{"id":38656,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/consulting-agreement-alcoa.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consulting-agreement-alcoa","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/consulting-agreement-alcoa.html","title":{"rendered":"Consulting Agreement – Alcoa"},"content":{"rendered":"CONSULTING AGREEMENT<\/p>\n
THIS AGREEMENT is made effective August 1, 2010 between Alcoa Inc., a
\nPennsylvania corporation, including all of its subsidiaries and divisions
\n(hereinafter called “ALCOA”), and Bernt Reitan, an individual currently residing
\nat 350 East 79th<\/sup> Street, Apt 36C, New York, New York 10021-9209
\n(hereinafter called “Consultant”).<\/p>\nWHEREAS, Alcoa desires personal consulting services from Consultant and
\nConsultant desires to render the performance of such services;<\/p>\n
NOW, THEREFORE, in consideration of the mutual covenants contained in this
\nConsulting Agreement, and intending to be legally bound, the parties agree as
\nfollows:<\/p>\n
ARTICLE I – DEFINITIONS<\/p>\n
Section 1.1. The term “Consulting Services” means the personal and associated
\nservices of Consultant provided to Alcoa’s Global Primary Products Group in
\nareas relating to Consultant’s expertise and knowledge of aluminum manufacturing
\nand fabrication, smelting, bauxite mining, bauxite refining and\/or the sale or
\ndistribution of alumina and alumina related products, alumina refining and
\nsmelting technology and smelter and refinery construction. Requests for
\nConsulting Services shall only be made by John Thuestad or his designee. All
\nrequests for Consulting services shall be subject to allowing for your
\nreasonable personal plans and commitments. Consultant will consult with John
\nThuestad or his designee to develop specific goals, objectives and criteria
\nrelating to the Consulting Services. Consultant shall provide Consulting
\nServices to Alcoa as an independent contractor. Alcoa disclaims any right to
\ncontrol the manner of performance of the Consulting Services. It is understood
\nthat Alcoa can except or reject any or all proposals and recommendations of
\nConsultant.<\/p>\n<\/p>\n
\nSection 1.2. Consulting Services shall be performed from your home in Oslo,
\nNorway. When available, Alcoa will provide office space and support in its
\noffice in Oslo, Norway, or at one of its other offices if necessary. It is
\nunderstood that Consultant will, upon Alcoa’s request provide Consulting
\nServices and if necessary, meet with representatives of Alcoa at any of its
\nlocations mutually agreed upon by Alcoa and Consultant.<\/p>\n
ARTICLE II – COMPENSATION<\/p>\n
Section 2.1. Effective August 1, 2010 Alcoa shall pay Consultant a fee of
\n$125,000 for the performance of Consulting Services. Effective August 1, 2011,
\nthe anniversary date of this Agreement, Alcoa shall pay Consultant a fee of
\n$125,000 for the performance of Consulting Services. It is agreed that
\nConsultant will not be required to provide more than 25 days of Consulting
\nServices during any one-year term of this Agreement.<\/p>\n
Section 2.2. Consultant shall have the right to be reimbursed for all
\nreasonable travel, living, telephone and other expenses incurred in the
\nperformance of approved Consulting Services, including domestic air travel costs
\n(coach class accommodations), international air travel costs (business class
\naccommodations) and other expenses directly incurred in rendering Consulting
\nServices to Alcoa. Reimbursable expenses shall include any approved expenses
\nincurred for communication needs e.g. cell phone. Such expenses shall be
\nreimbursable to the Consultant under Section 2.3 of this Agreement. Consultant
\nmay not reveal to any party whatsoever without Alcoa’s express written approval
\nthe character of, or compensation for Consulting Services being performed for
\nAlcoa, except that the parties agree that the Consultant may disclose to
\npotential future employers his obligation to provide consulting services to
\nAlcoa.<\/p>\n<\/p>\n
2<\/p>\n<\/p>\n
\nSection 2.3. For incurred reimbursable expenses, Consultant shall be paid
\nwithin thirty (30) days after receipt by Alcoa of a statement showing itemized
\nexpenses incurred during the preceding calendar month. Consulting Services and
\nexpenses may also be reimbursed in such other manner as agreed upon by Alcoa and
\nConsultant.<\/p>\n
ARTICLE III – CONFIDENTIALITY<\/p>\n
Section 3.1. All data and other information of every kind, which is not
\ngenerally known or used outside of Alcoa and which gives Alcoa a competitive
\nadvantage over others who do not know or use it, whether expressed in writing or
\notherwise, including information of a technical, engineering, operational or
\neconomic nature, learned or obtained by Consultant during the term of this
\nAgreement or disclosed or revealed to Consultant by Alcoa, in the course of
\nperforming Consulting Services for Alcoa under this Agreement, and which
\nConsultant knows, or has reason to believe includes factual information which
\nAlcoa expects to be treated in confidence (all herein called “Information”)
\nshall be:<\/p>\n<\/p>\n
\n\n\n| <\/td>\n | \n (a)<\/p>\n<\/td>\n | \n received and maintained in strict confidence by Consultant and shall not be
\ndisclosed, directly or indirectly, by Consultant to any related or unrelated
\nparty whatsoever; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | \n (b)<\/p>\n<\/td>\n | \n used by Consultant only for the performance of Consulting Services for Alcoa.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Section 3.2. The foregoing obligations of confidentiality, limited use and
\nnon-disclosure shall not apply to the following two exclusions:<\/p>\n<\/p>\n \n\n\n| <\/td>\n | \n (a)<\/p>\n<\/td>\n | \n Information of a factual nature which is or becomes available in issued
\npatents, published patent applications or printed publications of general public
\ncirculation other than by acts or omissions of Consultant; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 3<\/p>\n<\/p>\n
\n\n\n\n| <\/td>\n | \n (b)<\/p>\n<\/td>\n | \n Information of a factual nature which Consultant hereafter lawfully obtains
\nwithout restriction from a third party other than from a third party who
