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EXHIBIT 10.11
CULP Communications Associates
5 Hedge Lane
Austin, Texas 78746
(512) 327-4338
Business Consultant
and
Management Agreement
Agreement made this 1st day of March 1998, between IXC Communications, Inc.,
hereinafter referred to as the Corporation, and Culp Communications Associates,
hereinafter referred to as CCA.
In consideration of the mutual promises herein contained, the parties hereto
agree as follows:
1. Term: This Agreement will be for an initial term of six months commencing
on 01 March 1998 and will be extended month to month thereafter unless
terminated by either party in writing.
2. Duties: The duties of CCA will include the rendering of consultation
and management services to the Corporation upon its request. CCA will make
itself available to consult with the Board of Directors, the officers, and
department heads of the Corporation ("Corporate Management"), at reasonable
times to be agreed upon between the parties.
3. Conflicts: CCA shall be free to represent or perform services for any
other clients, provided that it does not interfere or conflict with its
duties under this Agreement. CCA shall inform Corporation of its current
client list and shall inform Corporation of any potential conflicts which
may develop during the term of this Agreement.
4. Compensation: For services rendered hereunder CCA will receive a daily sum
equal to $1,000.00 per day or $500.00 per half day. A detailed statement of
services rendered, specifying the number of days of services performed will
be submitted to Corporation by CCA on a monthly basis.
In addition to the compensation specified herein, Corporation shall also
reimburse CCA for all out of pocket expenses incurred by CCA arising out of
its performance under the terms of this Agreement, including all travel
expenses. Allowable travel expenses shall include reimbursement for all
travel expenses normally reimbursable to the senior executives of
Corporation. All costs to CCA for said out of pocket expenses and travel
expenses shall be chargeable to the Corporation, and the Corporation shall
reimburse and pay over to CCA said costs upon receipt of written invoices
itemizing such costs.
5. Office space: Corporation will make available to CCA, for the term of this
Agreement, suitable office space, reasonable secretarial support, and phone
service for the performance of its duties under this agreement.
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6. Assignment: Because of the personal nature of the services to be rendered,
this Agreement may not be assigned by CCA without Corporation's prior
written consent, which may be withheld for any reason or no reason at all.
However, this Agreement will inure to the benefit of and be binding on
Corporation's successors and assigns.
7. Early Termination: It is agreed that CCA may terminate this Agreement upon
14 days written notice to Corporation in the event that Joe Culp accepts
full time employment during the term of this Agreement or any extension
thereof.
8. Assistants: If it is reasonably necessary for CCA to have the aid of
assistants or the services of other persons, companies or firms in order to
properly perform the duties and obligations required of CCA. CCA may from
time to time, with the prior approval of the Corporation, employ, engage or
retain the same. All costs to CCA for said services shall be chargeable to
the Corporation, assuming that the Corporation has given prior approval,
and the corporation shall reimburse and pay over to CCA said costs upon
receipt of written invoices itemizing such costs.
9. Limited Liability: With regards to the services to be performed by CCA
pursuant to the terms of this Agreement, neither CCA nor any employee or
agent of CCA, shall be liable to the Corporation, or to anyone who may
claim any right due to this relationship with the Corporation for any act
or omissions in the performance of said services on the part of CCA or on
the part of the agents or employees of CCA, except when said acts or
omissions of CCA are due to willful misconduct or culpable negligence. The
Corporation shall hold CCA free and harmless from any obligations, costs,
claims, judgments, attorneys fees and attachments arising from or growing
out of the services rendered to the Corporation pursuant to the terms of
this Agreement or in any way connected with the rendering of said services,
except when the same shall arise due to the willful misconduct or culpable
negligence of CCA, and CCA is adjudged to be guilty of willful misconduct
or culpable negligence by a court of competent jurisdiction.
10. Remedies: If any action at law or equity is necessary to enforce the terms
of this Agreement, the prevailing party shall be entitled to reasonable
attorney's fees, costs, and necessary disbursements in addition to any
other relief to which he may be entitled.
11. Texas Law: This Agreement shall be construed under and in accordance with
the laws of the State of Texas. In case any one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision thereof, and this
Agreement shall be construed as if such invalid, illegal, or unenforceable
provision had never been contained herein.
12. Independent Contractor: In performing Services pursuant to this Agreement,
CCA shall be, and at all times shall act as an independent contractor. CCA
shall not make any contract or commitment or incur any charge or expense in
the name of IXC. CCA expressly agrees, acknowledges and stipulates that
neither this Agreement nor the performance of CCA's obligations or duties
hereunder shall ever result in CCA, or anyone employed by CCA, being:
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(i) an employee or servant of IXC; or (ii) entitled to any benefits from
IXC including, but not limited to pension, profit sharing, or accident,
health, medical, life or disability insurance benefits or coverage, to
which employees of IXC may be entitled. The sole and only compensation or
benefit of any nature to which CCA shall be entitled are the payments
provided for herein. CCA will be responsible for all required federal,
state and local government withholdings or deductions for taxes or similar
charges, or otherwise pursuant to law, regulation or order with respect to
payment by Corporation of such compensation. The provisions of this
paragraph shall survive termination of this Agreement. IXC shall have no
right to direct or control CCA or its employees and agents but shall have
the right to conduct normal inspections of work in progress and conduct
regular reviews and receive periodic updates of progress.
13. Prior Agreements Superseded: This Agreement constitutes the sole and only
Agreement of the parties hereto constitutes the sole and only Agreement of
the parties hereto with regard to your consulting duties as outlined
herein. This Agreement supersedes any prior understandings or written or
oral agreements between the parties with regards to the subject.
Executed this the 24th day of April, 1998.
Culp Communication Associates
by /s/ JOE C. CULP
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Joe C. Culp, President
IXC Communications, Inc.
by /s/ BENJAMIN L. SCOTT
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Benjamin L. Scott
President and CEO