{"id":38654,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/consultant-contract-northrop-grumman-corp-and-ralph-d-crosby.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consultant-contract-northrop-grumman-corp-and-ralph-d-crosby","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/consultant-contract-northrop-grumman-corp-and-ralph-d-crosby.html","title":{"rendered":"Consultant Contract &#8211; Northrop Grumman Corp. and Ralph D. Crosby Jr."},"content":{"rendered":"<pre>                               CONSULTANT CONTRACT\n                               -------------------\n\n      This Agreement for consulting services is between NORTHROP GRUMMAN\nCORPORATION, a Delaware corporation, whose principal place of business is\nlocated at 1840 Century Park East, Los Angeles, California 90067 (\"NGC\") and\nRalph D. Crosby, Jr. of 3500 Drexel Drive, Highland Park, Texas 91604.\n\nI.    ENGAGEMENT\n      ----------\n\n      NGC hereby retains Consultant to provide the services described in\nAttachment A hereto. Consultant shall serve at NGC's call. Consultant's\nprincipal point of contact at NGC with respect to the specific nature and scope\nof the services to be provided hereunder shall be Kent Kresa NGC's Chairman and\nChief Executive Officer. Consultant shall submit monthly written reports to NGC,\nin the format described in Attachment B hereto, setting forth the actions taken\non behalf of NGC and provide such other reports as NGC may reasonably require.\n\nII.   PLACE OF ENGAGEMENT\n      -------------------\n\n      Consultant shall perform the services called for under this Agreement in\nsuch places and at such times as NGC may reasonably require.\n\nIII.  TERM OF ENGAGEMENT\n      ------------------\n\n      The term of this Agreement shall be for a period of one year commencing on\nJanuary 12, 2002 and terminating on January 11, 2003. This Agreement may be\nrenewed or extended for such time as NGC and the Consultant may agree upon in\nwriting.\n\nIV.   COMPENSATION\n      ------------\n\n      A.  Fee. NGC shall pay Consultant and Consultant shall accept from NGC in\n          ----\nfull payment for services hereunder, compensation at the rate of one thousand\ndollars per day ($1000\/day) for each day of service performed. Payment shall be\nmade only upon submittal of a proper invoice and only to the extent that\nConsultant satisfactorily performs services pursuant to this Agreement and\nsubstantiates such performance in the monthly activity report required by\nAttachment B. In the event services are not required or performed in a given\nmonth, NGC shall be\n\n\n\nunder no obligation to pay any compensation for that month except as otherwise\nprovided herein. If Consultant fails to substantiate any invoice for services,\nNGC shall have no obligation to compensate Consultant for such claimed services.\n\n     B.  Expenses. NGC shall reimburse Consultant for all reasonable and\n         ---------\nnecessary business expenses incurred by Consultant in connection with the\nrendering of services hereunder provided that all such expenses are approved in\nadvance by Kent Kresa or his designee. Claims for expenses must be in accordance\nwith NGC's established policies and limitations pertaining to allowable expenses\nand documented pursuant to the procedures applicable to NGC's employees.\n\n     C.  Maximum Compensation. Notwithstanding any other provisions of this\n         ---------------------\nAgreement to the contrary, NGC shall not be obligated to request or to pay\nConsultant for any minimum amount of services, and in no event shall NGC be\nobligated during the term of this Agreement for consulting fees and expenses of\nmore than thirty thousand dollars ($30,000.00).\n\n     D.  Full Extent Of Compensation. Unless otherwise specifically stated in\n         ----------------------------\nwriting, this Section IV describes the full extent of compensation Consultant\nshall receive under this Agreement and Consultant shall not be entitled by\nvirtue of this Agreement to be paid a commission or to participate in any\ninsurance, saving, retirement or other benefit programs, including, without\nlimitation, stock ownership plans offered by NGC to its employees, nor shall\nthis Agreement in any way modify any other Agreement that Consultant may have\nwith NGC.\n\n     E.  Warranty. Consultant certifies and warrants that in the course of\n         ---------\nperforming services under this Agreement, no payments will be made to government\nofficials or customer representatives, that no government official or customer\nrepresentative has any direct or indirect investment interest or interest in the\nrevenues or profits of Consultant, and that no expenditure for other than lawful\npurposes will be made.