Exhibit
10.29


 


CONSULTING
AGREEMENT


 


THIS CONSULTING SERVICES
AGREEMENT (the “Agreement”), is entered into as of January 1, 2006 by and
between GMH Communities Trust, a Maryland trust, (the “Company”), and Joseph M.
Coyle d/b/a Joseph M. Coyle Enterprises, Inc., jointly and severally (“Consultant”).


 


BACKGROUND


 


WHEREAS, the Company
desires to retain the services of Consultant for certain purposes, and
Consultant wishes to provide such services, all subject to the terms and
conditions of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual promises
hereinafter set forth, and intending to be legally bound hereby, the Company
and Consultant hereby agree as follows:


 


1.                                       Services to be Provided. During the
Consulting Term (as defined below), Consultant shall perform for the Company
such services as Consultant may reasonably be called upon to perform by the
Company from time to time, as more specifically set forth on Schedule A hereto.
The foregoing activities of Consultant shall be referred to collectively for
purposes of this Agreement as the “Services.”


 


2.                                       Term. The initial term of this
Agreement shall begin on January 1, 2006 and shall continue until May 31, 2007
unless terminated prior thereto pursuant to paragraph 6 below (the “Consulting
Term”). During the Consulting Term, the Consultant shall be available to
provide Services to the Company on a schedule to be mutually acceptable to the
Consultant and the Company, but not to exceed 90 hours per month. This
Agreement may be renewed upon mutual agreement of the parties in writing.


 


3.                                       Compensation; No Benefits.


 


(a)                                  As
compensation for Consultant’s performance of Services under this Agreement, the
Company shall pay to Consultant a $25,000 fee per calendar month, which shall
be payable to Consultant while this Agreement is in effect on the first
business day of each calendar month during the Consulting Term, in advance,
provided that the Consultant is not in material breach of his obligations under
this Agreement or otherwise.


 


The Company shall reimburse Consultant for all
reasonable expenses incurred by him in connection with the performance of the
Services in accordance with the Company’s applicable expense reimbursement
policies.


 


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(b)                                 Consultant
is not an employee of Company or of any other member of the GMH group of
affiliated entities and will not be entitled to participate in or receive any
benefit or right as a Company employee under any Company employee benefit and
welfare plans, including, without limitation, employee insurance, pension,
savings and security plans (“Company Plan”) as a result of his entering into
this Agreement. In addition, even if Consultant’s status is ultimately
recharacterized by a third party to constitute employee status, Consultant
shall not be eligible to participate in or receive any benefit or right as a
Company employee under any Company Plan unless and until the Company consents
to such eligibility (and such consent shall be at the sole discretion of the
Company).


 


(c)                                  Unless
directed otherwise by the Chief Executive Officer of the Company or by its
Board of Trustees, Consultant shall be in direct communications only with the
Company’s Chief Executive Officer, the Company’s Executive Vice-President and General
Counsel, and the Company’s Executive Vice-President and head of Operations for
the College Park business.


 


4.                                       Independent Contractor; Performance.


 


(a)                                  Independent
Contractor Status. For purposes of this Agreement and all Services to be
provided hereunder, Consultant shall not be considered a partner, co-venturer,
agent, employee, or representative of the Company, but shall remain in all
respects an independent contractor, and neither party shall have any right or
authority to make or undertake any promise, warranty or representation, to
execute any contract, or otherwise to assume any obligation or responsibility
in the name of or on behalf of the other party.


 


(b)                                 Performance
Warranties. Consultant will perform all Services in a professional manner,
consistent with industry standards and the Company’s goals and ethical
standards.


 


(c)                                  Survival.
The provisions of this paragraph 4 shall survive the expiration or sooner
termination of the term of this Agreement.


