EXHIBIT 10.15
TECHNICAL CONSULTANCY AGREEMENT
BETWEEN:
BENTHOS, INC. (BENTHOS)
North Falmouth, Massachusetts
AND:
William D. McElroy (The Consultant)
Marine Systems Technology, Inc.
Falmouth, Massachusetts
DATED: October 1, 1996
This Agreement supersedes all previous agreements, defines the terms and
conditions under which the Consultant, William D. McElroy, shall provide
services to BENTHOS and defines the rights and obligations of the parties as
part of this agreement.
A. RELATIONSHIP
1. The relationship of the Consultant to BENTHOS is that of an independent
contractor and not that of an employee of BENTHOS. All expenses for the
operation of the Consultant's business shall be borne by the Consultant. The
Consultant is solely responsible for the Consultant's employees and for their
actions.
2. The Consultant has no authority to commit BENTHOS in any matter, cause, or
undertaking without the prior written consent of BENTHOS; and, similarly,
BENTHOS has no authority to commit the Consultant in any matter, cause or
undertaking beyond the scope of this Agreement, without the prior written
consent of the Consultant. Any business travel BENTHOS may wish the
Consultant to do on its behalf shall be arranged by mutual agreement of both
parties.
3. The Consultant has no authority to make, vary, alter, enlarge, or limit
contracts or letters of intent, or to make representations or guarantees not
specifically authorized in writing by BENTHOS. The Consultant has no
authority to bind BENTHOS to any contract of employment, and no authority to
receive payments on behalf of BENTHOS.
4. Upon a breach of any of the terms and conditions of this Agreement by either
party, or should either party become insolvent, bankrupt, make an assignment
or trust mortgage for the benefit of creditors, or enter into a receivership,
this Agreement may be terminated immediately at the option of the other party
by written notice to the other.
5. The failure of either party to enforce at any time, or for any period of
time, provisions of the Agreement shall not be construed as a waiver of such
provisions or of the right of each party to enforce the terms of this
Agreement.
B. DURATION OF AGREEMENT
This Agreement is effective October 1, 1996 and remains effective indefinitely.
If either party wishes to terminate the contract, written notice shall be
provided from one party to the other at least one year prior to the desired
termination date. This Agreement may be terminated immediately by mutual
agreement of both the Consultant and BENTHOS.
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C. SCOPE OF WORK
1. The primary scope of work of the Consultant under the terms of this Agreement
is to provide engineering services to BENTHOS. This support shall include
development of new products, the enhancement of existing products, technical
assistance in marketing products, and technical assistance in generating and
maintaining the documentation used for manufacturing.
2. Any material, special test equipment or travel expenses required to
accomplish the work performed under this Agreement shall either be supplied
by BENTHOS or paid for by BENTHOS at the Consultant's cost. No such material
commitments shall be made by the Consultant without the approval of BENTHOS.
Any material or special equipment paid for by BENTHOS will become the
property of BENTHOS.
3. The actual scheduling of the tasks will be made by mutual agreement with the
Consultant. The Consultant will provide an average of 24 hours per week of
engineering services. If effort above the level contracted for in this
Agreement is required to meet the needs of BENTHOS, additional hours can be
authorized by BENTHOS.
D. REMUNERATION
BENTHOS agrees to remunerate the Consultant at the initial rate of $64.00 per
hour. This rate will be adjusted annually on October 1st of each succeeding year
of the Agreement. The rate will be changed by the same percentage BENTHOS
budgets for its average employee salary adjustments for the fiscal year starting
on the respective October 1st. This remuneration shall be the extent of BENTHOS'
financial responsibility.
E. AMENDMENTS
The Agreement may be modified, abridged or amended only by a documents or
documents in writing signed by both BENTHOS and the Consultant.
F. REPORTS
During the first week of each month the Consultant shall submit to BENTHOS a
written report of his activities with respect to BENTHOS for the preceding month
and of his planned work for the next month.
G. CONFIDENTIAL INFORMATION
Through the work performed for BENTHOS, the Consultant may have had or may have
access to confidential know-how, business documents or information, marketing
data, client lists and trade secrets which are company confidential or
considered proprietary to BENTHOS. The Consultant agrees not to disclose,
directly or indirectly (except as required by law), any Proprietary Information
to any person not employed by BENTHOS without permission from the Engineering
Manager or the President of BENTHOS, and, in all such cases, only to the extent
required in the course of the Consultant's services to BENTHOS.
At the termination of this Agreement, the Consultant shall deliver to BENTHOS
all notes, letters, documents and records which may contain Proprietary
Information which are then in his possession or control, and shall not retain or
use copies or summaries of this information.
H. USE OF BENTHOS STOCKROOM
The Consultant may purchase mechanical, electrical, and electronic components
from the BENTHOS stockroom at BENTHOS' standard cost. Purchases are to be
approved by either the BENTHOS Manufacturing Manager or Materials Manager to
assure non-interference with BENTHOS' operations. Any items purchased from the
BENTHOS stockroom are for the Consultant's use in product development efforts
and are not for resale as separate items.
I. USE OF BENTHOS PRESSURE TEST AND TEST POOL FACILITIES
The Consultant may use the BENTHOS pressure test facility or the BENTHOS test
pool on a not to interfere basis. The only charge for the use of these
facilities will be for technician services which will be charged at the current
published rate. A technician is required for the operation of the pressure test
facility. A technician is not required for the use of the test pool facility.
J. NEW DEVELOPMENTS
The Consultants shall promptly and fully disclose in writing to BENTHOS, or such
other person as BENTHOS may designate, all ideas, designs, programs, methods,
inventions, improvements, discoveries and writings, including any modifications
or improvements of products, new products or applications thereof, whether or
not patentable or copyrightable, and whether or not reduced to practice, made or
conceived by him (either solely or in collaboration with others) which may
arise as part of the work performed for BENTHOS under the scope of this
Agreement. The Consultant acknowledges that all such New Developments are the
exclusive property of BENTHOS and hereby agrees to assign all right, title and
interest in and to such New Developments to BENTHOS.
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K. CONFLICT OF INTEREST
The Consultant agrees that while this Agreement is active the Consultant shall
not knowingly provide consulting services to any other company to develop
products directly competitive with those BENTHOS sells as standard products or
is developing for future sales.
L. AGREEMENT ACCEPTANCE SIGNATURES
Benthos,Inc. John L. Coughlin 1/9/97
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William D. McElroy William D. McElroy 1/13/97
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