\n\n     F.  Exclusion Of Lobbying Costs From Overhead Rates. NGC is prohibited from\n         ------------------------------------------------\ncharging directly or indirectly, costs associated with lobbying activities to\nits contracts with the United States Government. Unallowable costs associated\nwith lobbying activities are defined at Federal Acquisition Regulations (FAR)\n31.205-22, effective as of the date of this Agreement. Consultant agrees that in\nthe event that consultant performs lobbying activities under this Agreement,\nConsultant shall provide NGC with a detailed accounting of time expended,\nindividual agency\/congressional employees contacted, and NGC programs discussed\nin the required activity report.\n\n                                       2\n\n\n\nV.   TRADE SECRETS AND PROPRIETARY INFORMATION\n     -----------------------------------------\n\n     A.  Disclosure To Third Parties Prohibited. Consultant shall not divulge,\n         ---------------------------------------\ndisclose or communicate any information concerning any matters affecting or\nrelating to the business of NGC without the express written consent of NGC. The\nterms of this section shall remain in full force and effect after the\ntermination or expiration of this Agreement.\n\n     B.  Ideas, Improvements and Inventions. Any and all ideas, improvements\n         -----------------------------------\nand inventions conceived of, developed, or first reduced to practice in the\nperformance of work hereunder for NGC shall become the exclusive property of NGC\nand ideas and developments accruing therefrom shall all be fully disclosed to\nNGC and shall be the exclusive property of NGC and may be treated and dealt with\nby NGC as such without payment of further consideration than is hereinabove\nspecified. Consultant shall preserve such ideas, improvements and inventions as\nconfidential during the term of the contract and thereafter and will execute all\npapers and documents necessary to vest title to such ideas, developments,\ninformation, data, improvements and inventions in NGC and to enable NGC to apply\nfor and obtain letters patent on such ideas, developments, information, data,\nimprovements and inventions in any and all countries and to assign to NGC the\nentire right, title and interest thereto.\n\n     C.  Notes, Memoranda, Reports and Data. Consultant agrees that the\n         -----------------------------------\noriginal and all copies of notes, memoranda, reports, findings or other data\nprepared by Consultant in connection with the services performed hereunder shall\nbecome the sole and exclusive property of NGC.\n\n     D.  Disclosure of Confidential or Proprietary Information of Third Parties\n         ----------------------------------------------------------------------\nProhibited. Consultant will not disclose to NGC or induce NGC to use any secret\n-----------\nprocess, trade secret, or other confidential or proprietary knowledge or\ninformation belonging to others, including but not limited to the United States.\nSuch information includes but is not limited to information relating to bids,\noffers, technical proposals, responses to requests for procurement, rankings of\ncompetitors and other similar procurement sensitive information.\n\nVI.  PRESERVATION OF TRADE NAMES, TRADE MARKS AND PATENT RIGHTS\n     ----------------------------------------------------------\n\n     All trade names, trade marks and patent rights of NGC pertaining to NGC\nproducts, including the names \"Northrop,\" \"Grumman\" and \"Northrop Grumman\nCorporation\" shall remain\n\n                                       3\n\n\n\nthe sole property of NGC and Consultant agrees to do all things necessary to\nprotect and preserve such trade names, trade marks and patent rights from claims\nby other persons or entities.\n\nVII.  COOPERATION WITH NGC\n      --------------------\n\n      During and after the expiration of this Agreement, Consultant shall\ncooperate with NGC in regard to any matter, dispute or controversy in which NGC\nis involved, or may become involved and of which Consultant may have knowledge.\nSuch cooperation shall be subject to further agreement providing for legally\nappropriate compensation.\n\nVIII. INDEMNIFICATION\n      ---------------\n\n      Consultant shall indemnify, defend and hold NGC harmless from any and all\nclaims of third parties for loss or damage arising out of or relating to\nConsultant's activities or operations or omissions, including those of the\nConsultant's employees, pursuant to this Agreement. Such indemnification shall\nsurvive the expiration or termination of this Agreement.