator from a list provided by the
American Arbitration Association that is mutually satisfactory to
them. If the parties are unable to agree on an arbitrator, they shall
each choose an arbitrator through the rules applied by AAA for the
selection of arbitrators. The arbitrator shall apply the law of the
State of Michigan or the federal law of the United States of America,
or both, as applicable to the claims asserted. The award of the
arbitrator shall be binding and final on all parties. Judgment upon
the award rendered may be entered in any court having jurisdiction
thereof. The arbitrator's fee and costs shall be divided equally
between the parties.
SECTION 9. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties
hereto with respect to the subject matter hereof and supercedes any
prior understandings, agreements or representations, written or oral,
relating to the subject matter hereof. It is to be construed under the
laws of the State of Michigan.
SECTION 10. NO AMENDMENT
No modification of amendment of this Agreement shall be binding unless
executed in writing by each of the parties hereto.
3PF.COM, INC. GEORGE KUPER
By: /s/ Paul Rosenbaum /s/ George Kuper
------------------------- ---------------------------
Its: CEO
Date: June 13, 2001 Date: June 13, 2001
----------------------- ---------------------