Exhibit 10.2
CAPSTONE TURBINE CORPORATION
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is entered into as of December 1, 2008,
by and between Capstone Turbine Corporation (the "Company") and Leigh Estus
("Consultant").
The Company desires to retain Consultant as an independent
contractor to perform consulting services for the Company, and Consultant is
willing to perform such services, on the terms described below.
In
consideration of the mutual promises contained herein, the parties agree as
follows:
1.
SERVICES AND COMPENSATION.
CONSULTANT AGREES TO PERFORM FOR THE COMPANY
THE SERVICES DESCRIBED IN EXHIBIT A (THE "SERVICES"), AND THE COMPANY AGREES TO
PAY CONSULTANT THE COMPENSATION DESCRIBED IN EXHIBIT A FOR CONSULTANT'S
PERFORMANCE OF THE SERVICES.
2.
CONFIDENTIALITY.
A.
DEFINITION.
"CONFIDENTIAL INFORMATION" MEANS ANY NON-PUBLIC INFORMATION
THAT RELATES TO THE ACTUAL OR ANTICIPATED BUSINESS OR RESEARCH AND DEVELOPMENT
OF THE COMPANY, TECHNICAL DATA, TRADE SECRETS OR KNOW-HOW, INCLUDING, BUT NOT
LIMITED TO, RESEARCH, PRODUCT PLANS OR OTHER INFORMATION REGARDING COMPANY'S
PRODUCTS OR SERVICES AND MARKETS THEREFOR, CUSTOMER LISTS AND CUSTOMERS
(INCLUDING, BUT NOT LIMITED TO, CUSTOMERS OF THE COMPANY ON WHOM CONSULTANT
CALLED OR WITH WHOM CONSULTANT BECAME ACQUAINTED DURING THE TERM OF THIS
AGREEMENT), SOFTWARE, DEVELOPMENTS, INVENTIONS, PROCESSES, FORMULAS, TECHNOLOGY,
DESIGNS, DRAWINGS, ENGINEERING AND HARDWARE CONFIGURATION INFORMATION,
MARKETING, FINANCES OR OTHER BUSINESS INFORMATION.
CONFIDENTIAL INFORMATION
DOES NOT INCLUDE INFORMATION THAT (I) IS KNOWN TO CONSULTANT AT THE TIME OF
DISCLOSURE TO CONSULTANT BY THE COMPANY AS EVIDENCED BY WRITTEN RECORDS OF
CONSULTANT, (II) HAS BECOME PUBLICLY KNOWN AND MADE GENERALLY AVAILABLE THROUGH
NO WRONGFUL ACT OF CONSULTANT OR (III) HAS BEEN RIGHTFULLY RECEIVED BY
CONSULTANT FROM A THIRD PARTY WHO IS AUTHORIZED TO MAKE SUCH DISCLOSURE.
B.
NONUSE AND NONDISCLOSURE.
CONSULTANT WILL NOT, DURING OR SUBSEQUENT TO
THE TERM OF THIS AGREEMENT, (I) USE THE CONFIDENTIAL INFORMATION FOR ANY PURPOSE
WHATSOEVER OTHER THAN THE PERFORMANCE OF THE SERVICES ON BEHALF OF THE COMPANY
OR (II) DISCLOSE THE CONFIDENTIAL INFORMATION TO ANY THIRD PARTY.
CONSULTANT
AGREES THAT ALL CONFIDENTIAL INFORMATION WILL REMAIN THE SOLE PROPERTY OF THE
COMPANY.
CONSULTANT ALSO AGREES TO TAKE ALL REASONABLE PRECAUTIONS TO PREVENT
ANY UNAUTHORIZED DISCLOSURE OF SUCH CONFIDENTIAL INFORMATION, INCLUDING, BUT NOT
LIMITED TO, INFORMING EACH OF CONSULTANT'S EMPLOYEES AND CONTRACTORS, IF ANY,
WITH ACCESS TO ANY CONFIDENTIAL INFORMATION OF THE TERMS OF THIS PROVISION.
WITHOUT THE COMPANY'S PRIOR WRITTEN APPROVAL, CONSULTANT WILL NOT DIRECTLY OR
INDIRECTLY DISCLOSE TO ANYONE THE EXISTENCE OF THIS AGREEMENT OR THE FACT THAT
CONSULTANT HAS THIS ARRANGEMENT WITH THE COMPANY.
1
C.
FORMER CLIENT CONFIDENTIAL INFORMATION.
CONSULTANT AGREES THAT CONSULTANT
WILL NOT, DURING THE TERM OF THIS AGREEMENT, IMPROPERLY USE OR DISCLOSE ANY
PROPRIETARY INFORMATION OR TRADE SECRETS OF ANY FORMER OR CURRENT EMPLOYER OF
CONSULTANT OR OTHER PERSON OR ENTITY WITH WHICH CONSULTANT HAS AN AGREEMENT OR
DUTY TO KEEP IN CONFIDENCE INFORMATION ACQUIRED BY CONSULTANT, IF ANY.
CONSULTANT ALSO AGREES THAT CONSULTANT WILL NOT BRING ONTO THE COMPANY'S
PREMISES ANY UNPUBLISHED DOCUMENT OR PROPRIETARY INFORMATION BELONGING TO ANY
SUCH EMPLOYER, PERSON OR ENTITY UNLESS CONSENTED TO IN WRITING BY