{"id":38662,"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-bfgoodrich-co-and-robert-h-rau.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consulting-agreement-bfgoodrich-co-and-robert-h-rau","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/consulting-agreement-bfgoodrich-co-and-robert-h-rau.html","title":{"rendered":"Consulting Agreement &#8211; BFGoodrich Co. and Robert H. Rau"},"content":{"rendered":"<pre>\n                              CONSULTING AGREEMENT\n\n         This Consulting Agreement is entered into between The B.F.Goodrich\nCompany ('BFGoodrich') and Robert H. Rau ('Rau'), as follows:\n\n1. Services. In consideration of the Compensation, Rau will provide consulting\nservices as required by the BFGoodrich Chief Executive Officer, the President of\nthe BFGoodrich Aerospace Segment , or their designees ('the Services'). While it\nis not contemplated by the parties that Rau will provide the Services on a\nfull-time basis, Rau shall be reasonably available to BFGoodrich. Rau shall also\nbe reasonably available to travel on business for BFGoodrich. In rendering the\nServices, Rau shall comply with all BFGoodrich policies and procedures.\n\n2. Term. This Agreement shall become effective on January 1, 1999 (regardless of\nthe date on which it is signed) and shall continue through December 31, 2001.\nThis Agreement shall not be renewed by its own terms, and any further rendition\nof services by Rau beyond December 31, 2001 shall require the execution of a new\nconsulting agreement.\n\n3. Compensation. Rau shall receive Twenty-Eight Thousand Dollars ($28,000.00)\n(the 'Compensation') per month during the term of this Agreement. The\nCompensation shall be paid monthly. Rau shall be solely responsible for the\npayment of all taxes and like obligations with respect to the Compensation. At\nthe end of each year of this Agreement, BFGoodrich shall issue a Form 1099 to\nRau with respect to the Compensation. BFGoodrich shall reimburse Rau for\nfirst-class air travel and other expenses incurred in connection with his\nrendering of the Services in accordance with its normal policies applicable\nthereto.\n\n4. Independent Contractor. Rau shall render the Services hereunder as an\nindependent contractor and not as an employee, agent, partner, or joint venturer\nof BFGoodrich or any of its subsidiaries, divisions, affiliates or related\nentities. Rau is not authorized to, nor shall he make any attempt to, make any\ncommitments, agreements or binding obligations for or on behalf of BFGoodrich\nunless previously authorized by the Chief Executive Officer, the President of\nthe BFGoodrich Aerospace Segment or their designees. As an independent\ncontractor, Rau shall not be eligible by reason of this Consulting Agreement to\nparticipate in any benefit, insurance, compensation, bonus or retirement program\noffered at any time by BFGoodrich. This Agreement shall not, however, affect any\nrights Rau has by virtue of his prior status as an employee of BFGoodrich or\nRohr, Inc. or other agreements entered into by Rau and BFGoodrich and\/or Rohr,\nInc. prior to the effective date of this Agreement.\n\n5. Confidential Information. It is anticipated that Rau will be privy to certain\ndata or information which is confidential or proprietary to BFGoodrich and\/or\nits subsidiaries, \n\n\n\n\n\n\n                                  Page 1 of 3\n\n\n\ndivisions, affiliates or related entities ('Confidential Information'). By\nentering into this Agreement, Rau agrees that all Confidential Information\nfurnished or disclosed to him (as well as work product developed by Rau during\nthe term of this Agreement) shall be maintained in confidence by Rau and shall\nnot be disclosed to any person or entity or used by Rau in any way, except as\nspecifically authorized in advance by BFGoodrich. Rau's obligation in this\nrespect shall continue indefinitely and shall survive the termination of this\nAgreement. The parties agree that unauthorized disclosure and\/or use of such\ninformation would be harmful to BFGoodrich and that BFGoodrich may enforce the\nprovisions hereof through an injunction without proof of damage. Rau further\nagrees that at the termination of this Agreement, he will immediately return all\ndata, documents or other information he received from or used during the term of\nthis Agreement to BFGoodrich. This paragraph is not intended to supersede any\nagreements entered into by Rau during his employment by Rohr, Inc. or BFGoodrich\nand any such agreements shall remain in full force and effect according to their\nterms.\n\n6. Work Product. All Work Product (as defined herein) created by Rau under this\nAgreement is 'work for hire' and is the exclusive property of BFGoodrich, and\nmay not be shared with or disclosed to any other party without BFGoodrich's\nconsent. Rau hereby assigns to BFGoodrich all right, title and interest in and\nto the Work Product. 