 


5.                                       Confidentiality.


 


(a)                                  Company
Information. Consultant agrees at all times during the Consulting Term and
thereafter, to hold in strictest confidence, and not to use, except in
connection with Consultant’s performance of the Services, and not to disclose
to any person or entity without written authorization of the Company, any
Confidential Information of the Company. As used herein, “Confidential
Information” means any Company proprietary or confidential information,
technical data, trade secrets or know-how, including, but not limited to,
research, product plans, products, services, customer lists and customers,
markets, software, developments, inventions, processes, formulas, technology,
designs, drawings, engineering, marketing, distribution and sales methods and
systems, sales and profit figures, finances and other business information
disclosed to 


 


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Consultant by the Company, either directly or indirectly in writing,
orally or by drawings or inspection of documents or other tangible property. However,
Confidential Information does not include any of the foregoing items which has
become publicly known and made generally available through no wrongful act of
Consultant.


 


(b)                                 Consultant-Restricted
Information. Consultant agrees that during the Consulting Term, Consultant
will not improperly use or disclose any proprietary or confidential information
or trade secrets of any person or entity with whom Consultant has an agreement
or duty to keep such information or secrets confidential.


 


(c)                                  Third
Party Information. Consultant recognizes that the Company has received and
in the future will receive from third parties their confidential or proprietary
information subject to a duty on the Company’s part to maintain the
confidentiality of such information and to use it only for certain limited
purposes. Consultant agrees at all times during the term of this Agreement and
thereafter, to hold in strictest confidence, and not to use, except in
connection with Consultant’s performance of the Services, and not to disclose
to any person or entity, or to use it except as necessary in performing the
Services, consistent with the Company’s agreement with such third party.


 


(d)                                 Survival.
The provisions of this paragraph 5 shall survive the expiration or sooner
termination of the term of this Agreement.


 


6.                                       Termination. Notwithstanding the
provisions of paragraph 2, the Company may terminate the term of this Agreement
upon written notice to Consultant and expiration of a sixty (60) day cure
period, if any of the Services is performed or is being performed in an
unsatisfactory manner, as determined by the Company in a reasonable exercise of
its discretion. In the event of any termination of the term of this Agreement,
the Company shall be responsible for any portion of the compensation owed to
Consultant under paragraph 3 for any Services rendered prior to the effective
date of such termination. Within five days after any termination of the term of
this Agreement, Consultant shall deliver to the Company all work product
resulting from the performance of the Services. The parties acknowledge and
agree that, should Consultant elect to termination this Agreement without
cause, Company shall only be responsible for that portion of the compensation
owed to Consultant under paragraph 3 for any Services rendered prior to the
effective date of such termination.


 


7.                                       No Conflicting Agreements; Non-Exclusive
Engagement.


 


(a)                                  Consultant
represents that Consultant is not a party to any existing agreement which would
prevent Consultant from entering into and performing this Agreement. Consultant
will not enter into any other agreement that is in conflict with Consultant’s
obligations under this Agreement.


 


(b)                                 The
Company may from time to time (i) engage other persons and entities to act as
consultants to the Company and perform services for the Company, and 


 


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(ii) enter into agreements similar to this Agreement with other persons
or entities, in all cases without the necessity of obtaining approval from
Consultant.


 


8.                                       Return of Company Property. Promptly
upon the expiration or sooner termination of the Consulting Term, and earlier
if requested by the Company at any time, Consultant shall deliver to the
Company (and will not keep in Consultant’s possession or deliver to anyone
else) all Confidential Information of the Company and all software,
documentation devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, materials,
equipment, other documents or property, or reproductions of any aforementioned
items developed by Consultant as part of or in connection with the Services or
otherwise belonging to the Company. Consultant shall not remove any the Company
property from the Company premises without written authorization from the
Company.


