EXHIBIT 10.51
ARIS Corporation Professional Services Agreement
This Professional Services Agreement (the "Agreement") is between ARIS
Corporation ("ARIS") and Weyerhaeuser ("Client").
1. Services
ARIS Corporation will provide to Client the Services specified on a standard
ARIS Work Order or Client Purchase Order, under the terms of this Agreement.
Each Work Order or Purchase Order shall specify the Services and applicable
fees, and will be governed by the terms of this Agreement.
2. Fees for Services
Unless otherwise specified in the applicable Work Order or Purchase Order,
Services shall be provided to Client on a time and material basis ("T&M").
Rates must be specified on the attached Rate Structure or on a standard Work
Order. If a dollar limit is stated in the applicable Work Order or Purchase
Order, the limit shall be deemed an estimate for Client's budgeting and ARIS'
resource scheduling purposes; after the limit is expended, ARIS will continue
to provide the Services on a T&M basis if a Work Order or Purchase Order for
continuation of the Services is signed by the parties.
3. Incidental Expenses
Unless otherwise stated in the Work Order, Client shall reimburse ARIS for
reasonable travel, communications, and out-of-pocket expenses incurred in
conjunction with the services.
4. Invoicing and Payment
ARIS shall invoice Client monthly, unless otherwise expressly specified in a
Work Order or Purchase Order. Charges shall be payable thirty (30) days from
the date of invoice and shall be deemed overdue if they remain unpaid
thereafter.
5. Taxes
The charges do not include taxes. If ARIS is required to pay any federal,
state, or local taxes based on the Services provided under this Agreement, the
taxes shall be billed and paid by Client; this shall not apply to taxes based
on ARIS' income.
6. Term
This Agreement shall commence on its Effective Date. Either party may
terminate this Agreement at any time by providing the other party with written
notice. Any Work Order outstanding at the time of termination shall continue
to be governed by this Agreement as if it had not been terminated.
7. Warranty
ARIS warrants that the Services will be performed consistent with generally
accepted industry standards.
8. Limitations on Warranty
Page 1
1051
Client must report any deficiencies in the services to ARIS in writing
within thirty (30) days of completion of the services in order to receive
warranty remedies. The warranty herein is exclusive and in lieu of all other
warranties, whether express or implied, including the implied warranties of
merchantability and fitness for a particular purpose.
9. Exclusive Remedy
For any breach of the above warranty, Client's exclusive remedy, and ARIS'
entire liability, shall be the reperformance of the Services. If ARIS is
unable to reperform the Services as warranted, Client shall be entitled to
recover the fees paid to ARIS for the deficient services.
10. Relationship between the Parties
ARIS is an independent contractor; nothing in this Agreement shall be
construed to create a partnership, joint venture, or agency relationship
between the parties. Each party will be solely responsible for payment of all
compensation owed to its employees, as well as employment related taxes. Each
party will maintain appropriate worker's compensation for its employees as well
as general liability insurance.
11. Authority to Enter Into Agreement
Each party to this Agreement has the authority to enter into and form this
Agreement. The individuals signing the Agreement have the authority to act as
agents of their respective organizations. Each party acknowledges that they
have read this Agreement and will abide by it.
12. Force Majeure
Neither party will be considered to be in default of this agreement as a
result of events beyond their reasonable control. For purposes of this
Agreement, such acts shall include, but are not limited to, acts of God,
catastrophe, or other "force majeure" events beyond the parties' reasonable
control.
13. Assignment of Contract
The Client may not assign the Agreement or its responsibility for payments
to any organization, without written approval by ARIS. ARIS may not assign its
responsibilities for performance under the Agreement to any organization
without written approval of the Client.
14. Hold Harmless; Indemnity
ARIS asserts it possesses all the rights and interests in the licensed
software necessary to enter into this agreement, and shall indemnify and hold
Client, its agents and employees harmless from any loss, damage or liability
for infringement of any United States patent right or copyright with respect to
the use of the licensed software; provided that ARIS is notified in writing
within ten calendar days of suit or claim against Client, that Client permits
ARIS to defend, compromise or settle said claim of infringement and give Vendor
all available information, assistance and authority to enable ARIS to do so,
provided Client fully observes all terms and conditions of this Agreement.
