{"id":38682,"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-maytag-corp-and-carole-uhrich.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consulting-agreement-maytag-corp-and-carole-uhrich","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/consulting-agreement-maytag-corp-and-carole-uhrich.html","title":{"rendered":"Consulting Agreement &#8211; Maytag Corp. and Carole Uhrich"},"content":{"rendered":"<pre>                             CONSULTING AGREEMENT\n                             --------------------\n\n          This Consulting Agreement (this \"Agreement\") is entered into as of May\n12, 2001 between Maytag Corporation, a Delaware corporation (the \"Company\"), and\nCarole Uhrich (the \"Consultant\").\n\n          WHEREAS, the Company desires to obtain the benefit of the Consultant's\nknowledge and experience by retaining the Consultant, and the Consultant desires\nto accept such position, upon the terms and subject to the conditions set forth\nherein.\n\n          NOW, THEREFORE, in consideration of the mutual promises and agreements\ncontained herein, the adequacy and sufficiency of which are hereby acknowledged,\nthe Company and the Consultant hereby agree as follows:\n\n          1.   Term of Agreement. The Company hereby agrees to retain the\n               -----------------\nConsultant as a consultant, and the Consultant hereby agrees to be retained by\nthe Company, upon the terms and subject to the conditions hereof for the period\ncommencing on May 12, 2001, (the \"Effective Date\") and ending May 11, 2003,\nunless earlier terminated pursuant to Section 5 hereof.\n\n          2.   Consulting Services. During the Consulting Period, the Consultant\n               -------------------\nshall make herself available to perform consulting services with respect to the\nbusinesses conducted by the Company. Such consulting services shall be related\nto such matters as the Chief Executive Officer of the Company may designate from\ntime to time. The Consultant shall comply with reasonable requests for the\nConsultant's consulting services and shall devote reasonable time and her\nreasonable best efforts, skill and attention to the performance of such\nconsulting services, including travel reasonably required in the performance of\nsuch consulting services; provided, however, that the Consultant shall not be\nrequired to devote more than twenty hours during any calendar quarter during the\nConsulting Period to the performance of such consulting services.\n\n          3.  Independent Contractor Status. The Consultant shall perform the\n              -----------------------------\nconsulting services described in Section 2 hereof as an independent contractor\nwithout the power to bind or represent the Company for any purpose whatsoever.\nThe Consultant shall not, by virtue of being a consultant hereunder, be eligible\nto receive any employee benefits for which officers or other employees of the\nCompany are eligible at any time. The Consultant hereby acknowledges her\nseparate responsibility for all federal and state withholding taxes, Federal\nInsurance Contribution Act taxes and workers' compensation and unemployment\n\n \ncompensation taxes, if applicable, and agrees to indemnify and hold the Company\nharmless from any claim or liability therefore.\n\n          4.  Compensation. As compensation for the consulting services to be\n              ------------\nperformed by the Consultant hereunder, the Company shall pay the Consultant a\nconsulting fee at the rate of $35,000 per annum, payable in equal semi-annual\ninstallments. The Company shall reimburse the Consultant, in accordance with the\nCompany's policies and procedures, for all proper expenses incurred by the\nConsultant in providing consulting services hereunder.\n\n          5.  Termination.\n              ----------- \n     (a)  This Agreement may be terminated at any time by the Consultant on 30\n     days prior written notice to the Company. In the event of such termination\n     by the Consultant, the Company shall pay to the Consultant any accrued and\n     unpaid consulting fees payable to the Consultant pursuant to Section 4\n     hereof and shall reimburse the Consultant for expenses incurred by the\n     Consultant pursuant to Section 4 hereof prior to the date of such\n     termination.\n\n     (b)  This Agreement may be terminated at any time by the Company upon\n     written notice to the Consultant in the event that the Consultant shall\n     breach any covenant contained in Section 2, 6, 7 or 8 hereof.\n\n          6.  Noncompetition; Nonsolicitation.\n              ------------------------------- \n     (a)  The Consultant acknowledges that during the Consulting Period she will\n     become familiar with trade secrets and other confidential information\n     concerning the Company and its subsidiaries and that her services will be\n     of special, unique and extraordinary value to the Company and its\n     subsidiaries.\n\n     (b)  The Consultant agrees that during the Consulting Period she shall not\n     in any manner, directly or indirectly, through any person, firm or\n     corporation, alone or as a member of a partnership or as an officer,\n     director, stockholder, investor or employee of or consultant to any other\n     corporation or enterprise or otherwise, engage or be engaged, or assist any\n     other person, firm, corporation or enterprise in engaging or being engaged,\n     in any business, in which the Consultant was involved or had knowledge,\n     being conducted by, or contemplated by, the Company or any of its\n     subsidiaries during the Consulting Period in any geographic area in which\n     the Company or any of its subsidiaries is then conducting such business.\n\n     (c)  The Consultant further agrees that during the Consulting Period she\n     shall not (i) in any manner, directly or indirectly, induce or attempt to\n     induce any employee of the Company or any of its subsidiaries to terminate\n     or abandon her or her employment for any purpose whatsoever or (ii) in\n     connection with any business to which Section 6(b) applies, call \n\n \n     on, service, solicit or otherwise do business with any customer of the\n     Company or any of its subsidiaries.