{"id":38691,"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-ralph-lauren-home-collection-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consulting-agreement-ralph-lauren-home-collection-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/consulting-agreement-ralph-lauren-home-collection-inc-and.html","title":{"rendered":"Consulting Agreement &#8211; Ralph Lauren Home Collection Inc. and Arnold Aronson"},"content":{"rendered":"<pre>                              CONSULTING AGREEMENT\n\nThis agreement, is entered into as of April   , 2002, by and between Ralph\nLauren Home Collection, Inc. (\"RLHC\") and Arnold Aronson (\"Consultant\") with\nrespect to RLHC's engagement of Consultant to provide Services for the Ralph\nLauren Home Collection division of RLHC (the \"Home Collection\" as defined herein\nbelow.\n\nIn full and complete consideration of the mutual promises set forth herein\nbelow, the parties agree as follows:\n\n1.       SERVICES. RLHC shall engage Consultant on a non-exclusive basis to\nprovide, and Consultant has agreed to provide to the best of his ability, the\nfollowing services:\n\n         Consult with the Home Collection regarding all aspects of developing\n         its domestic and international growth strategy, which shall include\n         both wholesale and retail opportunities in the United States and all\n         other global markets, as well as those services that may be reasonable\n         requested of Consultant by the President of the Home Collection from\n         time to time (the \"Services\").\n\nIn providing Services hereunder, Consultant shall devote a minimum of two (2)\ndays per week during the Term as defined below or not less than a total of one\nhundred (100) days per calendar year during the Term as defined below. The\nServices shall be provided by Consultant during normal business hours at a\nlocation mutually agreed upon by consultant and RLHC.\n\n2.       TERM. The term of this Agreement shall be for a period of two (2) years\n(the \"Term\") commending on or about March 25, 2002 and shall expire on or about\nMarch 4, 2004, unless RLHC and Consultant shall otherwise agree in writing to \nextend the Term beyond such expiration date.\n\n3.       COMPENSATION. As compensation for providing Services hereunder,\nConsultant shall receive a fee in the amount of $250,000.00 per each calendar\nyear during the Term, payable in equal monthly\n\n\n\n                                                                               1\n\n\n\ninstallments within fifteen (15) business days of RLHC's receipt of Consultant's\ninvoice for same.\n\n4.       EXPENSES. In the event that Consultant is required, in connection with\nthe performance of Services hereunder, to incur business expenses, e.g. travel\nand lodging, RLHC shall reimburse Consultant for all reasonable and necessary\nexpenses that have been approved in advance by RLHC in writing. In connection\nwith such expenses, Consultant shall submit to RLHC documentation substantiating\nsame, e.g., receipts, and shall be reimbursed within fifteen (15) business days\nof RLHC's receipt of an invoice together with such substantiating documentation.\n\n5.       WORK PRODUCT. (a) Consultant hereby agrees that all materials, ideas,\nwritings and other property, whether or not copyrightable, created or adapted by\nhim, whether alone or in conjunction with any other person, firm or corporation\n(hereinafter referred to as \"Person\") arising out of or created in connection\nwith Services provided for RLHC hereunder (the \"Work Product\") shall be \"work\nmade for hire\" for RLHC within the meaning of the United States Copyright Act of\n1976 and for all other purposes and as such, the sole and exclusive property of\nRLHC.\n\n(b) Consultant hereby assign exclusively to RLHC in perpetuity, all right, title\nand interest of any kind whatsoever, in and to the Work Product, including any\nand all copyrights thereto (and the exclusive right to register copyrights), and\nrepresent and warrant that you have not previously assigned such rights or any\nportion thereof to any other Person. Accordingly, all rights in and to the Work\nProduct, including any materials derived therefrom or based thereon and\nregardless of whether any such Work Product is actually used by RLHC, shall from\nits creation be owned exclusively by RLHC and Consultant will not have or claim\nto have any rights of any kind whatsoever in such Work Product. Without limiting\nthe generality of the foregoing, Consultant will not make any use of any of the\nWork Product in any manner whatsoever without RLHC's prior written consent.