\n\nIX.   INDEPENDENT CONTRACTOR\n      ----------------------\n\n      Consultant shall render all services hereunder as an independent\ncontractor and shall not hold out himself or herself as an agent of NGC. Nothing\nherein shall be construed to create or confer upon Consultant the right to make\ncontracts or commitments for or on behalf of NGC.\n\nX.    TAXES\n      -----\n\n      Consultant shall pay all taxes due with respect to the compensation paid\nhereunder.\n\nXI.   OBSERVANCE OF APPLICABLE LAWS AND REGULATIONS\n      ---------------------------------------------\n\n      A.  United States Laws. Consultant shall comply with and do all things\n          -------------------\nnecessary for NGC to comply with United States laws and regulations and express\npolicies of the United States Government, including but not limited to the\nrequirements of the Foreign Corrupt Practices Act, 15 U.S.C. Section 78 dd-1 et\n                                                                             --\nseq., the Federal Acquisition Regulations, 48 CFR section 1.101 et seq.,\n----                                                            -- ----\n(\"FAR\"), the International Traffic in Arms Regulations, 22 CFR Parts 120 through\n130 and applicable regulations; the Byrd Amendment (31 U.S.C. Section 1352) and\napplicable regulations; the Office of Federal Procurement Policy Act (41 U.S.C.\nSection 423) and applicable\n\n                                       4\n\n\n\nregulations; and the DoD Joint Ethics Regulation (DoD 5500.7-R). No part of any\ncompensation or fee paid by NGC will be used directly or indirectly to make any\nkickbacks to any person or entity, or to make payments, gratuities, emoluments\nor to confer any other benefit to an official of any government or any political\nparty. Consultant shall not seek, nor relay to NGC, any classified, proprietary\nor source selection information not generally available to the public.\nConsultant shall also comply with and do all things necessary for NGC to comply\nwith provisions of contracts between agencies of the United States Government or\ntheir contractors and NGC that relate either to patent rights or the\nsafeguarding of information pertaining to the security of the United States.\nThis entire Agreement and\/or the contents thereof may be disclosed to the United\nStates Government.\n\n     B.  No Selling Agency Employed. Consultant further represents and warrants\n         ---------------------------\nthat no person or selling agency has been or will be employed or retained to\nsolicit or secure any contract, including but not limited to a United States\nGovernment contract, upon an agreement or understanding for a commission,\npercentage, brokerage, or contingent fee, excepting bona fide employees or bona\nfide established commercial or selling agencies maintained by the Consultant for\nthe purpose of receiving business. In the event of a breach or violation of this\nwarranty, NGC shall have the right to annul this Agreement without liability or\nin its discretion to deduct from the fee or consideration, or otherwise recover,\nthe full amount of such commission, percentage, brokerage or contingent fee.\n\n     C.  State Law And Regulations. Consultant shall comply with and do all\n         --------------------------\nthings necessary for Consultant and NGC each to comply with all laws and\nregulations of the State of California and any other state, including Texas and\nthe District of Columbia, in which services hereunder are or may be rendered.\n\n     D.  Maintenance Of Time And Expense Records. Consultant shall maintain\n         ----------------------------------------\nappropriate time and expense records pertaining to the services performed under\nthis Agreement. Said records shall be subject to examination and audit by NGC\nand the United States Government until notified by NGC in writing, that the\nrecords no longer need to be maintained.\n\n     E.  Certification. This Agreement is made in material reliance upon the\n         --------------\nrepresentations and warranties made by Consultant. The effectiveness of this\nAgreement is contingent upon and will not commence until receipt by NGC of the\ncertifications set forth in Attachment C hereto. In the event that NGC has\nreason to believe that these certifications are incorrect, NGC\n\n                                       5\n\n\n\nmay treat this Agreement as being null and void or may terminate this Agreement\npursuant to Section XVI.\n\n      F.  