'Work Product' means everything that is produced, conceived\nor developed by Rau in the course of performing Services for BFGoodrich under\nthis Agreement, including, without limitation, any and all reports, analyses,\nstudies, documentation, notes, drawings, computer programs (source code, object\ncode and listings), customer lists, inventions, creations and deliverables.\nDuring and after the term of this Agreement, Rau will assist BFGoodrich in every\nreasonable way, at BFGoodrich's expense, to secure, maintain and defend for\nBFGoodrich's benefit all copyrights, patent rights, mask work rights, trade\nsecret rights and other proprietary rights in and to the Work Product. To the\nextent that Rau has property rights that are incorporated in or necessary to the\nuse of the Work Product, Rau grants BFGoodrich and its subsidiaries, divisions,\naffiliates, and related entities a royalty-free, irrevocable, worldwide,\nnon-exclusive license to use, disclose, reproduce, modify, license and\ndistribute such Work Product. Upon termination of this Agreement, or upon any\nearlier request of BFGoodrich, the Work Product and all copies thereof shall be\nprovided to BFGoodrich.\n\n7. Compliance With Laws\/Conflict of Interest. Rau warrants that he will comply\nwith all applicable state, federal and local laws in rendering services to\nBFGoodrich. Rau shall at all times conduct himself in good faith and in\naccordance with the highest ethical standards. Rau will not, during the term of\nthis Agreement, accept employment with, render services to, or act as a member\nof the board of directors of other entities without the prior written consent of\nthe BFGoodrich Chief Executive Officer. Rau shall provide such information as\nmay be reasonably requested by the Chief Executive Officer in deciding whether\nconsent is appropriate. Such consent shall not be unreasonably withheld.\n\n8. Death or Disability. If Rau dies or becomes disabled during the term of this\nAgreement such that he cannot perform the Services, he or his beneficiary shall\n\n\n\n\n\n\n\n                                  Page 2 of 3\n\n\nnonetheless continue to receive the Compensation.\n\n9. Termination. This Agreement shall terminate as specified in Paragraph 2\nabove. BFGoodrich may also terminate this Agreement on thirty days' notice\nwithout liability for any remaining Compensation if Rau violates any law or\nBFGoodrich policy, is disloyal or dishonest or acts in bad faith toward\nBFGoodrich, has been grossly derelict in the performance of his job duties or\nresponsibilities, or has violated his undertakings in Paragraph 5, 6 or 7\nhereof.\n\n10. Modification. Any modification of this Agreement shall be made only by a\nspecific written amendment to this Agreement signed by Rau and the Chief\nExecutive Officer of BFGoodrich.\n\n11. Severability. If any provision of this Agreement or the application thereof\nis held invalid, such invalidity shall not affect any other provisions or\napplications of this Agreement which can be given effect without the invalid\nprovisions or application, and to this end, the provisions of this Agreement are\ndeclared to be severable.\n\n12. Complete Agreement. This Agreement constitutes the full and complete\nagreement between the parties with respect to the subject matter hereof. The\nparties represent that they have read this entire Agreement and that its terms\nand conditions are fully understood by them.\n\n13. Governing Law. The parties expressly agree that this Agreement shall be\nconstrued and governed by the law of the state of Ohio.\n\nIN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of\nthe dates set forth below.\n\n                                           THE B.F.GOODRICH COMPANY\n\n                                           BY: _________________________________\n                                               Gary L. Habegger\n\n                                           DATE:  ______________________________\n\n\n\n\n                                           _____________________________________\n                                           ROBERT H. RAU\n\n                                           ADDRESS:\n\n                                           _____________________________________\n\n                                           _____________________________________\n\n                                           Date:  ______________________________\n\n\n\n\n                                  Page 3 of 3\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7661],"corporate_contracts_industries":[9476],"corporate_contracts_types":[9539,9541],"class_list":["post-38662","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-goodrich-corp","corporate_contracts_industries-aerospace__space","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\/38662","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=38662"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38662"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38662"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38662"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}