{"id":38679,"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-general-dynamics-corp-and-paul-g.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consulting-agreement-general-dynamics-corp-and-paul-g","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/consulting-agreement-general-dynamics-corp-and-paul-g.html","title":{"rendered":"Consulting Agreement &#8211; General Dynamics Corp. and Paul G. Kaminski"},"content":{"rendered":"<pre>\n                                GENERAL DYNAMICS\n\n                            3190 Fairview Park Drive\n                       Falls Church, Virginia 22042-4523\n\nNicholas D. Chabraja             August 18, 1997                  703-876-3251 \nChairman of the Board                                         Fax: 703-876-3043\nand Chief Executive Officer\n\n\n\nMr. Paul G. Kaminski\nTechnovation, Inc.\n6691 Rutledge Drive\nFairfax Station, VA 22039\n\nDear Paul:\n\nThis letter will confirm the consulting agreement between us as follows:\n\n1.     SERVICES TO BE RENDERED\n\nWe retain you to render, and you agree to render to us upon request, your\nservices as an independent contractor for General Dynamics Corporation and its\nsubsidiaries.  Such services shall be requested from time to time by the Chief\nExecutive Officer, or his designee.  The services shall include:\n\n         a.      Acquisitions and divestitures -- Assist as requested with\n                 assessment of opportunities for acquisitions and divestitures,\n                 and advise on the competitive impact of proposed transactions\n                 under the Department of Defense's (DOD's) merger policies;\n\n         b.      Restructuring and reengineering -- Assist as requested with\n                 the Company's restructuring and reengineering initiatives;\n\n         c.      International cooperation -- Assist as requested with\n                 international programs, and teaming, partnership and joint\n                 venture arrangements;\n\n         d.      Technology strategy -- Review internal research and\n                 development plans in the context of an integrated investment\n                 strategy.  Consider internal and external sources of\n                 technology;\n\n         e.      Congress -- Provide assistance as requested in communicating\n                 with the Congress on key issues of interest to the Company;\n                 and\n\n         f.      Other services -- Consult on other matters on which we \n                 mutually agree.\n\nMr. Paul G. Kaminski\nAugust 18, 1997\nPage 2\n\n\n2.     TERM OF AGREEMENT\n\nAgreement shall be for one year beginning September 1, 1997 and ending August\n31, 1998, and may be extended from year to year upon the agreement of the\nparties.  Your obligations pursuant to paragraph 6 shall survive any\ntermination of this agreement.\n\n3.     FEES\n\nWe shall pay you a fee of Two Hundred Thousand Dollars ($200,000) for the\none-year term of this agreement (the 'Annual Fee'), for which you will render\nup to forty (40) days of service.  The Annual Fee shall be paid in four\nquarterly installments of Fifty Thousand Dollars ($50,000) each, with the first\ninstallment due upon execution of the agreement and subsequent installments due\nupon commencement of the consulting quarter.\n\nIn the event that you provide more than forty (40) days of service during the\nterm of this agreement, we will pay you Five Thousand Dollars ($5,000) per day\n(the 'Daily Fee') for each additional day of service rendered.  In addition, we\nshall accelerate payment of any unpaid amount of your Annual Fee.\n\nWe shall also reimburse you for all reasonable travel expenses actually and\nnecessarily incurred by you on our behalf in the rendering of services\nhereunder.  Expense receipts and other documentation in support of expenses\nwill be retained by you and be available for our review at our office upon\nrequest.  Air travel will be in business class, or first class if no business\nclass is available.\n\nYou shall submit to us at the end of each quarter an invoice showing the\nquarterly installment, the daily fee, if any, the number of days of service,\nand a breakdown of travel and other expenses.\n\n4.    ACTIVITY REPORTS\n\nYou shall submit periodic activity reports in the manner, at the times, and to\nthe extent required by the Chief Executive Officer.  You shall from time to\ntime at our request and, in any event, upon termination of this agreement,\ndeliver to us all working papers, plant or engineering data, and other\ndocuments and materials that have been prepared or developed by you or made\navailable to you in connection with your performance of services under this\nagreement.\n\nMr. Paul G. Kaminski\nAugust 18, 1997\nPage 3\n\n\n5.     SERVICES FOR OTHERS\n\nDuring the term of this agreement or any extension thereof, you may render\nservices to others as an employee or a consultant, provided that without the\nexpress written permission of General Dynamics, you may not serve any major\ncompetitors, or engage in any business on your own behalf which sponsors,\nproduces or sells goods or services which compete or conflict with ours.  You\nagree to provide General Dynamics with a list of your current clients and to\nnotify General Dynamics whenever you add new clients.\n\n6.     CONFIDENTIAL NATURE OF WORK\n\nYou will not, during or after the term of this agreement, divulge to anyone, or\nexcept in the performance of this agreement, make use of information or\nknowledge which you shall have obtained during the term of this agreement and\nwhich shall not be generally known or recognized.\n\n7.     INVENTIONS AND INTELLECTUAL PROPERTY RIGHTS\n\nThe provisions governing inventions and intellectual property rights shall be\nas follows:\n\n       (a)       All inventions, discoveries, improvements, devices, designs,\n                 apparatus, practices, processes, methods, or products\n                 (hereinafter individually or collectively called\n                 'inventions'), whether patentable or not, trade secrets,\n                 technical and other data, and all copyrightable material made,\n                 developed, perfected, devices, conceived or first reduced to\n                 practice by you, either solely or jointly with others, or your\n                 employees (if any) during the term of this agreement and in\n                 the course of your work for us shall be our sole and exclusive\n                 property, except as may otherwise be required as provided in\n                 subparagraph (b) below.