Exhibit 10.1


 


CONSULTING AGREEMENT


 


This Agreement dated as
of January 18, 2006 (the “Agreement”) is by and between DG Network (“DG
Network”) and Superior Essex Inc. (together with its subsidiary, affiliated and
associated companies, “SEI”) and is effective as of October 21, 2005.


 


WHEREAS,
SEI and Nexans have elected Denys Gounot (“Gounot”), the principal of DG
Network, to serve as Chair of Essex Nexans Europe SAS, the holding company for
SEI’s magnet wire joint venture in Europe with Nexans (together with its
subsidiary, affiliated and associated companies, “Essex Nexans”);


 


WHEREAS,
SEI also desires that DG Network provide certain consulting services with
respect to Essex Nexans (the “Consulting Services”);


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


1.  Fees and Expenses.


 


(a)                                  The
parties acknowledge that DG Network shall receive a fee of $150,000 per year,
payable in equal monthly installments in advance, for providing Consulting
Services and payment to Gounot for serving as Chair of Essex Nexans.


 


(b)                                 DG
Network will be reimbursed for the reasonable travel and living expenses
actually incurred by DG Network with respect to Gounot for Consulting Services while
Gounot is away from his normal place of residence or business in connection
with this Agreement in accordance with applicable SEI policies and procedures.  In the event DG Network is required to incur
out of pocket expenses in connection with this Agreement, DG Network will be
reimbursed for such expenses in accordance with applicable SEI and Essex Nexans
policies and procedures.


 


2.  Termination of Agreement.  Either party shall have the right to suspend
or terminate this Agreement at any time, upon giving not less than sixty (60)
days written or oral notice of such suspension or termination to the other
party.  In the event of such suspension
or termination, SEI’s sole liability shall be to make the payments due pursuant
hereto through the termination date.


 


3.  Standards of Performance.  DG Network will perform the Consulting
Services in conformity with the highest ethical standards and in compliance
with all statutes, laws, ordinances, codes, rules and regulations
applicable to the Consulting Services, as well as SEI’s Code of Ethics and Standards
of Business Conduct, and its site policies, practices, guidelines and rules.


 


4.  Relationship of Parties.  In performing Consulting Services hereunder, DG
Network is acting as an independent contractor, and not as an employee or
part-time employee of SEI or Essex Nexans. 
Neither DG Network nor its officers, employees or agents shall represent
itself or themselves as, act or purport to act as or be deemed to be the agent,
representative, employee or 


 





















 


servant of SEI.  Similarly, at no time shall DG Network and
SEI be considered to be co-employers or joint employers.  All persons furnished, used, retained or
hired by or on behalf of DG Network at all times shall be considered to be
solely the employees of DG Network, and DG Network at all times shall maintain
supervision and control over its employees. 
Neither party has any right, power or authority, express or implied, to
bind the other party.


 


Neither
SEI nor Essex Nexans shall be responsible for the payment of worker’s
compensation, unemployment compensation, social security or any other payroll
tax for employees, representatives or agents of DG Network to assist in
providing Consulting Services. Likewise, no employee of DG Network shall be
permitted to participate in any SEI or Essex Nexans employee welfare benefit
plan, employee pension benefit plan or any other benefit offered by SEI or
Essex Nexans to their own employees.


 


5.                                       Confidentiality.


 