Client asserts it possesses all the rights and interests in the licensed
Page 2
1051
software necessary to enter into this agreement, and shall indemnify and hold
ARIS, its agents and employees harmless from any loss, damage or liability for
infringement of any United States patent right or copyright with respect to the
use of the licensed software; provided that Client is notified in writing
within ten calendar days of suit or claim against ARIS, that ARIS permits
Client to defend, compromise or settle said claim of infringement and give
Client all available information, assistance and authority to enable Client to
do so, provided ARIS fully observes all terms and conditions of this Agreement.
15. Confidentiality and Non-Disclosure
Except as legally required, the parties agree that neither party shall directly
or indirectly disclose or use any Confidential Information without prior written
permission from the other party.
"Confidential Information" means any type of confidential or proprietary
information or material disclosed to or known by the recipient of such
information ("Recipient") as a consequence of or through its relationship with
the party disclosing such information, and consisting of information conceived,
originated, discovered, or developed in whole or in part by Recipient, which is
not generally known by non-Subject Party personnel, including but not limited
to information which relates to research, development, trade secrets, know-how,
inventions, technical data, hardware, software, source codes, object codes,
manufacture, purchasing, accounting, engineering, marketing, merchandising and
selling, business labs or strategies, and information entrusted by third
parties to the party disclosing such information.
16. Nonsolicitation of Employees
During the period that this Agreement is in effect and for a period of
six (6) months after termination or expiration thereof, each party agrees not to
solicit for employment any technical or professional employees of the other
party assigned to work on the Project without the prior written approval of the
other party. The parties further agree to include the provision in any resultant
contract or subcontract.
17. Insurance and Risk of Loss
The Client bears all responsibility for damages to their equipment and
facilities.
ARIS will hold Client harmless for any liability to ARIS employees who may
be injured while on Client's site, for whatever purpose.
18. Survival of Rights
The rights and responsibilities of sections 14 and 15 shall survive the
termination of this Agreement.
19. Severability
All provisions of this Agreement are severable and no provision hereof shall
be affected by the invalidity of any other such provision.
20. Governing Law; Attorney's Fees; Venue
Page 3
1051
This Agreement shall be governed by and construed in accordance with the
laws of the state of Washington. In the event of a dispute over this
Agreement, the prevailing party shall recover its reasonable attorneys' fees
and costs from the breaching party. Venue shall be in King County, Washington.
21. Entire Agreement
This Agreement constitutes the complete agreement between the parties and
supersedes all previous and contemporaneous agreements, proposals, or
representations, written or oral, concerning the subject matter of this
Agreement. Neither this Agreement nor a Work Order or Purchase Order may be
modified or amended except in writing signed by a duly authorized
representative of each party: no other act, document, usage, or custom shall
be deemed to amend or modify this Agreement, a Work Order, or Purchase Order.
It is expressly agreed that any terms and conditions of Client's purchase order
shall be superseded by the terms and conditions of this Agreement and the
applicable Work Order.
The Effective Date of this Agreement shall be February 13, 1995.
The following individuals, by signing, agree to enter into this consulting
agreement and to be bound by its provisions.
ARIS Corporation Weyerhaeuser
/s/ ▇▇▇▇ Song, President /s/ ▇▇▇▇▇▇ ▇▇▇▇
Weyerhaeuser or its Majority Owned Subsidiary
CONSULTING AGREEMENT
No C-5002
(Attach Addendum "A" when entering into an agreement with more than one
individual or with a company comprised of more than one employee.)
