CONSULTANT AGREEMENT
THIS AGREEMENT made this 26th day of April, 1999, between Base Ten Systems,
Inc., having its offices at One Electronics Drive, Trenton, New Jersey 08619
(hereinafter called "Base Ten") and Stephen Cloughley, an individual, with an
address of 929 Gainsway Road, Yardley, PA 19067 (hereinafter called
"Consultant"). It is agreed between the parties as follows: 1. Consultant agrees
to be available to render services to Base Ten as defined in Attachment A. 2.
Base Ten agrees to pay Consultant for services and expenses as defined in
Attachment B. 3. Consultant agrees to maintain as confidential and not disclose
to others during or subsequent to performing his services, nor make use of for
any commercial purpose, any information disclosed to him directly or directly by
Base Ten and any information specifically developed by Consultant for Base Ten
in performing his services except:
a. information which Base Ten has released in writing from being
maintained in confidence,
b. information which at the time of disclosure is in the public domain by
having been printed and published and available to the public in
libraries or other public places where such data is usually collected,
c. information, which after disclosure becomes part of the public domain
as above defined through no act of Consultant. d. information which
Consultant can show first came to him from a source other than Base Ten
without restriction of disclosure.
4. It is agreed to between the parties that the relationship hereunder is
not that of master and servant, but one of independent contractor.
Neither party, nor any of their employees, shall be deemed the legal
representative or employee of the other. Each party agrees to assume
complete responsibility regarding employer's liability, workmen's
compensation, social security, unemployment insurance and occupational
safety and health requirements with respect to his own employees, and
for compliance with any other applicable laws.
5. This Agreement may be terminated at any time during its term by either
party, provided that said party gives prior written notice to the other
of its intent to terminate thirty (30) days in advance. However,
termination of the Agreement does not relieve Consultant of its
obligations under Paragraphs 3 and 5.
This Agreement may be terminated by either party forthwith on giving
notice in writing to the other if the other is in material breach of
this Agreement and such breach has not been remedied within five (5)
weeks of written notice being given to the other of such breach, such
notice to contain an express warning of the intention to terminate. Any
termination of this Agreement (howsoever occasioned) shall not affect
any accrued rights or liabilities of either party, nor shall it affect
the coming into force or the continuance in force of any provision
hereof which is expressly or by implication intended to come into or
continue in force on or after such termination.
Upon any termination of this Agreement (howsoever occasioned),
Consultant shall forthwith deliver up to Base Ten all copies of any
information and data supplied by Base Ten for the purposes of this
Agreement and shall certify to Base Ten that no copies of such
information or data have been retained. If termination occurs during
1999, Base Ten shall pay a sum to Consultant equal to $60,000, less any
payments that have already been made according to Attachment B, Part 1,
Fees.
6. Force Majeure. Notwithstanding anything else contained in this
Agreement, neither party shall be liable for any delay in performing
its obligations hereunder if such delay is caused by circumstances
beyond its reasonable control (including without limitation any delay
caused by any act or omission of the other party and the withholding of
any relevant consents by any regulatory bodies). Subject to the party
so delaying promptly notifying the other party in writing of the
reasons for the delay (and the likely duration of the delay), the
performance of such party's obligations shall be suspended during the
period that the said circumstances persist and such party shall be
granted an extension of time for performance equal to the period of
delay. Either party may, if such delay continues for more than five (5)
weeks, terminate this Agreement forthwith on giving notice in writing
to the other in which event neither party shall be liable to the other
by reason of such termination.
7. The parties shall execute and do all such further deeds, documents and
things as may be necessary to carry the provisions of this Agreement
into full force and effect.
8. No forbearance, delay or indulgence by either party in enforcing the
provisions of this Agreement shall prejudice or restrict the rights of
that party nor shall any waiver of its rights operate as a waiver of
any subsequent breach and no right, power or remedy herein conferred
upon or reserved for either party is exclusive of any other right,
power or remedy available to that party and each such right, power or
remedy shall be cumulative.
9. This Agreement (including all Attachments hereto and all documents
referred to therein) Supersedes all prior agreements, arrangements and
undertakings between the parties and constitutes the entire agreement
between the parties relating to the subject matter hereof. No addition
to or modification of any provision of this Agreement shall be binding
upon the parties unless made by a written instrument duly signed by
both parties. In the event of any conflict between the terms and
conditions of this Agreement, the Attachments and all documents
referred to therein, the terms and conditions of this Agreement shall
prevail.
10. This Agreement shall be construed and governed under the laws of the
state of New Jersey.
IN WITNESS WHEREOF, this Agreement has been executed in duplicate as of
the day and year first above written.
ATTEST: BASE TEN SYSTEMS, INC.
WILLIAM F. HACKETT
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William F. Hackett
Senior Vice President & CFO
ATTEST: STEPHEN A. CLOUGHLEY
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STEPHEN A. CLOUGHLEY
ATTACHMENT A
Services to be provided by Consultant to Base Ten shall include but not be
limited to the following:
1. Providing support for sales and marketing initiatives within Base Ten.
2. Developing sales and marketing materials upon the request of Base Ten.
3. Providing strategic guidance as requested.
ATTACHMENT B
1. Fees: Base Ten shall pay for the services referenced in Attachment A at the
rate of $1,200.00 per day, and as invoiced by Consultant to Base Ten. Such
invoices shall be prepared and submitted to Base Ten at the end of the
month when such expenses are incurred. During May, June, and July of 1999 a
minimum payment of $7,200.00 per month shall be made to the Consultant. The
Company agrees to purchase a minimum of $60,000.00 in consulting services
from the Consultant prior to the end of 1999.
2. Expenses: Base Ten shall reimburse Consultant for all out of pocket
expenses incurred by Consultant as a result of performing the Services
referenced to in Attachment A. Such invoices shall be prepared and
submitted to Base Ten at the end of the period when such expenses are
incurred.
3. Payment: Payment to Consultant shall be made within 15 days after receipt
of invoice by Base Ten.