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EXHIBIT 10(c)
CONSULTING AGREEMENT
This Agreement is made as of the 15th of June 1995 by and between DUPLEX
PRODUCTS INC., a Delaware corporation with its principal place of business at
1947 Bethany road, Sycamore, Illinois 60178 ("DUPLEX") and JOHN C. COLMAN, an
individual, whose principal place of residence is 4 Briar Lane, Glencoe, IL
60022-1801 ("CONSULTANT").
DUPLEX wishes to contract with CONSULTANT for services including management
consulting services, and CONSULTANT is willing and qualified to perform such
services.
In consideration of the above recitals, the terms and covenants of this
Agreement, and other valuable consideration, the receipt of which is
acknowledged, the parties agree as follows:
1. SERVICES. CONSULTANT shall supply DUPLEX with management consulting
services ("Services").
It is understood that Services provided by CONSULTANT pursuant to this
Agreement shall be so provided on a day-to-day, as-needed basis. DUPLEX shall
have sole discretion to determine the need for the continued provision of such
Services. CONSULTANT agrees to perform such additional Services as may be
requested in writing by DUPLEX and agreed to by the parties.
2. COMPENSATION. DUPLEX shall compensate CONSULTANT as follows:
A. The equivalent of Two Hundred Thousand ($200,000) Dollars per year, payable
in equal monthly installments payable by wire transfer via Account No.
51-55754, Bank of America, IL, 231 South LaSalle Street, Chicago, IL 60697, ABA
071-000039, for the effort actually expended by CONSULTANT pursuant to this
Agreement ("Consulting Fee"). Such payments shall be made by the 10th day of
each month, with the first of such payment being made by July 10, 1995, and by
the 10th day of each month thereafter during the existence of this Agreement.
B. Actual reasonable expenses incurred by CONSULTANT and approved by DUPLEX
that are directly related to CONSULTANT'S performance under and pursuant to
this Agreement.
C. DUPLEX shall provide general office space, supplies and support in addition
to the expense amount listed herein.
D. It is understood that CONSULTANT will receive the compensation outlined
herein in lieu of any of the Director's fees that CONSULTANT would otherwise be
entitled to as a member of the DUPLEX Board of Directors, with the exception of
actual expenses related to Directors' meetings.
3. CONFIDENTIALITY.
CONSULTANT agrees that (a) all knowledge and information that CONSULTANT may
receive from DUPLEX or from its employees or other consultants of DUPLEX, or by
virtue of the performance of services under and pursuant to this Agreement,
relating to inventions, products, processes, machinery, apparatus, prices,
discounts, costs, business affairs, future plans, or technical data that belong
to DUPLEX or to those with whom DUPLEX has contracted regarding such
information, and (b) all information provided by CONSULTANT to DUPLEX in
reports of work done, together with any other information acquired by or as
direct result of employment as a consultant by DUPLEX and during the term of
such employment, shall for all time and for all purposes be regarded by
CONSULTANT as strictly confidential and held by CONSULTANT in confidence, and
solely for DUPLEX'S benefit and use, and shall not be used by CONSULTANT or
directly or indirectly disclosed by CONSULTANT to any person whatsoever except
to DUPLEX or with DUPLEX's prior written permission.
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4. CONSULTANT REPRESENTATIONS.
CONSULTANT represents and warrants that CONSULTANT has the right to perform the
services required under and pursuant to this Agreement without violation of
obligations to others, and that CONSULTANT has the right to disclose to DUPLEX
all information transmitted to DUPLEX in the performance of services under and
pursuant to this Agreement, and CONSULTANT agrees that any information
submitted to DUPLEX, whether patentable or not, may be utilized fully and
freely by DUPLEX.
5. COVENANT NOT TO COMPETE.
During the term of this Agreement with DUPLEX, CONSULTANT shall not engage in
nor service or assist anyone engaged in a business which is directly or
indirectly competitive with the business of DUPLEX or the services provided to
DUPLEX by CONSULTANT. In addition, for a period of one (1) year after
termination of this Agreement, CONSULTANT shall not directly or indirectly, by
himself or in conjunction with any other person, firm, corporation or business
enterprise, engage in a business or industry that is competitive with that part
of the business of DUPLEX with which CONSULTANT is associated during the term
of this Agreement. This covenant not to compete shall be for the Continental
United States. CONSULTANT acknowledges the national scope of DUPLEX's business
interests. The parties stipulate that the matters covered in this Agreement
are important material, confidential and gravely affect the successful conduct
of business and good will of DUPLEX. CONSULTANT acknowledges that DUPLEX will
suffer irreparable injury in the event that CONSULTANT violates this Agreement.
The parties agree that DUPLEX may enforce this Agreement by seeking equitable
and injunctive relief, as well as monetary damages, attorney's fees and costs
of suit.
6. DURATION AND TERMINATION.
This Agreement shall become effective on the date stated above and shall
continue at the discretion of the parties. This agreement may be terminated
pursuant to the following:
A Immediately by DUPLEX on the death or incapacity of CONSULTANT;
B. By either party, at any time, on five (5) days' prior written notice;
The obligations of CONSULTANT under Sections 3, 4 and 5 above shall survive any
expiration or termination of this Agreement. On termination of this Agreement,
CONSULTANT will return to DUPLEX all written information, drawings, models, and
other materials or files supplied to CONSULTANT or created by CONSULTANT at the
direction or expense of DUPLEX.
7. LIMITATION OF DAMAGES.
CONSULTANT waives any rights to recovery from DUPLEX for any injuries that
CONSULTANT may sustain while performing services under and pursuant to this
Agreement and that are a result of CONSULTANT's own negligence. CONSULTANT
shall be responsible for and shall reimburse DUPLEX for all loss or damage to
DUPLEX's property, property of third parties, or personal injury caused by the
acts or omissions of CONSULTANT during the term of this Agreement.
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8. ASSIGNMENT/MODIFICATION/MERGER
The rights of CONSULTANT under this Agreement are personal to CONSULTANT and
may not be assigned or transferred to any other person, firm, or corporation
without the prior, express, and written consent of DUPLEX. This Agreement
shall constitute the entire Agreement between the parties and any prior
understanding or representation of any kind preceding the date of this
Agreement shall not be binding upon either party except to the extent
incorporated in this Agreement. Any modification of this Agreement or
additional obligation assumed by either party in connection with this Agreement
shall be binding only if evidenced in writing signed by each party or an
authorized representative of each party.
9. NOTICES.
Any notice provided for or concerning this Agreement shall be in writing and be
deemed sufficiently given when sent by certified or registered mail if sent to
the respective address of each party as set forth at the beginning of this
Agreement.
10. GOVERNING LAW/ARBITRATION.
It is agreed that this Agreement shall be governed by, construed, and enforced
in accordance with the laws of the State of Illinois.
11. EFFECT OF PARTIAL INVALIDITY.
The invalidity of any portion of this Agreement will not and shall not be
deemed to affect the validity of any other provision. In the event that any
provision of this Agreement is held to be invalid, the parties agree that the
remaining provisions shall be deemed to be in full force and effect as if they
had been executed by both parties subsequent to the expungement of the invalid
provision.
IN WITNESS WHEREOF, the parties have executed this Agreement on this 16th day
of October, 1995.
DUPLEX PRODUCTS INC.
By: A.A. Campbell John C. Colman
Its: President