In consideration of the mutual covenants hereinafter defined and the fees to
be paid by Company (Company can be Weyerhaeuser or any of its majority owned
subsidiaries depending upon which entity enters into this Agreement) to the
undersigned Consultant, it is agreed that:
Services:
1. The services provided for this project by the Consultant shall be:
Assist Weyerhaeuser in the design and development of the replacement for the
Boards Software System. The requirements of Addendum B are incorporated into
this agreement
Representatives:
2. Company's representative for this project will be ▇▇▇▇ ▇▇▇▇ (name), or
such other representative that Company may appoint by written notice to
Consultant, with whom Consultant will consult regarding all matters pertaining
to this project. Said representative will make all arrangements for
consultation by Consultant with employees or designees of Company. Projects
under this agreement and all expenditures therefore shall
Page 4
1051
be outlined in writing and approved by said representative before the work is
initiated or the expenditure made. Company understands that the services are to
be provided by the undersigned Consultant. Any sub-consultant service must have
the prior written approval of the Company representative.
Term:
3 The effective date of this agreement is January 7, 1991. Unless the
project is terminated earlier, as hereinafter provided, the Consultants
services shall be provided in the term between the effective date of this
agreement and June 30, 1992. This project may be terminated at any time that
Company considers the contemplated work to be completed or no longer wanted and
so notifies Consultant in writing.
Industrial Safety:
4. Consultant agrees to become familiar with Company's premises and
operations thereon, when any part of Consultants services are rendered on such
premises, and to take all reasonable precautions to avoid injury or damage to
any party or his property. It is understood that some of Company's premises to
which Consultant may be granted access are used for manufacturing, logging and
other heavy industrial activity and are maintained only to the standards
required for such use. Consultant hereby assumes all risks of injury to
Consultant or employees, representatives, or agents of Consultant, and damage
to the property of any of them, in connection with the performance of services
hereunder. Consultant will comply with Company policy with regard to safety and
security requirements.
Records:
5. Consultant shall keep adequate records of all work done under this
project and shall turn such records over to Company upon termination of this
project together with any documents, records, software, computer programs,
drawings, or other papers developed or acquired by Consultant in connection
with this project. All such tangible materials shall be owned by Company and to
the extent there is copyrightable subject matter in any such material
Consultant agrees to fully cooperate during the term hereof and thereafter to
perfect and fully vest such copyright ownership in Company if requested by
Company, such cooperation may include review and execution of transfer
instruments with Consultant being compensated therefore at the agreed upon rate
specified herein and for its out-of-pocket expenses. No claim for additional
compensation shall be made for any proprietary rights that may be obtainable by
Company for Consultant's work.
6. Consultant shall exercise reasonable care to prevent disclosure of
Company's Proprietary information to any third party and will not use for
Consultant's own benefit or that of others such information whether developed
in the course of this project or derived from Company' except as may be
authorized in writing by Company, unless and to the extent that such
information shall become publicly known through no fault of Consultant. This
obligation shall not apply to such Information as Consultant can show was known
to Consultant in written or graphic form prior to the date of this agreement.
All information developed in the course of this project shall be considered
Company Proprietary Information. To the extent allowed by law, all
copyrightable material created by Consultant shall be considered a work for
hire and the property of the Company.
Page 5
1051
Inventions, Legal Assistance:
7. Consultant agrees to promptly disclose to said representative all
developments, such as designs, ideas, computer programs, discoveries,
inventions or improvements thereto, whether patentable or not, made by
Consultant during the term of this project and coming within the Field hereof
or deriving from information developed or acquired by Consultant through this
project, including all such developments as are originated or conceived during
the term of this project buy are completed or reduced to practice thereafter,
and further agrees that such developments shall be the property of Company.
Consultant shall assist Company at all times to perfect and maintain domestic
and foreign patent rights to such developments in Company by signing all
necessary papers, including assignments, testifying in legal proceedings, and
rendering whatever other assistance may be requested by Company with Consultant
being compensated at the rate agreed upon herein and for its out-of-pocket
expenses. Consultant warrants that it is not aware of any patents, trade
secrets, copyrights or trademarks or any other proprietary right that Company
might infringe by using the results of Consultant's work resulting from this
agreement. In the event Consultant during the term of the Agreement proposes
to use protected progeny it shall immediately notify Company's representative
in writing and Company shall then have the right to direct Consultant to
propose non-protected alternatives.
