{"id":38687,"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-navarre-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consulting-agreement-navarre-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/consulting-agreement-navarre-corp.html","title":{"rendered":"Consulting Agreement – Navarre Corp."},"content":{"rendered":"

CONSULTING AGREEMENT <\/strong><\/p>\n

This Agreement (this “Agreement<\/em><\/strong>“) is made and
\nentered into effective as of December 23, 2011 (the “Effective
\nDate<\/em><\/strong>“), by and between Navarre Corporation, a Minnesota
\ncorporation (the “Company<\/em><\/strong>“), and Golden Rule Advisors,
\nL.L.C., a Texas limited liability company (the
\n“Consultant<\/em><\/strong>“).<\/p>\n

WITNESSETH <\/strong><\/p>\n

WHEREAS<\/strong>, the Company desires to retain the Consultant to
\nrender strategic planning and other advisory services to the Company in
\nconnection with its strategic planning activities on the terms and conditions
\nset forth in this Agreement, and the Consultant desires to be retained by the
\nCompany on such terms and conditions;<\/p>\n

AND WHEREAS<\/strong>, the Consultant desires to provide services to
\nthe Company;<\/p>\n

NOW, THEREFORE<\/strong>, for and in consideration of the foregoing
\npremises and of the mutual covenants and undertakings contained herein, and for
\nsuch other good and valuable consideration the receipt and sufficiency of which
\nare hereby acknowledged, the parties to this Agreement hereby agree as follows:\n<\/p>\n

ARTICLE I <\/u><\/strong><\/p>\n

PERFORMANCE OF SERVICES <\/strong><\/p>\n

1.01 Engagement and Duties<\/u><\/strong>. The Company and the
\nConsultant hereby agree that during the Term (defined below), the Consultant
\nshall, on a non-exclusive basis, provide advisory services to the Company, as
\nthe Company may define such services from time to time.<\/p>\n

1.02 Manner of Performance<\/u><\/strong>. The Consultant shall at
\nall times perform all services and duties that may be required of and from the
\nConsultant pursuant to the terms hereof. The Consultant may use any ethical and
\nlawful means necessary and appropriate to perform its obligations under this
\nAgreement. The Consultant agrees to comply in full with all applicable laws,
\nrules and regulations. Consultant shall not be entitled to subcontract any of
\nhis obligations hereunder without the Company153s prior written approval.<\/p>\n

1.03 Term<\/u><\/strong>. The initial term of this Agreement is for
\na period of three (3) full months and any beginning partial month commencing on
\nthe Effective Date. The initial term and any renewal term, as provided for
\nbelow, are individually and collectively referred to as the “Term.” After the
\ninitial or then current Term, this Agreement shall be automatically renewed for
\nsuccessive one (1) month periods. Either party may terminate this Agreement at
\nany time for any or no reason by providing written notice of such termination to
\nthe other party.<\/p>\n

1.04 Consideration<\/u><\/strong>. Subject to the limitations set
\nforth in Section 1.06 herein, in consideration for performance of its services
\nhereunder, the Consultant shall be paid a fee of $200.00 per hour if the
\nConsultant works less than five (5) hours in any day, OR $1,000.00 per day if
\nthe Consultant works more than five (5) hours in any day. These fees will be
\npayable in arrears on a monthly basis, and the Company will mail a check to the
\nConsultant within five (5) business days of the Company153s receipt of an invoice
\nfrom the Consultant that includes a schedule of the time the Consultant worked
\nfor the Company during the prior month, subject to the Company153s review of the
\ninformation reflected in such invoice and its agreement therewith. The
\nConsultant may deliver its invoice to the Company via U.S. mail, email,
\nfacsimile or delivery. Such invoices shall contain, for each day on which the
\nConsultant worked for the Company, a description of the number of hours worked
\non such day and a summary of the work performed during such time.<\/p>\n

Page 1 of 6<\/p>\n

\n

1.05 Expenses<\/u><\/strong>. Subject to the limitations set forth
\nin Section 1.06 herein, the Company shall reimburse the Consultant for all
\nreasonable travel and lodging expenses and other related expenses incurred by
\nthe Consultant in furtherance of the provision of its services to the Company
\nhereunder within thirty (30) days following the delivery of an accounting of
\nsuch expenses by Consultant to the Company, provided<\/em> that any such
\nexpenses in excess of one-thousand dollars ($1,000) individually, or any amounts
\nin excess of five thousand dollars ($5,000) during any monthly period during the
\nTerm, must be approved in advance by the Company.<\/p>\n