Standards of Business Conduct. Consultant hereby acknowledges that he\n          ------------------------------\nhas received a copy of the NGC Standards of Business Conduct (or amendment\nthereof) and agrees to conduct his activities for or on behalf of NGC in\naccordance with such principles as a condition of this Agreement.\n\nXII.  ASSIGNMENT OF RIGHTS\n      --------------------\n\n      This Agreement and the rights, benefits, duties and obligations contained\nherein may not be assigned or otherwise transferred in any manner to third\nparties without the express written approval of NGC. Any such assignment or\ntransfer without prior approval of NGC will be null, void and without effect.\n\nXIII. MODIFICATION\n      ------------\n\n      No waiver or modification of this Agreement or of any covenant, condition,\nor limitation herein shall be valid and enforceable unless such waiver or\nmodification is in writing.\n\nXIV.  USE OR EMPLOYMENT OF THIRD PARTIES\n      ----------------------------------\n\n      Consultant shall not utilize or employ any third party, individual or\nentity, in connection with Consultant's performance of services under this\nAgreement without the express written approval of NGC.\n\nXV.   CONFLICTS OF INTEREST\n      ---------------------\n\n      No business or legal conflicts of interest shall exist between services\nperformed or to be performed by Consultant on behalf of NGC and by Consultant on\nbehalf of any other client. The identity of Consultant's directorships, other\nemployment and clients shall be fully disclosed in the Certification, Attachment\nD.\n\n                                       6\n\n\n\nXVI.   COVENANT NOT TO COMPETE\n       -----------------------\n\n       Consultant shall not directly or indirectly engage in any activities\ndesigned to deprive or which may have the effect of depriving NGC of the good\nwill of customers or potential customers of its products and services. Further,\nConsultant shall not, during the term of this Agreement, and for a period of\ntwelve (12) months after expiration or termination of this Agreement, represent,\nact as representative for, or market or sell, directly or indirectly, products\ncompeting with NGC products and services.\n\nXVII.  TERMINATION\n       -----------\n\n       A.  Thirty Days Notice. Either party may terminate this Agreement upon\n           -------------------\nthirty days written notice to the other. Except as otherwise provided herein, in\nthe event of termination, Consultant shall be entitled to compensation until the\nexpiration of the stated notice period.\n\n       B.  Violation Of Term Or Condition. Notwithstanding the foregoing, in the\n           -------------------------------\nevent of a violation by Consultant of any term or condition, express or implied,\nof this Agreement or of any federal or state law or regulation pertaining to or\narising from Consultant's performance of services under this Agreement, NGC may,\nin its discretion, terminate this Agreement immediately, without notice and in\nsuch event, Consultant shall only be entitled to compensation up to the time of\nsuch violation.\n\n       C.  Bankruptcy. Notwithstanding the foregoing, in the event that\n           -----------\nConsultant is adjudicated a bankrupt or petitions for relief under bankruptcy,\nreorganization, receivership, liquidation, compromise or other arrangement or\nattempts to make an assignment for the benefit of creditors, this Agreement\nshall be deemed terminated automatically, without requirement of notice, without\nfurther liability or obligation to NGC.\n\nXVIII. SEVERABILITY OF PROVISIONS\n       --------------------------\n\n       All provisions contained herein are severable and in the event any of\nthem are held to be invalid by any competent court, this Agreement shall be\ninterpreted as if such invalid provision was not contained herein.\n\n                                       7\n\n\n\nXIX. AVAILABILITY OF EQUITABLE REMEDIES\n     ----------------------------------\n\n     Consultant understands and agrees that any breach or evasion of any of the\nterms of this Agreement will result in immediate and irreparable injury to NGC\nand will entitle NGC to all legal and equitable remedies including, without\nlimitation, injunction or specific performance.\n\nXX.  GOVERNING LAW\n     -------------\n\n     This Agreement and the performance hereunder shall be governed by and\nconstrued in accordance with the laws of the State of Texas (excluding any\nconflicts of laws provisions) which shall be the exclusive applicable law.\n\nXXI. SETTLEMENT OF DISPUTES\n     ----------------------\n\n     A.  