8. As full compensation for the obligations of this agreement and the
services to be provided hereunder, Company shall pay the Consultant as follows:
Rates:
___ Straight time basis, $[blank] per [blank]
___ Straight time basis in accordance with attached rate schedule dated
[blank]
x Other (specify) See Addendum B
Expenses:
All necessary out-of-pocket expenditures by Consultant must be approved by
the Company representative in advance. Consultant will provide adequate support
with invoice. All expense reimbursements will be included in Consultant's Form
1099 as reported to the IRS.
Upper Limit:
The total cost for Consultant's services and expenditures under this
agreement shall not exceed $650,000.00. Payment for charges over this amount
will not be made.
Payment:
9. Payment will be made upon receipt of itemized monthly invoices, with
estimate of cost of the work remaining uncompleted. Invoices are to be
addressed to said representative.
Independent Status:
10. Consultant hereby confirms that under the terms of this Consulting
Agreement for services specified herein that he is acting in the capacity
Page 6
1051
of an independent Contractor and not as an employee of Company. That in such
capacity he shall not be eligible to participate in Company's Employee Benefits
programs, including but not limited to, group insurance, retirement, vacation,
and such pay benefits. As an independent contractor, Consultant assumes full
responsibility for making all proper federal, state, and social security tax
payments and will file all returns and forms required in connection with
compensation received in connection with this agreement.
IN WITNESS WHEREOF the parties have duly executed this agreement
CONSULTANT: WEYERHAEUSER COMPANY
A.R.I.S. Containerboard Packaging Div.
(Firm Name) Information Systems
[Blank line] /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ Mail Stop #CH 3K32
▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
*Applied Relational Information Systems
Attached: Addendum A & Addendum B
cc: ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇
Weyerhaeuser or Forming Part of Contract No. C-5002
its Majority Owned Subsidiary
ADDENDUM "A"
Indemnity
1. Consultant hereby indemnifies and saves harmless Company from and against
any and all liability or claims of liability of every kind and nature,
including claims or liability for bodily injury, death and property damage
(including, without limitation, Consultant's employees or property), arising
out of Consultant's performance hereunder, regardless of negligence, excepting
herefrom any such liability and claims of liability solely attributable to acts
of Company's direct-payroll employees, and Consultant shall, at Consultant's
own expense, handle all such claims, defend all lawsuits filed against Company
on account thereof, provided, that if Company elects to retain independent
counsel, Consultant shall reimburse Company for all costs reasonably incurred
by Company to defend itself through attorneys of its choice.
2. Prior to commencement of the work, Consultant shall obtain and maintain
in full force and effect during the term hereof, at Consultant's sole expense
the following insurance coverages upon Consultant's operations hereunder:
(a) Comprehensive or Commercial General Liability (occurrence form),
including contractual, products, completed operations, broad form property
damage and independent contractors with combined single limit of $500,000
Page 7
1051
or equivalent. Company shall be designated as an additional insured.
(b) Comprehensive Automobile Liability covering owned, hired and non-owned
vehicles with combined single limit of $500,000 or equivalent.
(c) Workers' Compensation or Industrial Accident insurance including
Employer's Liability with limit of $100,000 per accident.
Consultant shall also furnish Company with Certificates of Insurance
evidencing compliance herewith. Consultant shall require insurance carrier to
give Company at least thirty (30) days' written notice prior to any change or
cancellation of said coverage, either in whole or in part.
Rules, Laws and Regulations
3. Consultant and Consultant's employees, representatives and contractors
shall observe all applicable rules, law and regulations, including safety
codes, industrial insurance codes and rules of Company or its insurance
underwriters relating to operations hereunder.
Interference with Operations
4. All work or services to be performed hereunder shall be done in such a
manner as not to interfere with Company's operations, and shall at all times be
subject to the inspection and approval of Company.
Audit & Records
5. Consultant shall maintain records and accounting procedures sufficient to
support invoices. Consultant's records pertaining to the performance of this
agreement shall be subject at reasonable times to inspection and audit by
Company. Consultant shall preserve and make available such records for one year
from the date of final payment.
IN WITNESS WHEREOF the parties have duly executed this agreement.
CONSULTANT: WEYERHAEUSER COMPANY
A.R.I.S. Containerboard Packaging Div.