1.06 Limitation on Consideration and Expense
\nReimbursement<\/u><\/strong>. Notwithstanding anything to the contrary contained
\nherein, the aggregate amount of any consideration payable pursuant to Section
\n1.04 of this Agreement and any expense reimbursement payable pursuant to Section
\n1.05 of this Agreement shall not exceed $120,000 during any twelve month period.\n<\/p>\n

1.07 Independent Contractor Status<\/u><\/strong>. The Company and
\nthe Consultant hereby agree that the Company is retaining the Consultant in the
\ncapacity of an independent contractor and not as an employee or agent of the
\nCompany or any of its affiliates. The Consultant stipulates and agrees that it
\nshall not be authorized at any time to execute any transaction on behalf of the
\nCompany. The Company and the Consultant further agree that nothing in this
\nAgreement shall create, or shall be construed as creating, any form of Company,
\njoint venture, employer-employee relationship, or other affiliation that would
\noperate to permit the Consultant to bind the Company or any of its affiliates
\nwith respect to any matter or would cause the Company or any of its affiliates
\nto be liable for any action of the Consultant, and each party hereto agrees that
\nit will not represent to any third party that the Consultant153s engagement by the
\nCompany hereunder is in any capacity other than as an independent contractor.
\nThe Consultant stipulates and agrees that it will not be eligible for any
\nemployment benefits from the Company during the Term of this Agreement. To the
\nextent the Consultant employs others in providing services under this Agreement,
\nthe Consultant agrees to comply with all applicable workers153 compensation laws,
\nto provide satisfactory evidence of such compliance to the Company on request,
\nand to indemnify and hold harmless the Company from any liability or obligation
\nin connection therewith. THE CONSULTANT SHALL NOT BE CONSIDERED UNDER
\nTHE PROVISIONS OF THIS AGREEMENT OR OTHERWISE AS HAVING THE STATUS OF AN
\nEMPLOYEE OF THE COMPANY OR ANY OF ITS AFFILIATES, OR AS BEING ENTITLED TO
\nPARTICIPATE IN ANY LIFE, ACCIDENT, OR HEALTH INSURANCE PLANS, PENSION, STOCK,
\nTHRIFT OR PROFIT SHARING PLANS, WORKER153S COMPENSATION BENEFITS, VACATION\/SICK
\nLEAVE BENEFITS, OR ANY SIMILAR BENEFITS WHICH MAY BE PROVIDED BY THE COMPANY FOR
\nITS EMPLOYEES AND CONSULTANT HEREBY EXPRESSLY WAIVES ANY SUCH ENTITLEMENT, IF
\nSUCH ENTITLEMENT EXISTS OR IS DEEMED TO EXIST.<\/strong><\/p>\n

1.08 Taxes and Withholding<\/u>. <\/strong>The Consultant hereby
\nacknowledges and agrees that, as an independent contractor, it is legally
\nrequired to determine and pay its own estimated federal income taxes, FICA
\n(including FICA-matching), and all applicable federal and state payroll, excise,
\nworkman153s compensation, and other withholdings. The Consultant shall indemnify
\nand hold the Company harmless from and against, and shall defend the Company
\nagainst, any and all losses, damages, claims, costs, penalties, liabilities and
\nexpenses arising out or incurred because of, incident to, or otherwise with
\nrespect to any such taxes.<\/p>\n

Page 2 of 6<\/p>\n

\n

1.09 Confidentiality<\/u>. <\/strong>For the purposes of this
\nAgreement, Confidential Information shall mean and collectively include: all
\nproprietary information relating to the business, plans and\/or technology of the
\nCompany including, but not limited to technical information including
\ninventions, methods, plans, processes, specifications, characteristics, assays,
\nraw data, records, databases, formulations, equipment design, know-how,
\nexperience, and trade secrets; developmental, marketing, sales, customer,
\nsupplier, consulting relationship information, operating, performance, and cost
\ninformation; computer programming techniques whether in tangible or intangible
\nform, and all record bearing media containing or disclosing the foregoing
\ninformation and techniques including, written business plans, patents and patent
\napplications, grant applications, notes, and memoranda, whether in writing or
\npresented, stored or maintained in or by electronic, magnetic, or other means.\n<\/p>\n