\n\n(c) Consultant represents and warrants that the Work Product provided by him\nhereunder will be original works created by him or a third party and not\npreviously published in any form and that the use by RLHC Work Product will not\nviolate or infringe any copyright or other proprietary or privacy right of any\nother Person and that RLHC will have the right to use the Work Product in\nperpetuity without obligation to any Person. In the event of any breach of this\nrepresentation and warranty, Consultant agrees to indemnify RLHC and hold it\nharmless from and\n\n\n                                                                               2\n\nagainst any and all claims, costs, liabilities and expenses incurred by it as a\nresult of such breach.\n\n6.       CONFIDENTIALITY. In connection with providing Services hereunder, RLHC\nwill provide Consultant with and permit Consultant to have access to\nconfidential and proprietary information and material, which if disclosed could\nadversely affect the business operations of RLHC and RLHC's affiliated\ncompanies, divisions, officers, executives and employees (hereinafter\ncollectively, \"RLHC Affiliates\"). Such confidential and proprietary information\nmay include, without limitation, design and branding strategies, business,\nfinancial, marketing, advertising and promotional plans and materials, and other\nsuch information relating to RLHC and RLHC Affiliates (hereinafter \"Confidential\nInformation\"). All such information furnished to Consultant and to which\nConsultant is given access, whether furnished before or after the date hereof,\nand regardless of the manner in which it is furnished, is considered by RLHC to\nbe Confidential Information. Unless otherwise agreed to in advance and in\nwriting by RLHC, Consultant agrees, except as required by law, to keep all\nConfidential Information secret and strictly confidential and not to disclose or\nreveal any Confidential Information to any third party for any reason\nwhatsoever. In the event that Consultant is required by applicable law or\nregulation or by legal process to disclose any Proprietary Information,\nConsultant agrees to provide RLHC with prompt notice of such request(s) and will\nfurnish only that portion of the Proprietary Information which, in the opinion\nof counsel, Consultant is legally compelled to disclose. In the event that, for\nany reason, Consultant is no longer rendering Services to RLHC, Consultant will\npromptly deliver to RLHC or, if RLHC so notifies Consultant in writing, destroy,\nall Proprietary Information he has received, including all copies,\nreproductions, summaries, analyses or extracts thereof or based thereon in his\npossession.\n\n8.       INDEPENDENT CONTRACTOR. In performing Services under this Agreement,\nConsultant will be acting as an independent contractor and not as an employee of\nRLHC for any purpose whatsoever, including but not limited to workers\ncompensation, health insurance and other benefits offered by RLHC to its\nemployees and the withholding and payment of income taxes with respect to the\ncompensation being paid to Consultant hereunder. Further, Consultant will not\nhave any authority or ability to bind, contract on behalf of or otherwise\nobligate RLHC in any manner.\n\n9.       ENTIRE AGREEMENT. This Agreement contains the entire and complete\nunderstanding of the parties and may not be amended except by a writing signed\nby both parties.\n\n\n                                                                               3\n\n10.      GOVERNING LAW. This Agreement is intended to be interpreted and\nconstrued in accordance with the laws of the State of New York applicable to\nagreements wholly made and to be performed therein.\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of ___________,\n2002.\n\n\nRALPH LAUREN HOME COLLECTION, INC.             ARNOLD ARONSON\n\nBy:  \/s\/                                       \/s\/ ARNOLD ARONSON\n     -----------------------------             ------------------------ \n     Authorized Signatory\n\n\n                                                                               4\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8547],"corporate_contracts_industries":[9396],"corporate_contracts_types":[9539,9541],"class_list":["post-38691","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-polo-ralph-lauren-corp","corporate_contracts_industries-consumer__clothing","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\/38691","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=38691"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38691"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38691"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38691"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}