(Firm Name) Information Systems
[Blank line] /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ Mail Stop #CH 3K32
▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
*Applied Relational Information Systems
Attached: Addendum A & Addendum B
cc: ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇
Weyerhaeuser Company
Agreement Number C-5002
Consulting Agreement
Addendum B
In consideration of the Mutual Covenants contained in the Agreement and
Page 8
1051
the following additional requirements, it is agreed that:
A. STARTUP: Consultant agrees to furnish at no charge, the three people
who will initially be assigned to the Analysis & Design Phase of the project
for a three-day period to work with the Company personnel in preparation for
commencement of Analysis & Design.
B. TERM: The forecasted completion date for this work is November 30,
1991. This Agreement shall remain in effect and Company may require work under
this Agreement through June 30, 1992. The termination provisions of Paragraph
3 of the Agreement are deleted and replaced with the following:
Work under this Agreement may be terminated at any time prior to July 1,
1991, for the convenience of Weyerhaeuser, with 30 calendar days advanced
written notice. Termination will become effective at the end of this notice
period, but not before the aggregate amount of work billable under this
contract exceeds the total amount of $100,000. After July 1, termination will
be effective 15 days after notification is provided.
Work under this Agreement may be terminated for cause immediately upon
provision of written notice stating this cause of termination. Such cause must
be non-performance by Consultant or Consultant's employee in order to justify
termination for cause.
C. COMPENSATION: Hourly rates applicable to work performed under this
Agreement are as follows:
DURING ANALYSIS AND DESIGN PHASE
Senior Designer $95 per hour
Designer $80 per hour
DURING BUILD PHASE
Senior Designer $90 per hour
Designer $75 per hour
Programmer $70 per hour
The above rates will remain in effect for the duration of this Agreement.
All work shall be performed at the above straight time rates. Compensation
shall only be granted for work performed while on Weyerhaeuser Federal Way
premises. If travel is specifically authorized to another location outside of
the Puget Sound region, then compensation will be authorized for work performed
at that site. Travel expenses will only be reimbursed for authorized travel to
work at a location outside of the Puget Sound Region.
D. PAYMENT: Consultant agrees to submit an invoice each month for all work
performed during that month.
E. ASSIGNMENT OF PERSONNEL: Personnel assigned by the Consultant to work
on this project must be approved by the Company. Once assigned to the Analysis
and Design Phase, Consultant will not reassign Personnel to other work until
after completion of the Build Phase without the approval of the company. Such
approval shall not be unreasonably withheld. Company may require the immediate
removal of Consultant's employee for non-performance upon provision of written
notice documenting non-performance. Consultant will provide a replacement
employee, suitable to Company, within 15 calendar days.
F. The requirements of this ADDENDUM shall become effective when signed by
both parties and shall remain in effect for the duration of the Agreement.
Page 9
1051
G. Except as herein modified, the Terms and Conditions of the Agreement
remain in full force and effect.
By signature below, both parties agree to be bound by the foregoing
provisions and requirements:
CUSTOMER ▇.▇.▇.▇. ▇▇▇▇▇▇▇▇▇▇▇▇ COMPANY
Signature [blank line] /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
Title [blank line] I.S. Manager
Date [blank line] 1-31-91
Weyerhaeuser or Its
Majority Owned Subsidiary
CONSULTING AGREEMENT
(Attach Addendum "A" when entering into an agreement with more than one
individual or with a company comprised of more than one employee)
In consideration of the mutual covenants hereinafter defined and the fees to
be paid by Company (Company can be Weyerhaeuser or any of its majority owned
subsidiaries depending upon which entity enters into this Agreement) to the
undersigned Consultant, it is agreed that:
Services:
1. The services provided for this project by the Consultant shall be:
[inserted in handwriting: "modifications to Logsystem software as directed by
Company's representative"].
Representatives:
2. Company's representative for this project will be [inserted in
handwriting "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇"], or such other representative that Company may
appoint by written notice to Consultant, with whom Consultant will consult
regarding all matters pertaining to this project. Said representative will
make all arrangements for consultation by Consultant with employees or
designees of Company. Projects under this agreement and all expenditures
therefor shall be outlined in writing and approved by said representative
before the work is initiated or the expenditure made. Company understands that
the services are to be provided by the undersigned Consultant. Any
sub-consultant service must have the prior written approval of the Company
representative.