(a) Exclusions to Confidentiality<\/u>. Notwithstanding the foregoing, the
\nterm “Confidential Information” shall not include any information which: (a) can
\nbe demonstrated to have been in the public domain or was publicly known or
\navailable prior to the date of the disclosure to Consultant; (b) can be
\ndemonstrated to have been rightfully in the possession of Consultant prior to
\nthe disclosure of such information to Consultant by the Company; (c) becomes
\npart of the public domain or publicly known or available by publication or
\notherwise, not due to any unauthorized act or omission on the part of
\nConsultant; or (d) is supplied to Consultant by a third party without binder of
\nsecrecy, so long as that such third party has no obligation to the Company or
\nany of its affiliated companies to maintain such information in confidence.<\/p>\n

(b) Non-Disclosure to Third Parties<\/u>. Except as required by
\nConsultant153s duties, Consultant shall not, at any time now or in the future,
\ndirectly or indirectly, use, publish, disseminate or otherwise disclose any
\nConfidential Information to any third party without the prior written consent of
\nthe Company.<\/p>\n

(c) Documents, etc.<\/u> All documents, diskettes, tapes, procedural
\nmanuals, guides, specifications, plans, drawings, designs and similar materials,
\nlists of present, past or prospective customers, customer proposals, invitations
\nto submit proposals, price lists and data relating to the pricing of the
\nCompany153 products and services, records, notebooks and all other materials
\ncontaining Confidential Information (including all copies and reproductions
\nthereof), that come into Consultant153s possession or control by reason of
\nConsultant153s performance of the relationship, whether prepared by Consultant or
\nothers: (a) are the property of the Company, (b) will not be used by Consultant
\nin any way other than in connection with the performance of its duties, (c) will
\nnot be provided or shown to any third party by Consultant, and (d) at the
\ntermination (for whatever reason), of Consultant153s relationship with the
\nCompany, will be left with, or forthwith returned by Consultant to the Company
\nor destroyed by the Consultant.<\/p>\n

1.10 Ownership of Results<\/u><\/strong>.<\/p>\n

(a) Assignment of Inventions<\/u>. Consultant shall promptly make full
\nwritten disclosure to the Company, shall hold in trust for the sole right and
\nbenefit of the Company, and hereby assigns, transfers and conveys to the
\nCompany, or its designee, all of Consultant153s worldwide right, title and
\ninterest in and to any and all inventions, original works of authorship,
\nfindings, conclusions, data, discoveries, developments, concepts, improvements,
\ntrade secrets, techniques, processes and know-how, whether or not patentable or
\nregistrable under patent, copyright or similar laws, that Consultant may solely
\nor jointly conceive, develop or reduce to practice, or cause to be conceived,
\ndeveloped or reduced to practice, in the performance of the services or duties
\nhereunder or that result, to any extent, from use of the Company153s premises or
\nproperty (collectively, the “Inventions<\/em><\/strong>“), including
\nany and all moral rights and intellectual property rights inherent therein and
\nappurtenant thereto, including, but not limited to, all patent rights,
\ncopyrights, trademarks, know-how and trade secrets and the rights to apply for
\nthe same (collectively, “Intellectual Property
\nRights<\/em><\/strong>“). Consultant further acknowledges and agrees that all
\noriginal works of authorship that are made by Consultant (solely or jointly with
\nothers) in the performance of the services<\/p>\n

Page 3 of 6<\/p>\n

\n

or duties hereunder (a “Work<\/em><\/strong>“) and that are
\nprotectable by copyright are “works made for hire,” as that term is defined in
\nthe United States Copyright Act. However, to the extent that any Work may not,
\nby operation of any applicable law, be a work made for hire, Consultant hereby
\nassigns, transfers and conveys to the Company all of Consultant153s worldwide
\nright, title and interest in and to such Work, including all Intellectual
\nProperty Rights relating thereto.<\/p>\n