 


9.                                       Non-Competition/Solicitation of Employees. Commencing with the effective date hereof and ending on May
31, 2007 (the “Limitation Period”), except with the written consent of the
Board of Trustees of the Company (the “Board”), Consultant shall not directly
or indirectly, own, manage, operate, join, control, finance or participate in
the ownership, management, operation, control or financing of, or be connected
as an officer, director, employee, partner, principal, agent, representative,
stockholder, consultant, investor or otherwise with, or use or permit his name
to be used in connection with, any person, business or enterprise which
directly or indirectly engages in the Company’s Business (as defined immediately
below). For purposes of this Agreement, the “Company’s Business” shall mean the
acquisition, development, management or operation of student, military or
multifamily housing which caters to either; the construction, renovation or
maintenance of such housing or similar facilities; or the provision of property
management, construction or similar services to owners or other operators of
such housing or similar facilities. In further consideration for the Company’s
promises under this Agreement, Consultant agrees that for the Limitation Period
Consultant will not:


 


(a)                                  except with
the prior written consent of the Company, directly or indirectly solicit,
entice or induce any Customer (as defined below) to become a customer of any
other person, firm or corporation with respect to the Company’s Business or to
cease doing business with the Company or its subsidiaries or affiliates, and
that Consultant will not approach any such person, firm or corporation for such
purpose or authorize or knowingly approve, encourage or assist the taking of
such actions by any other person, firm or corporation; or


 


(b)                                 directly or
indirectly solicit, recruit or hire any part-time or full-time employee or
representative of the Company or its subsidiaries or affiliates to work for a
third party other than the Company or its subsidiaries or affiliates or engage
in any activity that would cause any employee or representative to violate any
agreement with the Company or its subsidiaries or affiliates. The foregoing
covenant shall not apply to any person after six (6) months have elapsed after
the date on which such person’s employment by the Company has terminated.


 


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The
foregoing restrictions shall not be construed to prohibit Consultant’s
ownership of less than five percent of any class of securities of any
corporation which is engaged in any of the foregoing businesses and has a class
of securities registered pursuant to the Securities Exchange Act of 1934,
provided that such ownership represents a passive investment and that neither
Consultant nor any group of persons including him in any way, either directly
or indirectly, manages or exercises control of any such corporation, guarantees
any of its financial obligations, otherwise takes any part in its business,
other than exercising his rights as a stockholder, or seeks to do any of the
foregoing.


 


For purposes of this
paragraph 9, a “Customer” means any person or entity which at the time of the
termination of the Consulting Term for whatever reason shall be, or shall have
been within six (6) months prior to such time, a prospective or existing
customer of the Company or its subsidiaries or affiliates.


 


10.                                 Equitable Relief. Consultant agrees
that it would be impossible or inadequate to measure and calculate the Company’s
damages from any breach of the covenants set forth in paragraphs 5, 8 and 9 of
this Agreement. Accordingly, Consultant agrees that if Consultant breaches any
of such covenants, the Company will have available, in addition to any other
right or remedy available, the right to obtain an injunction from a court of
competent jurisdiction restraining such breach or threatened breach and to
specific performance of any such provision of this Agreement. Consultant
further agrees that no bond or other security shall be required in obtaining
such equitable relief and Consultant hereby consents to the issuance of such
injunction and to the ordering of specific performance.


 


11.                                 Arbitration. Excluding only
requests for equitable relief by the Company under paragraph 10, in the event
that there is any claim or dispute arising out of or relating to this Agreement
or the breach hereof, and the parties hereto shall not have resolved such claim
or dispute within 60 days after written notice from one party to the other
setting forth the nature of such claim or dispute, then such claim or dispute
shall be settled exclusively by binding arbitration in Montgomery County,
Pennsylvania, in accordance with the Dispute Resolution Rules of the American
Arbitration Association (“Rules”), by an arbitrator mutually agreed upon by the
parties hereto or, in the absence of such agreement, by an arbitrator selected
according to such Rules. Notwithstanding the foregoing, if either the Company
or the Consultant shall request, such arbitration shall be conducted by a panel
of three (3) arbitrators, one selected by the Company, one selected by the
Executive and the third selected by agreement of the first two arbitrators, or,
in the absence of such agreement, in accordance with such Rules. Judgment upon
the award rendered by such arbitrator(s) shall be entered in any Court having
jurisdiction thereof upon the application of either party. The parties agree to
use their reasonable best efforts to have such arbitration completed as soon as
is reasonably practicable. Notwithstanding anything herein to the contrary,
except as otherwise provided in an agreement between the parties, each party
shall bear its own costs and expenses incurred in connection with the arbitration.