\n\n     (d)  Nothing in Section 6 shall prohibit the Consultant from being (i) a\n     stockholder in a mutual fund or a diversified investment company or (ii) a\n     passive owner of not more than two percent of the outstanding stock of any\n     class of a corporation, any securities of which are publicly traded, so\n     long as the Consultant has no active participation in the business of such\n     corporation.\n\n     (e)  If, at any time of enforcement of this Section 6, a court or an\n     arbitrator holds that the restrictions stated herein are unreasonable under\n     circumstances then existing, the parties hereto agree that the maximum\n     period, scope or geographical area reasonable under such circumstances\n     shall be substituted for the stated period, scope or area and that the\n     court or arbitrator shall be allowed to revise the restrictions contained\n     herein to cover the maximum period, scope and area permitted by law. This\n     Agreement shall not authorize a court or arbitrator to increase or broaden\n     any of the restrictions in this Section.\n\n          7.  Confidentiality. The Consultant shall not, at any time during the\n              ---------------                                                   \nConsulting Period, make use of or disclose, directly or indirectly, any (i)\ntrade secret or other confidential or secret information of the Company or of\nany of its subsidiaries or (ii) other technical, business, proprietary or\nfinancial information of the Company or of any of its subsidiaries not available\nto the public generally or to the competitors of the Company or to the\ncompetitors of any of its subsidiaries (\"Confidential Information\"), except to\nthe extent that such Confidential Information (a) becomes a matter of public\nrecord or is published in a newspaper, magazine or other periodical available to\nthe general public, other than as a result of any act or omission of the\nConsultant, (b) is required to be disclosed by any law, regulation or order of\nany court or regulatory commission, department or agency, provided that the\nConsultant gives prompt notice of such requirement to the Company to enable the\nCompany to seek an appropriate protective order, or (c) is necessary to perform\nproperly the Consultant's duties under this Agreement. Promptly following the\ntermination of the Consulting Period, the Consultant shall surrender to the\nCompany all records, memoranda, notes, plans, reports, computer tapes and\nsoftware and other documents and data which constitute Confidential Information\nwhich she may then possess or have under her control (together with all copies\nthereof).\n\n          8.  Inventions. The Consultant hereby assigns to the Company her\n              ----------\nentire right, title and interest in and to all discoveries and improvements,\npatentable or otherwise, trade secrets and ideas, writings and copyrightable\nmaterial, which may be conceived by the Consultant or developed or acquired by\nher during the Consulting Period, which may pertain directly or indirectly to\nthe business of the Company or any of its subsidiaries. The Consultant agrees to\ndisclose fully all such developments to the Company upon its \n\n \nrequest, which disclosure shall be made in writing promptly following any such\nrequest. The Consultant shall, upon the Company's request, execute, acknowledge\nand deliver to the Company all instruments and do all other acts which are\nnecessary or desirable to enable the Company or any of its subsidiaries to file\nand prosecute applications for, and to acquire, maintain and enforce, all\npatents, trademarks and copyrights in all countries.\n\n          9.  Enforcement. The parties hereto agree that the Company and its\n              -----------\nsubsidiaries would be damaged irreparably in the event that any provision of\nSection 6, 7 or 8 of this Agreement were not performed in accordance with its\nterms or were otherwise breached and that money damages would be an inadequate\nremedy for any such nonperformance or breach. Accordingly, the Company and its\nsuccessors and permitted assigns shall be entitled, in addition to other rights\nand remedies existing in their favor, to an injunction or injunctions to prevent\nany breach or threatened breach of any of such provisions and to enforce such\nprovisions specifically (without posting a bond or other security). The\nConsultant agrees that she will submit herself to the personal jurisdiction of\nthe courts of the State of Iowa in any action by the Company to enforce an\narbitration award against her or to obtain interim injunctive or other relief\npending an arbitration decision.\n\n          10. Representations. The Consultant represents and warrants to the\n              ---------------\nCompany that (i) the execution, delivery and performance of this Agreement by\nthe Consultant does not and will not conflict with, breach, violate or cause a\ndefault under any contract, agreement, instrument, order, judgment or decree to\nwhich the Consultant is a party or by which she is bound, (ii) the Consultant is\nnot a party to or bound by any employment agreement, noncompetition agreement or\nconfidentiality agreement with any other person or entity and (iii) upon the\nexecution and delivery of this Agreement by the Company, this Agreement shall be\nthe valid and binding obligation of the Consultant, enforceable in accordance\nwith its terms.\n\n          11. Survival. Sections 7, 8 and 9 of this Agreement shall survive and\n              --------\ncontinue in full force and effect in accordance with their respective terms,\nnotwithstanding any termination of the Consulting Period.