(b) Further Assurances<\/u>. Upon the request and at the expense of the
\nCompany, Consultant shall execute and deliver any and all instruments and
\ndocuments and take such other acts as may be necessary or desirable to document
\nthe assignment and transfer described in Section 1.09(a) or to enable the
\nCompany to secure its rights in the Inventions, Works and Intellectual Property
\nRights relating thereto in any and all jurisdictions, or to apply for, prosecute
\nand enforce Intellectual Property Rights in any and all jurisdictions with
\nrespect to any Inventions or Works, or to obtain any extension, validation,
\nre-issue, continuance or renewal of any such Intellectual Property Right.
\nWithout limiting the foregoing, Consultant shall disclose to the Company all
\npertinent information and data with respect thereto and shall execute all
\napplications, specifications, oaths and all other instruments which the Company
\ndeems necessary in order to apply for and obtain such rights and in order to
\nassign and convey to the Company the sole and exclusive right, title and
\ninterest in and to such Inventions, Works and any Intellectual Property Rights
\nrelating thereto. If the Company is unable for any other reason to secure
\nConsultant153s signature to apply for or to pursue any application for any United
\nStates or foreign patent, trademark, copyright or other registration covering
\nInventions or Works assigned to the Company hereunder, then Consultant hereby
\nirrevocably designates and appoints the Company and its duly authorized officers
\nand agents as Consultant153s agent and attorney in fact, to act for and in
\nConsultant153s behalf and stead to execute and file any such applications and to
\ndo all other lawfully permitted acts to further the prosecution and issuance of
\nletters patent or trademark, copyright or other registrations thereon with the
\nsame legal force and effect as if executed by Consultant.<\/p>\n

1.11 Other Activities of the Consultant<\/u>. <\/strong>The Company
\nacknowledges that the Consultant and its Member are not required to perform the
\nservices described herein as their sole and exclusive function. The Consultant
\nand its Member may engage in other business activities including other
\nconsulting engagements and\/or employment during the Term of this Agreement;
\nprovided, that Consultant shall not enter into any agreement that is in conflict
\nwith, or that would prohibit or impair the performance of, Consultant153s
\nobligations under this Agreement in accordance with its terms. The Consultant
\nrepresents and warrants that Consultant is not a party to any existing agreement
\nthat would prevent Consultant from entering into and performing its obligations
\nunder this Agreement in accordance with its terms.<\/p>\n

1.12 Limitation of Liability; Indemnification<\/u><\/strong>.
\nNeither the Consultant nor its Member shall be liable to the Company for any
\nloss incurred in the performance of its services hereunder unless caused by the
\nConsultant153s gross negligence or willful misconduct. The Company agrees, at its
\nsole defense, to indemnify and defend the Consultant and its Member from and
\nagainst any damages, claims or suits by third parties against the Consultant or
\nits Member arising from the performance of the Consultant153s services hereunder
\nunless caused by the Consultant153s or its Member153s gross negligence or willful
\nmisconduct.<\/p>\n

ARTICLE II <\/u><\/strong><\/p>\n

MISCELLANEOUS <\/strong><\/p>\n

2.01 Severability<\/u><\/strong>. If any provision of this Agreement
\nis held to be illegal, invalid, or unenforceable under any present or future
\nlaw, and if the rights or obligations of either of the parties hereto would not
\nbe materially and adversely affected thereby, (a) such provisions shall be fully\n<\/p>\n

Page 4 of 6<\/p>\n

\n

severable; (b) this Agreement shall be construed and enforced as if such
\nillegal, invalid, or unenforceable provisions had never comprised a part hereof;
\n(c) the remaining provisions of this Agreement shall remain in full force and
\neffect and shall not be affected by the illegal, invalid, or unenforceable
\nprovision or by its severance; (d) in lieu of such illegal, invalid, or
\nunenforceable provision, there shall be added automatically as a part of this
\nAgreement a legal, valid, and enforceable provision as similar in terms to such
\nillegal, invalid, or unenforceable provision as may be possible.<\/p>\n

2.02 Number and Gender of Words<\/u><\/strong>. Any references
\nherein to the masculine gender, or to the masculine form of any noun, adjective,
\nor possessive, shall be construed to include the feminine or neuter gender and
\nform, and vice versa. Additionally, whenever used herein, the singular number
\nshall include the plural, and the plural number shall include the singular.<\/p>\n

2.03 Headings<\/u><\/strong>. The headings contained in this
\nAgreement are for purposes of reference only and shall not limit or otherwise
\naffect the meaning of any of the provisions contained herein.<\/p>\n

2.04 Governing Law; Venue<\/u>. <\/strong>This Agreement and the
\nrights and obligations of the parties hereunder will be governed by the laws of
\nthe State of Minnesota, without regard to its choice of law provisions. The
\nparties agree that the state or federal courts located in Hennepin County,
\nMinnesota have sole and exclusive jurisdiction and venue over any action
\nrelating to this Agreement and the parties hereby consent to the jurisdiction of
\nsuch courts.<\/p>\n

