REQUIRED
DUTIES IN A TIMELY AND PRODUCTIVE MANNER BUT NOT TO EXCEED FOUR HUNDRED (400)
HOURS IN ANY ONE CALENDAR YEAR.
C.
UNLESS DIRECTED IN WRITING BY THE OTHER PARTY, NEITHER PARTY HAS
THE AUTHORITY TO ACT FOR OR ON BEHALF OF THE OTHER PARTY IN ANY MANNER OR TO ANY
EXTENT WHATSOEVER AND HAS NO AUTHORITY TO BIND THE OTHER PARTY BY OR TO ANY
OBLIGATION, AGREEMENT, PROMISE OR REPRESENTATION.
D.
TO THE EXTENT THAT CONSULTANT PERFORMS SERVICES UNDER THIS
AGREEMENT AT MTR'S FACILITIES, MTR SHALL PROVIDE CONSULTANT WITH MEETING
FACILITIES AS REASONABLY REQUIRED BY CONSULTANT. IN ADDITION DURING THE INITIAL
TWELVE (12) MONTHS OF THE TERM, MTR AGREES TO EMPLOY, COMPENSATE (AT AN ANNUAL
GROSS RATE OF FIFTY THOUSAND DOLLARS ($50,000.00) IN THE NORMAL COURSE OF
PAYROLL), AND PROVIDE EMPLOYEE BENEFITS TO A MUTUALLY AGREEABLE
ASSISTANT/SECRETARY TO PROVIDE SECRETARIAL ASSISTANCE TO CONSULTANT.
6.
INDEPENDENT CONTRACTOR RELATIONSHIP.
THIS AGREEMENT DOES NOT
CONSTITUTE AN OFFER OF EMPLOYMENT, NOR DOES IT CONSTITUTE A CONTRACT OF
EMPLOYMENT WITH MTR.
THE PARTIES' INTENTION IS THAT CONSULTANT IS AN
INDEPENDENT CONTRACTOR AND NOT AN EMPLOYEE OF MTR, AND THAT CONSULTANT RETAIN
SOLE AND ABSOLUTE DISCRETION AND JUDGMENT IN THE MANNER AND MEANS OF CARRYING
OUT CONSULTING ACTIVITIES.
THIS AGREEMENT SHALL NOT BE CONSTRUED AS A
PARTNERSHIP OR JOINT VENTURE, AND NEITHER PARTY HERETO SHALL BE LIABLE FOR ANY
OBLIGATIONS INCURRED BY THE OTHER PARTY EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT.
THE PARTIES AGREE THAT SINCE CONSULTANT IS NOT AN EMPLOYEE OF MTR,
HE IS NOT ENTITLED TO RECEIVE THE BENEFITS OF THE PERSONNEL POLICIES, PROCEDURES
OR PRACTICES OF MTR, OR ANY OTHER
3
COMPENSATION OR BENEFITS FROM MTR OR ANY OF ITS AFFILIATES OR SUBSIDIARIES
(OTHER THAN BENEFITS EARNED PRIOR TO THIS AGREEMENT AND AS SET FORTH HEREIN).
7.
NON-DISCLOSURE OF INFORMATION.
A.
CONSULTANT AGREES THAT, DURING THE TERM OF THIS AGREEMENT OR AT
ANY TIME THEREAFTER, HE WILL NOT DIVULGE TO ANY OTHER PERSON OR ENTITY ANY
CONFIDENTIAL OR PROPRIETARY INFORMATION OF MTR WHICH IS NOT GENERALLY KNOWN IN
THE MARKETPLACE, INCLUDING, WITHOUT LIMITATION, PROCESSES, PROCEDURES, SOFTWARE
AND TECHNOLOGY, FINANCIAL INFORMATION, STRATEGIC PLANNING, SALES, ADVERTISING
AND MARKETING PLANS AND STRATEGIES, EMPLOYEE COMPENSATION PLANS, CUSTOMER LISTS
AND INFORMATION, VENDOR CONTRACTS AND OTHER ARRANGEMENTS AND CONTRACTS OF MTR,
OR ANY AND ALL OTHER TRADE SECRETS OF MTR.
B.
UPON TERMINATION OF THIS AGREEMENT, CONSULTANT WILL DELIVER TO
MTR ANY AND ALL DOCUMENTS, MANUALS, LETTERS, MEMORANDA, LISTS, PAPERS, NOTES,
REPORTS, COMPUTER SOFTWARE, COMPUTER PRINTOUTS AND SIMILAR MATERIALS, AND ALL
COPIES THEREOF (INCLUDING ELECTRONIC), CONTAINING CONFIDENTIAL, PROPRIETARY OR
TRADE SECRET INFORMATION OF MTR.
C.
THIS PARAGRAPH 7 (AND ALL PROVISIONS REGARDING ENFORCEMENT OF
SUCH) SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
8.
NON-COMPETITION.
THE PARTIES RECOGNIZE AND AGREE THAT MTR WOULD
BE SUBSTANTIALLY INJURED BY CONSULTANT COMPETING WITH MTR.
ACCORDINGLY,
CONSULTANT AGREES THAT HE WILL NOT, UNLESS ACTING WITH MTR'S EXPRESS PRIOR
WRITTEN CONSENT, DURING THE TERM OF THIS AGREEMENT, DIRECTLY OR INDIRECTLY, OWN,
OPERATE, JOIN, CONTROL, PARTICIPATE IN OR BE CONNECTED AS AN OFFICER, DIRECTOR,