Term:
3. The effective date of this agreement is [inserted in handwriting
"8-27-90"]. Unless the project is terminated earlier, as hereinafter provided,
the Consultant's services shall be provided in the term between the effective
date of this agreement and [inserted in handwriting "12-31-90"]. This project
may be terminated at any time that Company considers the contemplated work to
be completed or no longer wanted and so notifies Consultant in writing.
Industrial Safety:
4. Consultant agrees to become familiar with Company's premises and
operations thereon, when any part of Consultant's services are rendered on such
premises, and to take all reasonable precautions to avoid injury or damage to
any party or his property. It is understood that some of Company's premises to
which Consultant may be granted access are used for manufacturing, logging and
other heavy industrial activity and are maintained only to the standards
required for such use. Consultant hereby
Page 10
1051
assumes all risks of injury to Consultant or employees, representatives, or
agents of Consultant, and damage to the property of any of them, in connection
with the performance of services hereunder. Consultant will comply with Company
policy with regard to safety and security requirements.
Records:
5. Consultant shall keep adequate records of all work done under this
project and shall turn such records over to Company upon termination of this
project together with any documents, records, software, computer programs,
drawings, or other papers developed or acquired by Consultant in connection
with this project. All such tangible materials shall be owned by Company and
to the extent there is copyrightable subject matter in any such material
Consultant acknowledges and agrees Company shall have all right, title and
interest thereto. To the extent required by law, Consultant agrees to fully
cooperate during the term hereof and thereafter to perfect and fully vest such
copyright ownership in Company. If requested by Company, such cooperation may
include review and execution of transfer instruments with Consultant being
compensated therefor at the agreed upon rate specified herein and for its
out-of-pocket expenses. No claim for additional compensation shall be made for
any proprietary rights that may be obtainable by Company for Consultant's work.
Proprietary Information:
6. Consultant shall exercise reasonable care to prevent disclosure of
Company's Proprietary Information to any third party and will not use for
Consultant's own benefit or that of others such information whether developed
in the course of this project or derived from Company, except as may be
authorized in writing by Company, unless and to the extent that such
information shall become publicly known through no fault of Consultant. This
obligation shall not apply to such information as Consultant can show was known
to Consultant in written or graphic form prior to the date of this agreement.
All information developed in the course of this project shall be considered
Company Proprietary Information. To the extent allowed by law, all
copyrightable material created by Consultant shall be considered a work for
hire and the property of the Company.
Inventions, Legal Assistance:
7. Consultant agrees to promptly disclose to said representative all
developments, such as designs, ideas, computer programs, discoveries,
inventions or improvements thereto, whether patentable or not, made by
Consultant during the term of this project and coming within the Field hereof
or deriving from information developed or acquired by Consultant through this
project, including all such developments as are originated or conceived during
the term of this project but are completed or reduced to practice thereafter,
and further agrees that such developments shall be the property of Company.
Consultant shall assist Company at all times to perfect and maintain domestic
and foreign patent rights to such developments in Company by signing all
necessary papers, including assignments, testifying in legal proceedings, and
rendering whatever other assistance may be requested by Company with Consultant
being compensated at the rate agreed upon herein and for its out-of-pocket
expenses. Consultant warrants that it is
Page 11
1051
not aware of any patents, trade secrets, copyrights or trademarks or any other
proprietary right that Company might infringe by using the results of
Consultant's work resulting from this agreement. In the event Consultant during
the term of this Agreement proposes to use protected property it shall
immediately notify Company's representative in writing and Company shall then
have the right to direct Consultant to propose non-protected alternatives.
Compensation:
8. As full compensation for the obligations of this agreement and the
services to be provided hereunder, Company shall pay the Consultant as follows:
Rates:
x Straight time basis, $100 per hour
___ Straight time basis in accordance with attached rate schedule dated
[blank]
___ Other (specify)
Expenses:
All necessary out-of-pocket expenditures by Consultant must be approved by
the Company representative in advance. Consultant will provide adequate
support with invoice. All expense reimbursements will be included in
Consultant's Form 1099 as reported to the IRS.