NGC and Consultant hereby consent to the resolution by arbitration of\nall disputes, issues, claims or controversies arising out of or in connection\nwith this Agreement, that NGC may have against Consultant, or that Consultant\nmay have against NGC, or against its officers, directors, employees or agents\nacting in their capacity as such. Each party's promise to resolve all such\nclaims, issues, or disputes by arbitration in accordance with this Agreement\nrather than through the courts, is consideration for the other party's like\npromise. It is further agreed that the decision of an arbitrator on any issue,\ndispute, claim or controversy submitted for arbitration, shall be final and\nbinding upon the NGC and Consultant and that judgment may be entered on the\naward of the arbitrator in any court having proper jurisdiction.\n\n     B.  Except as otherwise provided herein or by mutual agreement of the\nparties, any arbitration shall be administered in accordance with the\nthen-current Model Arbitration Procedures of the American Arbitration\nAssociation (AAA) before an arbitrator who is licensed to practice law in the\nstate in which the arbitration is convened. The arbitration shall be held in\nDallas, Texas or at any other location mutually agreed upon by the parties.\n\n     C.  The parties shall attempt to agree upon the arbitrator. If the parties\ncannot agree on the arbitrator, the AAA shall then provide the names of nine (9)\narbitrators experienced in business employment matters along with their resumes\nand fee schedules. Each party may strike all names on the list it deems\nunacceptable. If more than one common name remains on the list of all parties,\nthe parties shall strike names alternately until only one remains. The party who\ndid\n\n                                       8\n\n\n\nnot initiate the claim shall strike first. If no common name remains on the\nlists of the parties, the AAA shall furnish an additional list until an\narbitrator is selected.\n\n     D. The arbitrator shall interpret this Agreement, and any applicable NGC\npolicy or rules and regulations, any applicable substantive law (and the law of\nremedies, if applicable) of the state of Texas, or applicable federal law. In\nreaching his or her decision, the arbitrator shall have no authority to change\nor modify any lawful NGC policy, rule or regulation, or this Agreement. The\narbitrator, and not any federal, state or local court or agency, shall have\nexclusive and broad authority to resolve any dispute relating to the\ninterpretation, applicability, enforceability or formation of this Agreement,\nincluding, but not limited to, any claim that all or any part of this Agreement\nis voidable.\n\nXXII.   NOTICE\n        ------\n\n        Any notice to be given hereunder shall be in writing, mailed by\ncertified or registered mail with return receipt requested addressed to NGC:\n\n                           Northrop Grumman Corporation\n                           1840 Century Park East\n                           Los Angeles, CA 90067\n                           Attn.: Fritz Baskett\n\nor to Consultant:\n\n                           Ralph D. Crosby, Jr.\n                           3500 Drexel Drive\n                           Highland Park, Texas 91604\n\nor to such other address as may have been furnished at the date of mailing\neither by NGC or Consultant in writing.\n\nXXIII.  COMPLETE AGREEMENT\n        ------------------\n\n        This Agreement constitutes the entire agreement of the parties with\nrespect to the engagement of Consultant by NGC and supersedes any and all other\nagreements between the parties. The parties stipulate and agree that neither of\nthem has made any representation with respect to this Agreement except that such\nrepresentations are specifically set forth herein. The\n\n                                       9\n\n\n\n\nparties acknowledge that any other payments or representations that may have\nbeen made are of no effect and that neither party has relied on such payments or\nrepresentations in connection with this Agreement or the performance of services\ncontemplated herein.\n\n     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nentered into and executed as set forth below.\n\n\n                                         NORTHROP GRUMMAN CORPORATION\n\n                                         \/s\/ KENT KRESA\n                                         ---------------------------------------\n                                         Kent Kresa\n                                         Chairman and Chief Executive Officer\n\n                                         Date: 11 Jan 02\n                                               ---------------------------------\n\n                                         CONSULTANT\n\n                                         \/s\/ RALPH D. CROSBY, JR.