 


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12.                                 Entire Agreement, Amendment and Assignment.
Except as otherwise provided in a separate writing between Consultant and the
Company and as specifically provided in this Agreement, this Agreement is the
sole agreement between Consultant and the Company with respect to the Services
to be performed hereunder and it supersedes all prior agreements and
understandings with respect thereto, whether oral or written. No modification
to any provision of this Agreement shall be binding unless in writing and
signed by both Consultant and the Company. No waiver of any rights under this
agreement, will be effective unless in writing signed by the party to be
charged. All of the terms and provisions of this Agreement shall be binding
upon and inure to the benefit of and be enforceable by the respective heirs,
executors, administrators, legal representatives, successors and assigns of the
parties hereto, except that the duties and responsibilities of Consultant hereunder
are of a personal nature and shall not be assignable or delegable in whole or
in part by Consultant.


 


13.                                 Governing Law. This Agreement shall
be governed by and interpreted in accordance with laws of the Commonwealth of
Pennsylvania without giving effect to any conflict of laws provisions.


 


14.                                 Notices. All notices and other
communications required or permitted hereunder or necessary or convenient in
connection herewith shall be in writing and shall be deemed to have been given
when hand delivered, sent by facsimile or mailed by registered or certified
mail, as follows (provided that notice of change of address shall be deemed
given only when received):


 


GMH Communities Trust


10
Campus Drive


Newtown
Square, PA 19073


Attention:
General Counsel


 


If to Consultant to:


 


Joseph
M. Coyle Enterprises, Inc.


c/o Joseph
M. Coyle


1
Cobblestone Court


Glen
Mills, PA 19342


 


or to such other names or
addresses as the Company or Consultant, as the case may be, shall designate by
notice to each other person entitled to receive notices in the manner specified
in this paragraph.


 


15.                                 Counterparts. This Agreement shall
become binding when any one or more counterparts hereof, individually or taken
together, shall bear the signatures of Consultant and the Company. This Agreement
may be executed in two or more


 


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counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, but all of which together
shall constitute but one and the same instrument.


 


16.                                 Severability. If any provision of
this Agreement or application thereof to anyone or under any circumstances is
adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect any other provision or application of this
Agreement which can be given effect without the invalid or unenforceable
provision or application and shall not invalidate or render unenforceable such
provision or application in any other jurisdiction.


 


17.                                 Social Security Number. Consultant
certifies that his Social Security Number is ###-##-####. Consultant
acknowledges that Company will rely upon the foregoing certification in filing
certain documents and instruments required by law in connection with this Agreement
including, without limitation, Form 1099 under the Internal Revenue Code of
1986, as amended (or any successor form).


 


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IN
WITNESS WHEREOF, the undersigned, intending to be legally
bound, have duly executed this Agreement as of the date first above written.


 


	
   

  	
  GMH COMMUNITIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  	
   

  
	
   

  	
  Name: Joseph M.
  Macchione

  
	
   

  	
  Title: EVP and General
  Counsel

  
	
   

  	
   

  
	
   

  	
  Date: January 1, 2006

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CONSULTANT

  
	
   

  	
   

  
	
   

  	
  Joseph M. Coyle
  Enterprises, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph M. Coyle

  	
   

  
	
   

  	
  Name: Joseph M. Coyle

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
  Date: January 1, 2006

  
	
   

  	
   

  
	
   

  	
   

  
	
  Witness:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Joseph M. Coyle

  	
   

  
	
   

  	
  Joseph M. Coyle

  
	
   

  	
   

  
	
   

  	
  Date: January 1, 2006

  
							



 


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SCHEDULE
A


 


Strategic
Planning and Industry Trends


Operational
Questions related to Organization, Personnel, Turn, Capital


Marketing
Initiatives /Strategies


Market
Specific questions related to existing or new markets


Third
Party Management Business Development/Marketing


Co-Vending
Initiatives and National Event Planning


On
Campus Financial Structures and Marketing / Relationship Management


Industry
Speaking Engagements (to speak or counsel on speech for other GMH personnel)


 


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