Upper Limit:
The total cost for Consultant's services and expenditures under this
agreement shall not exceed [inserted in handwriting "$5,000.00"]. Payment for
charges over this amount will not be made.
Payment:
9. Payment will be made upon receipt of itemized monthly invoices, with
estimate of cost of the work remaining uncompleted. Invoices are to be
addressed to said representative.
Independent Status:
10. Consultant hereby confirms that under the terms of this Consulting
Agreement for services specified herein that he is acting in the capacity of an
independent contractor and not as an employee of Company. That in such
capacity he shall not be eligible to participate in Company's Employee Benefits
programs, including but not limited to, group insurance, retirement, vacation,
and such pay benefits. As an independent contractor, Consultant assumes full
responsibility for making all proper federal, state, and social security tax
payments and will file all returns and forms required in connection with
compensation received in connection with this agreement.
IN WITNESS WHEREOF the parties have duly executed this agreement
CONSULTANT: [blank line] WEYERHAEUSER COMPANY
(Firm name) or its Majority Owned Subsidiary
By: /s/ ▇▇▇▇ Song /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ WWC 2E2
▇▇▇▇, ▇▇ ▇▇▇▇▇ x6037
Page 12
1051
Weyerhaeuser or Forming Part of Contract No. [blank]
Its Majority Owned Subsidiary
Addendum "A"
Indemnity:
1. Consultant hereby indemnifies and saves harmless Company from and against
any and all liability or claims of liability of every kind and nature,
including claims or liability for bodily injury, death and property damage
(including, without limitation, Consultant's employees or property), arising
out of Consultant's performance hereunder, regardless of negligence, excepting
herefrom any such liability and claims of liability solely attributable to acts
of Company's direct-payroll employees, and Consultant shall, at Consultant's
own expense, handle all such claims, defend all lawsuits filed against Company
on account thereof, provided, that if Company elects to retain independent
counsel, Consultant shall reimburse Company for all costs reasonably incurred
by Company to defend itself through attorneys of its choice.
The following paragraphs are stricken:
[Insurance:
2. Prior to commencement of the work, Consultant shall obtain and maintain
in full force and effect during the term hereof, at Consultant's sole expense,
the following insurance coverages upon Consultant's operations hereunder:
(a) Comprehensive Commercial General Liability (occurrence form), including
contractual, products, completed operations, broad form property damage and
independent contractors with combined single limit of $500,000 or equivalent.
Company shall be designated as an additional insured.
(b) Comprehensive Automobile Liability covering owned, hired and non-owned
vehicles with combined single limit of $500,000 or equivalent.
(c) Workers' Compensation or Industrial Accident insurance including
Employer's Liability with limit of $100,000 per accident.
Consultant shall also furnish Company with Certificates of Insurance
evidencing compliance herewith. Consultant shall require insurance carrier to
give Company at least thirty (30) days' written notice prior to any change or
cancellation of said coverage, either in whole or in part.]
Rules, Laws and Regulations
3. Consultant and Consultant's employees, representatives and contractors
shall observe all applicable rules, law and regulations, including safety
codes, industrial insurance codes and rules of Company or its insurance
underwriters relating to operations hereunder.
Interference with Operations
4. All work or services to be performed hereunder shall be done in such a
manner as not to interfere with Company's operations, and shall at all times be
subject to the inspection and approval of Company.
Audit & Records
5. Consultant shall maintain records and accounting procedures sufficient to
support invoices. Consultant's records pertaining to the performance of this
agreement shall be subject at reasonable times to inspection and audit by
Company. Consultant shall preserve and make available such records for one
year from the date of final payment.
Page 13
1051
IN WITNESS WHEREOF the parties have duly executed this agreement
CONSULTANT: [blank line] WEYERHAEUSER
(Firm name) or its Majority Owned Subsidiary
/s/ ▇▇▇▇ Song /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ S.E. WWC 2E2
▇▇▇▇, ▇▇ ▇▇▇▇▇ x6037
Page 14