\n\n       (b)       You understand that we have entered into, or from time to time\n                 in the future may enter into, agreements with agencies of the\n                 United States Government (including, but not limited to the\n                 Department of Defense) and that we may be subject to laws and\n                 regulations which impose obligations, restrictions and\n                 limitations on us with respect to inventions and patents which\n                 may be acquired by us or which may be conceived or developed\n                 by consultants, employees and others rendering services to us.\n                 You agree to be bound by all such obligations, restrictions\n                 and limitations on us with respect to\n\nMr. Paul G. Kaminski\nAugust 18, 1997\nPage 4\n\n                 inventions and patents which may be acquired by us or which\n                 may be conceived or developed by consultants, employees and\n                 others rendering services to us.  You agree to be bound by\n                 all such obligations, restrictions and limitations applicable\n                 to inventions conceived or developed by you in the course of,\n                 or in any way connected with your work under this agreement,\n                 and to take any and all further action which may be required\n                 to discharge such obligations and to comply with such\n                 restrictions and limitations.\n\n8.     NATURE OF RELATIONSHIP\n\nIt is understood that in performing any services pursuant to this agreement,\nyou are acting as an independent contractor and not as an employee, agent or\nrepresentative of ours.  You shall not act as our agent or enter into any\nagreements or incur any obligations on our behalf, or commit us in any other\nmanner, without our prior written consent.  You will be responsible for\nreporting and paying any federal and state taxes owing on the consulting income\nreceived.\n\nYou have been provided with a copy of the General Dynamics Standards of\nBusiness Ethics and Conduct.  You have also been provided with copies of the\nGeneral Dynamics policies and procedures relating to accounting and expense\nreporting and travel.  You agree to conduct your performance under this\nconsultant agreement in accordance with these Standards and policies.\n\nYou understand that there are restrictions established by federal law on\ncertain Retired Military Officers and former U.S. Government employees.  While\nthere are many restrictions, they can be briefly summarized into two\ncategories.  First, on particular matters in which the Company was a party, you\nmay not make any communications with, or appearances before, the government on\nbehalf of the Company at any time.  Second, you may not lobby the DOD for five\nyears after leaving DOD.  'Lobby' in this context means to communicate with, or\nappear before, the DOD with intent to influence official action.  You further\nunderstand that General Dynamics requires that you comply with these\nrestrictions, and expects you to decline any assignment which may cause you to\nviolate the restrictions or policy.\n\n9.    SECURITY\n\nYou shall abide by all applicable security laws and regulations of the United\nStates of America and our organization and shall take or refrain from taking\nany action which may be required for compliance therewith.\n\nMr. Paul G. Kaminski\nAugust 18, 1997\nPage 5\n\n\nIt is understood that a security clearance up to the level of Top Secret shall\nbe required to perform services requested under this agreement.  You will be\ncontacted by our Security Department concerning the execution of a 'Consultant\nSecurity Certification' and further guided in submitting appropriate government\nclearance forms to the Defense Investigative Service Clearance Office.\n\n10.   ENTIRE AGREEMENT\n\nThis instrument contains the entire agreement between the parties with respect\nto the consulting services to be rendered by you to us, and supersedes all\nprior agreements, arrangements, and\/or understandings between the parties\nregarding the subject matter hereof.\n\nIf the foregoing clearly sets forth our understanding, will you please sign and\nreturn to us the enclosed duplicate copy of this letter, which shall thereupon\nconstitute an agreement between us.\n\n\n                                   Very truly yours,\n\n                                   GENERAL DYNAMICS CORPORATION\n\n                                   \/s\/ NICHOLAS D. CHABRAJA\n                                   Nicholas D. Chabraja\n                                   Chairman and Chief Executive Officer\n\n\n\nCONSULTANT APPROVAL:\n\n\nConfirmed and accepted as of _____________________________, 1997 by:\n\n\/s\/ PAUL G. KAMINSKI\n------------------------------------      ---------------------------------\nPaul G. Kaminski                          Social Security Number or\n                                          Employer Identification Number\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7614],"corporate_contracts_industries":[9475],"corporate_contracts_types":[9539,9541],"class_list":["post-38679","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-general-dynamics-corp","corporate_contracts_industries-aerospace__ships","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\/38679","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=38679"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38679"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38679"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38679"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}