(a)                          DG
Network has acquired or may acquire from SEI or Essex Nexans (the “Protected
Party”) information which the Protected Party wishes to keep confidential,
including, but not limited to, any information regarding SEI’s and Essex Nexans’
products, projects, business, plans, programs, plants, processes, equipment,
costs, customers and operations (collectively, “Confidential Information”).  For a period of two (2) years from the
effective date of this Agreement, Neither DG Network nor its officers, owners,
employees, agents or representatives (collectively, the “Representatives”) shall
disclose any Confidential Information to third parties or use any Confidential
Information (other than in connection with performing its obligations under
this Agreement), without in each instance securing the prior written consent of
the Protected Party.  All notes,
memoranda, records, tapes, printouts and other documents (including, but not
limited to, all electronic versions, drafts, copies and excerpts thereof)
embodying or referring to the Confidential Information or supplied to DG
Network by a Protected Party (collectively, “Documents”) shall be the property
of the Protected Party and shall be subject to this Agreement.  The Protected Party shall be free to use all
Documents in its business.  All Documents
shall be delivered or returned to the Protected Party within five (5) business
days of the termination of this Agreement, provided, however, that DG Network may
retain one archival copy of all reports delivered to a Protected Party and of
all working papers necessary to support its analyses, conclusions and
recommendations.  DG Network agrees that
the restrictions and obligations expressed in this Agreement are in no way to
supersede or eliminate any rights which a Protected Party has pursuant to state
or federal law or foreign laws pertaining to trade secrets or proprietary
information, and, in the event any such federal or state law or foreign law
provides greater protections of any Confidential Information than the
protections set forth in this Agreement, such greater protections shall apply
to that Confidential Information.


 


(b)                         Nothing
contained in this Agreement shall prevent DG Network from using or disclosing
Confidential Information which (a) has become part of the public domain
other than by acts or omissions of DG Network or its Representatives, (b) has
been furnished or made known to DG Network by third parties (other than those
acting on behalf of a Protected Party) as a matter of right and without
restriction on disclosure or use, or (c) was legitimately 


 


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in DG Network’s possession prior to disclosure by a
Protected Party, considering Gounot’s past experience and positions, was not
acquired directly or indirectly from a Protected Party, and which DG Network had
an unrestricted right to disclose. 
Specific information shall not be deemed to fall within the scope of the
foregoing exceptions merely because it is embraced by more generic information
that falls within the scope of one or more of those exceptions.


 


(c)                          In
the event DG Network or its Representatives are requested or become legally
compelled (by deposition, interrogatory, request for documents, subpoena, civil
investigative demand or similar process) to disclose any Confidential
Information, then DG Network shall provide the Protected Party with prompt
written notice of such request or requirement so that the Protected Party may
seek a protective order or other appropriate remedy and/or waive compliance
with the terms of this paragraph 5.  In
the event that such protective order or other remedy is not obtained, or that a
Protected Party waives compliance with the provisions of this paragraph 5 or as
otherwise required by law, the party so requested or compelled agrees to
furnish only that portion of the Confidential Information as it is advised by
counsel is legally required to be disclosed, and to exercise its best efforts
to obtain assurance that confidential treatment will be accorded the
Confidential Information.


 


(d)                         DG
Network and its Representatives have been provided a copy of the Master
Confidentiality Agreement, dated October 21, 2005, among SEI, Essex
Nexans, Nexans and the other parties thereto (the “Master Agreement”).  DG Network agrees to comply with the Master
Agreement with regard to the use and confidentiality of information provided by
or on behalf any party thereto as if DG Network were a party to the Master
Agreement.


 


6.                             Assignment.  DG Network shall not (by operation of law or
otherwise) assign its rights or delegate its performance hereunder, in whole or
in part, without the prior written consent of SEI, and any attempted assignment
or delegation without such consent shall be void. Subject to the foregoing,
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and, except as regards personal services, shall be binding upon and
inure to the benefit of the successors, assigns, personal representatives,
executors and administrators of the parties hereto.


 


7.                             Survival. 
The provisions of paragraph 2, 4 and 5 hereof shall survive the
termination of the Consulting Services and this Agreement.


 


8.                             Governing
Law.  This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
Georgia, United States of America (without regard to the conflict of laws
principles thereof).


 


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  SUPERIOR ESSEX
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen M. Carter

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DG NETWORK

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Denys Gounot

  	
   

  
	
   

  	
   

  
	
   

  
	
  I hereby
  acknowledge the provisions of the Consulting Agreement and agree to be bound
  by the terms thereof as if a party thereto.

  
	
   

  	
   

  
	
   

  	
  DENYS GOUNOT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Denys Gounot

  	
   

  



 


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