\n                                         ---------------------------------------\n                                         Ralph D. Crosby, Jr.\n\n\n                                         Date: January 7, 2002\n                                               ---------------------------------\n\n                                         TIN: __________________________________\n\n                                       10\n\n\n\n                                  ATTACHMENT A\n                                STATEMENT OF WORK\n\n                              Ralph D. Crosby, Jr.\n\n     When requested, Consultant shall advise NGC on issues relating to matters\nhe was involved with while an employee of NGC, as well as issues relating to\nbusiness development, new business proposals and business opportunity\nevaluations.\n\n\n\n                                  ATTACHMENT B\n                         MONTHLY ACTIVITY REPORT FORMAT\n                              Ralph D. Crosby, Jr.\n\n     As a Consultant, you are required to submit a written activity report each\nmonth directly to the Northrop Grumman Corporation (\"NGC\") employee identified\nin Article I of the Agreement. Each activity report must include the following\ninformation:\n\n1.      A detailed accounting of the amount of time spent by you on behalf of\nNGC since your last Activity Report, itemized each hour or by fraction of an\nhour worked, reflecting the work performed during each periodic segment and the\nindividual who performed it.\n\n2.      The identity of all persons with whom you met or discussed business on\nbehalf of NGC, including a description of the business or government affiliation\nof the individual, as well as the specific position or rank of each person.\n\n3.      A statement of the subject matter of all meetings and discussions in\nwhich you participated on behalf of NGC, including all NGC programs discussed in\nconnection with any activities performed.\n\n4.      An invoice, on a separate page, clearly identifying the Agreement,\nspecifying the time period covered, summarizing the fees and expenses claimed\nfor that time period, and enclosing the original receipts for all claimed\nexpenses. Consultant must certify on each invoice that the charges for the\nperiod covered by it do not include any charges for assignments not authorized\nby the Agreement. A suggested certification is as follows:\n\n     \"The undersigned certifies that the payment requested herein is\n     correct and just, and that payment has not been received. The\n     undersigned certifies that this invoice does not include any\n     charges for services not authorized by the Agreement and,\n     specifically, that no services have been performed involving the\n     influence or attempt to influence any Federal agency officer\n\n\n\n\n          or employee, any Member of Congress, officer or employee of\n          Congress, or employee of a Member of Congress, in connection\n          with any Federal action as defined in the Byrd Amendment\n          (including the awarding, extension, continuation, renewal,\n          amendment, or modification of any Federal contract); and that\n          no services have been performed regarding advice, information,\n          direction or assistance to NGC for a Federal contract.\"\n\nUnless your services are fully described and accurately recorded in this\nfashion, your fees will not be paid by NGC. You are not authorized to engage in\nany activity covered by the Byrd Amendment (31 U.S.C. Section 1352), but if you\ndo so you must clearly identify it as such in your activity report, and the\nactivity you describe shall be treated as a material representation of fact upon\nwhich NGC shall rely in preparing any certifications and\/or disclosures required\nby the Byrd Amendment, 31 USC Section 1352. Any and all liability arising from\nan erroneous representation shall be borne solely by you.\n\n                                       2\n\n\n\n                                  ATTACHMENT C\n                                  ------------\n\n                                  CERTIFICATION\n                                  -------------\n\n                              Ralph D. Crosby, Jr.\n\nThe undersigned, Ralph D. Crosby, Jr., (\"Consultant\"), hereby certifies,\nrepresents and warrants the following:\n\n1. In past dealings with Northrop Grumman Corporation (\"NGC\") or other clients,\nConsultant has complied with all applicable laws, rules, regulations and express\npolicies of the United States and the State or territory in which services were\nperformed.