\nobtained such Information from Alcoa.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Section 3.3. The obligations imposed by this Article III shall continue in
\neffect for a period of three (3) year(s) from the date on which the last
\nConsulting Services are performed by Consultant for Alcoa, and shall survive the
\ntermination of this Agreement by either party.<\/p>\n ARTICLE IV – TERM<\/p>\n Section 4.1. The initial term of this Agreement shall be effective August 1,
\n2010 through July 31, 2012, and may be renewed upon such terms and conditions as
\nmay be agree upon by Consultant and Alcoa.<\/p>\n ARTICLE V – MISCELLANEOUS<\/p>\n Section 5.1. Consultant agrees to indemnify and to hold Alcoa harmless
\nagainst any and all liability, claims and demands by or on behalf of Consultant
\nor others (including but not limited to Alcoa employees and other third-parties)
\nincluding claims on account of injury or loss to property or life caused solely
\nby the gross negligence or willful acts or omission solely of<\/p>\n<\/p>\n 4<\/p>\n<\/p>\n
\nConsultant, arising out of or in any manner connected with the performance of
\nthe Consulting Services. In the event that it is determined that Consultant
\nacted in good faith and in a manner believed to be in, or not opposed to the
\nbest interest of Alcoa, Consultant shall not be required to indemnify or hold
\nAlcoa harmless against any and all liability, claims and demands. If necessary,
\nthe final determination of whether or not Consultant acted in good faith will be
\ndetermined by independent legal counsel, or other disinterested person agreed
\nupon by Alcoa and Consultant. Nothing contained in the Section 6.1 shall
\nobligate Consultant to save and hold Alcoa harmless from and against any
\nliability, claims or demands which may arise from the sole negligence of Alcoa.\n<\/p>\n Alcoa agrees to indemnify and hold Consultant harmless against any and all
\nliability claims and demands by or on behalf of Alcoa or others (including, but
\nnot limited to Alcoa employees and other third-parties) including claims on
\naccount of injury or loss to property or life, resulting from acts or omissions
\nsolely of Alcoa or others, arising out of or in any manner connected with the
\nperformance of the Consulting Services.<\/p>\n Section 5.2. This Agreement shall inure to the benefit of and be binding upon
\nAlcoa, its successors and assigns. This agreement may not be assigned by
\nConsultant without the prior written approval of Alcoa.<\/p>\n Section 5.3. This Agreement sets forth the entire understanding between the
\nparties as to the subject matter of this Agreement supersedes all other prior
\nagreements, commitments, representations, writings and discussions between them,
\nwhether written or oral, with respect to the subject matter hereof. It is
\nexpressly understood that no representations, promises, warranties or agreements
\nhave been made by either party except as the same are set forth herein, that
\nthis Agreement does not supersede the terms of your employment as set forth in
\nthe October 30, 2008<\/p>\n<\/p>\n 5<\/p>\n<\/p>\n
\nletter from Klaus Kleinfeld and this Agreement will not affect your rights
\nunder any applicable Alcoa compensation or benefit plan. Except as otherwise
\nexpressly provided in this Agreement, this Agreement may not be amended except
\nin writing and signed by a Consultant and Alcoa.<\/p>\n Section 5.4. No party shall be deemed to have waived any right, power or
\nprivilege under this Agreement or any provision hereof unless such waiver shall
\nhave been duly executed in writing and acknowledged by the party to be charged
\nwith such waiver. The failure of any party to enforce at any time any of the
\nprovisions of this Agreement shall in no way be construed to be a waiver of such
\nprovisions, nor in any way to affect the validity of this Agreement, or the
\nright of any party to thereafter enforce each and every such provision. No
\nwaiver of any breach of this Agreement shall be held to be a waiver of any other
\nor subsequent breach of this Agreement.<\/p>\n Section 5.5. Notices<\/p>\n Notices to the parties shall be sent as follows<\/p>\n<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n To Alcoa:<\/p>\n<\/td>\n | <\/td>\n | \n John Thuestad<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Alcoa Inc.<\/p>\n 390 Park Avenue,<\/p>\n New York, NY. 10022-4608<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n To Consultant:<\/p>\n<\/td>\n | <\/td>\n | \n Bernt Reitan<\/p>\n 350 E 79 Street<\/p>\n NY, NY 10021-9209<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Section 5.6. This Agreement shall be governed by and interpreted in
\naccordance with the laws of the State of New York.<\/p>\n<\/p>\n 6<\/p>\n<\/p>\n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n WITNESS:<\/p>\n<\/td>\n | <\/td>\n | \n Alcoa Inc.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n \/s\/ Dale C. Perdue<\/p>\n<\/td>\n | <\/td>\n | \n By<\/p>\n<\/td>\n | <\/td>\n | \n \/s\/ John D. Bergen<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Date<\/p>\n<\/td>\n | <\/td>\n | \n 22 Feb 2010<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n WITNESS:<\/p>\n<\/td>\n | <\/td>\n | \n Bernt Reitan<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n \/s\/ Peter Nicklin<\/p>\n<\/td>\n | <\/td>\n | \n By<\/p>\n<\/td>\n | <\/td>\n | \n \/s\/ Bernt Reitan<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Date<\/p>\n<\/td>\n | <\/td>\n | \n 22 Feb 2010<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 7<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6617],"corporate_contracts_industries":[9453],"corporate_contracts_types":[9539,9541],"class_list":["post-38656","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-alcoa-inc","corporate_contracts_industries-manufacturing__fabrication","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\/38656","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=38656"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38656"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38656"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38656"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} | | | | | |