2.05 Legal Remedies; Specific Performance<\/u><\/strong>. The
\nparties to this Agreement understand and agree that it may be impossible to
\nmeasure in money the damages that may accrue to a party to this Agreement or to
\nits heirs, personal representatives, or assigns by reason of a failure to
\nperform any of the obligations set forth in this Agreement, and that any such
\nmoney damages could be an insufficient remedy for such failure of performance.
\nTherefore, each party hereto hereby consents to be subject to the remedy of
\nspecific performance of any provision of this Agreement if such party shall have
\nbeen found to be in violation of such provision by any court of competent
\njurisdiction. If any party or its heirs, personal representatives, or assigns
\ninstitute any action or proceeding to specifically enforce the provisions of
\nthis Agreement, any person against whom such action or proceeding is brought
\nhereby waives the claim or defense in such action or proceeding that such party
\nhas an adequate remedy at law, and such person shall not urge in any such action
\nor proceeding a claim or defense that such remedy at law exists.<\/p>\n

2.06 Inurement; Assignment<\/u><\/strong>. All of the terms and
\nprovisions of this Agreement shall be binding upon and inure to the benefit and
\nbe enforceable by the respective heirs, representatives, successors (including
\nany successor as a result of a merger or similar reorganization) and assigns of
\nthe parties hereto. No party may assign its rights or delegate its obligations
\nunder this Agreement to any other person without the prior written consent of
\nthe other party hereto.<\/p>\n

2.07 Notices<\/u><\/strong>. Any notice or other communication
\nrequired or permitted to be given hereunder shall be in writing and shall be
\nsent by first class U.S. mail, email or facsimile transmission, or delivered by
\nhand by party to the other. In the case of notice given by U.S. mail, such
\nnotice be deemed to be given and received three business days after the time of
\ncertification thereof, in the case of notice so given by overnight delivery
\nservice, on the date of actual delivery, and, in the case of notice so given by
\nemail, facsimile transmission or personal delivery, on the date of actual
\ntransmission or, as the case may be, personal delivery.<\/p>\n

2.08 Waivers<\/u><\/strong>. No waiver of any provision or condition
\nof this Agreement shall be valid unless executed in writing and signed by the
\nparty to be bound thereby, and then only to the extent specified in such waiver.
\nNo waiver of any provision or condition of this Agreement shall be construed as
\na waiver of any other provision or condition of this Agreement, and no present
\nwaiver of any provision or condition of this Agreement shall be construed as a
\nfuture waiver of such provision or condition.<\/p>\n

Page 5 of 6<\/p>\n

\n

2.09 Amendment<\/u><\/strong>. This Agreement may be amended only by
\nthe unanimous written consent of the parties hereto.<\/p>\n

2.10 Entire Agreement<\/u><\/strong>. This Agreement contains the
\nentire understanding between the parties hereto concerning the subject matter
\ncontained herein. There are no representations, agreements, arrangements, or
\nunderstandings, oral or written, between or among the parties hereto relating to
\nthe subject matter of this Agreement that are not fully expressed herein.<\/p>\n

2.11 Construction of Agreement<\/u><\/strong>. Each party and its
\ncounsel have participated fully in the review and revision of this Agreement.
\nAny rule of construction to the effect that ambiguities are to be resolved
\nagainst the drafting party shall not apply in the interpretation of this
\nAgreement.<\/p>\n

2.12 Execution<\/u><\/strong>. Each party to this Agreement hereby
\nrepresents and warrants to the other parties hereto that such party has full
\npower and capacity to execute, deliver, and perform this Agreement, which has
\nbeen duly executed and delivered by, and which evidences the valid and binding
\nobligation of, such party enforceable in accordance with its terms subject to
\napplicable liquidation, conservatorship, bankruptcy, insolvency, reorganization,
\nor similar laws affecting the enforcement of creditor153s right153s from time to
\ntime in effect and to general principles of equity.<\/p>\n

2.13 Multiple Counterparts<\/u><\/strong>. This Agreement may be
\nexecuted in multiple counterparts, including by facsimile signature, each of
\nwhich shall be deemed to be an original, but all of which together shall
\nconstitute one and the same instrument.<\/p>\n

IN WITNESS WHEREOF<\/strong>, the parties to this Agreement have set
\ntheir respective hands as of the Effective Date.<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

THE COMPANY:<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

NAVARRE CORPORATION<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Ryan Urness<\/p>\n

General Counsel and Secretary<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

THE CONSULTANT:<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

GOLDEN RULE ADVISORS, L.L.C.<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Brad Shisler<\/p>\n

Member<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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