\n\n2. In performing the services under this Agreement, Consultant will comply with\nall applicable laws, rules, regulations and express policies of the United\nStates and the State or territory in which services will be performed.\n\n3. There have been no kick-backs or other payments made, either directly or\nindirectly, to any NGC director, employee or consultant or to the family of any\nNGC director, employee or consultant.\n\n4. No kick-backs or other payments will be made, either directly or indirectly,\nto any NGC director, employee or consultant or to the family of any NGC\ndirector, employee or consultant.\n\n5. Consultant has not used and will not use any part of the compensation paid by\nNGC to make payments, gratuities, emoluments or to confer any other benefit to\nan official of any government, or any political party, or official of any\npolitical party.\n\n6. No person or selling agency has been or will be employed or retained to\nsolicit or secure any contract, including but not limited to a United States\ngovernment contract, upon an agreement or understanding for a commission,\npercentage, brokerage, or contingent fee, excepting bona fide employees or bona\nfide established commercial selling agencies maintained by the Consultant for\nthe purpose of receiving business.\n\n\n\n\n7.  No classified, proprietary, source selection or procurement sensitive\ninformation has been or will be solicited on behalf of or conveyed to NGC.\n\n8.  Consultant has not influenced or attempted to influence and will not\ninfluence or attempt to influence any United States government official or\nemployee in connection with the award, extension, continuation, renewal,\namendment or modification of a federal contract or otherwise engage in\n\"non-exempt services\" within the meaning of the Byrd Amendment, 31 U.S.C.\nSection 1352.\n\n9.  Consultant has not utilized or employed and will not utilize or employ any\nthird party, individual or entity, in connection with the performance of\nservices on behalf of NGC, except as follows: (if none, state \"None\").\n                                              ------------------------\n\n10. No business or legal conflicts of interest exist between services performed\nor to be performed by Consultant on behalf of NGC and by Consultant on behalf of\nany other client, the identities of which Consultant has fully disclosed to NGC.\n\nThe person whose signature appears below is authorized by Consultant to certify\nthat the foregoing is true and correct.\n\nI declare under penalty of perjury that the foregoing certificate is true and\ncorrect\n\n\n\/s\/ RALPH D. CROSBY, JR.                           Date: January 7, 2002\n-------------------------------                          -------------------\nRalph D. Crosby, Jr.\n\n                                       2\n\n\n\n\n                                  ATTACHMENT D\n\n             CERTIFICATION OF DIRECTORSHIPS, EMPLOYMENT AND CLIENTS\n             ------------------------------------------------------\n\n                              Ralph D. Crosby, Jr.\n\nThe following is a complete list of Consultant's directorships, employment and\nconsulting clients (if none, state \"None\"):\n\nI.  Directorships and Employment\n    ----------------------------\n\nName of Company                           Responsibilities\/Duties\n---------------                           --------------------------------------\n\nDucommun Incorporated                     Director\n\n\nII. CLIENTS\n    -------\n\nName of Company                           Services\/Duties\n---------------                           --------------------------------------\n\n\n\nSignature: \/s\/ RALPH D. CROSBY, JR.\n           ------------------------\n           Ralph D. Crosby, Jr.\n\nDate:      January 7, 2002\n           ---------------\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8374],"corporate_contracts_industries":[9473],"corporate_contracts_types":[9539,9541],"class_list":["post-38654","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-northrop-grumman-corp","corporate_contracts_industries-aerospace__aircraft","corporate_contracts_types-compensation","corporate_contracts_types-compensation__consulting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38654","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38654"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38654"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38654"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38654"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}