\n\n          12. Arbitration. Any dispute or controversy between the Company and\n              -----------\nthe Consultant, whether arising out of or relating to this Agreement, the breach\nof this Agreement, or otherwise, shall be settled by arbitration in Iowa\nadministered by the American Arbitration Association, with any such dispute or\ncontroversy arising under this Agreement being so administered in accordance\nwith its Commercial Rules then in effect, and judgment on the award rendered by\nthe arbitrator may be entered in any court having jurisdiction thereof. The\narbitrator shall have the authority to award any remedy or relief that a court\nof competent jurisdiction could order or grant, including, without limitation,\nthe issuance of an injunction. However, either party may, without inconsistency\nwith this arbitration provision, apply to any court having jurisdiction over\nsuch dispute \n\n \nor controversy and seek interim provisional, injunctive or other equitable\nrelief until the arbitration award is rendered or the controversy is otherwise\nresolved. Except as necessary in court proceedings to enforce this arbitration\nprovision or an award rendered hereunder, or to obtain interim relief, neither a\nparty nor an arbitrator may disclose the existence, content or results of any\narbitration hereunder without the prior written consent of the Company and the\nConsultant. The Company and the Consultant acknowledge that this Agreement\nevidences a transaction involving interstate commerce. Notwithstanding any\nchoice of law provision included in this Agreement, the United States Federal\nArbitration Act shall govern the interpretation and enforcement of this\narbitration provision.\n\n          13. Notices. All notices and other communications required or\n              -------\npermitted hereunder shall be in writing and shall be deemed given when (i)\ndelivered personally or by overnight courier to the following address of the\nother party hereto (or such other address for such party as shall be specified\nby notice given pursuant to this Section) or (ii) sent by facsimile to the\nfollowing facsimile number of the other party hereto (or such other facsimile\nnumber for such party as shall be specified by notice given pursuant to this\nSection), with the confirmatory copy delivered by overnight courier to the\naddress of such party pursuant to this Section:\n\n          If to the Company, to:\n\n               Jon O. Nicholas, Sr. VP, Human Resources\n               Maytag Corporation\n               403 W. 4\/th\/ St. N.\n               Newton, Iowa 50208\n\n          If to the Consultant, to:\n\n               ____________________________\n               Carole Uhrich\n               Charlestown, MA  02129-4225\n\n          14. -Severability. Whenever possible, each provision of this Agreement\n              -------------\nshall be interpreted in such manner as to be effective and valid under\napplicable law, but if any provision of this Agreement is held to be invalid,\nillegal or unenforceable in any respect under applicable law or rule in any\njurisdiction, such invalidity, illegality or unenforceability shall not affect\nthe validity, legality or enforceability of any other provision of this\nAgreement or the validity, legality or enforceability of such provision in any\nother jurisdiction, but this Agreement shall be reformed, construed and enforced\nin such jurisdiction as if such invalid, illegal or unenforceable provision had\nnever been contained herein.\n\n          15. Entire Agreement. This Agreement constitutes the entire agreement\n              ----------------\nand understanding between the parties with respect to the subject matter hereof\nand supersedes and preempts any prior understandings, agreements \n\n \nor representations by or between the parties, written or oral, which may have\nrelated in any manner to the subject matter hereof.\n\n          16. Successors and Assigns. This Agreement shall be enforceable by the\n              ----------------------\nConsultant and her heirs, executors, administrators and legal representatives,\nand by the Company and its successors and assigns.\n\n          17. Governing Law. This Agreement shall be governed by and construed\n              -------------\nand enforced in accordance with the internal laws of the State of Iowa without\nregard to principles of conflict of laws.\n\n          18. Amendment and Waiver. The provisions of this Agreement may be\n              --------------------\namended or waived only by the written agreement of the Company and the\nConsultant, and no course of conduct or failure or delay in enforcing the\nprovisions of this Agreement shall affect the validity, binding effect or\nenforceability of this Agreement.\n\n          19. Counterparts. This Agreement may be executed in two counterparts,\n              ------------\neach of which shall be deemed to be an original and both of which together shall\nconstitute one and the same instrument.\n\n \n          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the date first written above.\n\n                              Maytag Corporation\n\n                              By:  \/s\/Jon O. Nicholas\n                              -----------------------\n                              Jon O. Nicholas\n                              Senior Vice President, Human Resources\n\n\n                              \/s\/ Carole. J. Uhrich\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8154],"corporate_contracts_industries":[9393],"corporate_contracts_types":[9539,9541],"class_list":["post-38682","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-maytag-corp","corporate_contracts_industries-consumer__appliances","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\/38682","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=38682"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38682"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38682"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38682"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}