Consulting Agreement - Seminis Vegetable Seeds Inc. and N&N Corporate Consulting SC
CONSULTING AGREEMENT
BETWEEN
SEMINIS VEGETABLE SEEDS, INC AND
N&N CORPORATE CONSULTING, S.C.
THIS AGREEMENT, effective as of April 1, 2003, by and between Seminis
Vegetable Seeds, Inc. (herein called Company) and N&N Corporate Consulting, S.C.
(herein called Consultant).
WITNESSETH:
WHEREAS, Company has requested the assistance of Consultant to provide
professional services; and
WHEREAS, Consultant is willing to perform such services;
NOW, THEREFORE, Company and Consultant agree as follows:
I. Scope of Work
Consultant agrees to provide professional services and consulting as
requested by the Chairman and CEO of Company.
II. Term of Agreement and Schedule
The term of this Agreement shall be from the date first above
written and shall end on August 31, 2003.
III. Compensation and Payment
As full and complete compensation for the Consultant's services
performed under this Agreement, Company agrees to pay to Consultant a total
gross of $100,000 per month until a total of $500,000 has been paid. Consultant
will be responsible for reporting and payment of all taxes on any payments made
by Company.
Payments will be made by Company upon receipt of invoices from
Consultant to be approved by Chief Financial Officer of Company.
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Consultant may be asked by the Company to travel on the Company's
business. Company will reimburse Consultant for expenses relating to the work
performed by Consultant for Company. All expense reimbursements must be approved
by the Chief Financial Officer of Company.
IV. Confidential Information
"Confidential Information" shall mean that information disclosed to
Consultant in connection with, and during the term of this Agreement in
connection with the services to be performed hereunder. It shall also mean
information, concepts, and methodology arising out of the work performed
hereunder, including drafts and associated materials. All Confidential
Information disclosed to Consultant during the term of, or in anticipation of,
this Agreement shall be deemed to be in connection with this Agreement. The term
"Confidential Information" shall not mean any information which is previously
known to Consultant without obligation of confidence, or without breach of this
Agreement; is publicly disclosed by Company either prior or subsequent to
Consultant's receipt of such information; or is rightfully received from a third
party without obligation of confidence.
Consultant agrees to hold all Confidential Information in trust and
confidence and not to use such Confidential Information other than for the
benefit of Company, during the term of this Agreement. Except as may be
authorized in writing by Company, Consultant agrees not to disclose any such
Confidential Information, by publication or otherwise, to any person other than
those who have a need to know for purposes of carrying out services in
connection with this Agreement, and who agree to be bound by and comply with the
provisions of this Section. Consultant may make a reasonable number of copies of
documents or other media containing Confidential Information for purposes of
performing the services under this Agreement. Upon termination or expiration of
this Agreement, Consultant will return to Company all written or descriptive
matter or other documents, tapes or any other media which contain any such
Confidential Information.
V. Rights in Data
All of the materials produced in connection with this Agreement
shall belong exclusively to Company and shall be deemed to be works made for
hire. To the extent that any of these materials may not, by operation of law, be
works made for hire, Consultant hereby assigns to Company the ownership of
copyright in these materials, and Company shall have the right to obtain and
hold in its own name or transfer to others, copyrights, and similar protection
which may be available in such materials.
Consultant shall have the right to list/name Company as a client and
to use Company as a reference; however, any further use of Company's name
promotionally or otherwise in connection with Consultant's business shall be
subject to Company's prior written approval.
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VI. Termination
Upon termination or expiration of this Agreement, Consultant shall
promptly deliver to Company all work performed by Consultant under this
Agreement including all documentation and all copies thereof. In addition,
Consultant will return all Company property.
VII. Independent Contractor
Under this Agreement, Consultant agrees that it will perform as an
independent contractor, and not as an agent or employee of Company. As an
independent contractor Consultant agrees to be responsible for the payment of
all taxes and withholdings specified by law, which may be due in regard to
compensation paid by Company.
VIII. Governing Law and Entire Agreement
This Agreement shall be governed by the laws of the state of
California and constitutes the entire Agreement between Company and Consultant
with respect to the furnishing of consulting services. The foregoing terms and
conditions shall prevail notwithstanding any variance with the terms and
conditions of the proposal submitted Consultant.
IX. Compliance with Law
Consultant warrants that in the performance of this Agreement, it
has complied and will comply with all applicable federal, state, and local laws.
X. Force Majeure
Neither party shall be held responsible for any losses resulting if
the fulfillment of any terms or provisions of this Agreement are delayed or
prevented by any cause not within the control of the party whose performance is
interfered with, and which, by the exercise of reasonable diligence, said party
is unable to prevent.
XI. Survival Beyond Termination or Completion
The provisions of Sections IV. (Confidential Information) and V.
(Rights in Data) shall survive the termination or completion of this Agreement.
XII. Entire Agreement
This Agreement is the sole agreement between the parties with
respect to the work to be performed hereunder. This Agreement supersedes all
prior writings and representations with respect to the work and may be modified
or rescinded only by a writing signed by both parties or their authorized
agents.
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IN WITNESS WHEREOF, the parties hereunder have executed this Agreement as
of the day and year first above written.
Company:
By /s/ Bruno Ferrari
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Title SR. VP HR LEGAL
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Date 03/10/03
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Consultant:
By /s/ EUGENIO NAJERA SOLORZANO
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Title CEO
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Date 03/10/03
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