{"id":38692,"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-raytheon-co-and-john-deutsch.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consulting-agreement-raytheon-co-and-john-deutsch","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/consulting-agreement-raytheon-co-and-john-deutsch.html","title":{"rendered":"Consulting Agreement &#8211; Raytheon Co. and John Deutsch"},"content":{"rendered":"<pre>\nConsulting Agreement                                          Raytheon\n\nName of Consultant                                                Date\nDr. John Deutch                                               1 April 1998\n\nStreet Address                                      City    State    Zip Code\n51 Clifton Street,                                 Belmont,   MA       02178\n\nRaytheon Technical Contact(s)\nRobert A. Skelly\n\nYou are hereby appointed a consultant to Raytheon Company, (Executive Offices,\nLexington) (hereinafter called 'Raytheon') to assist Raytheon in its technical\nproblems, subject to the following terms and conditions:\n\n1.       Terms of Agreement\n\nThe term of this agreement shall be from 1 April 1998 to 31 March 1999 subject\nto the right of termination as set forth below.\n\n         You agree to provide, and Raytheon agrees to accept at least 12 days of\nservice during the first 12 months of this agreement, together with such\nadditional consulting services as may from time to time be requested in writing\nby Raytheon.\n\n2. Statement of Work: (Use additional pages if necessary and attach.)\n\n         Dr. Deutch will consult one day per month and will spend one-half\n day per month on preparatory work.\n\n3.       Payment:\n\n         Raytheon agrees to pay you at the rate of $3,000 per day for each day\nworked. Fractional parts of a day shall be prorated on the basis of an eight (8)\nhour working day. In addition, Raytheon will pay an annual retainer of\n$18,000.00 and $10,000.00 annually for administrative support.\n\n         Check applicable provision\n\nX To the extent authorized, travel expenses including transportation will be\nreimbursed at actual costs; provided that such expenses shall not exceed those\nallowed for employees of Raytheon.\n\n         No travel expenses are authorized under this agreement.\n\n \n                                       2\n4.       Submission of Invoices\n\n         You shall keep accurate records of the time expended by you in\nperforming the services hereunder. Invoices shall be submitted annually for\nwhich services have been requested and performed. Such invoices shall accurately\nreflect the dates and number of hours worked, shall identify any other\nauthorized expenses incurred accompanied by supporting vouchers, and shall make\nreference to such agreements.\n\nApplicable Government Contract Numbers\n\nAll invoices shall contain the following:\n\na) 'I certify that the above charges are correct and just and that payment\ntherefore has not been received.' b) A written report describing the services\nperformed.\n\n5.       Standard of Workmanship; Non-Assignment:\n\n         All services hereunder shall be performed in accordance with the\nhighest professional standards of workmanship. You shall not, in whole or in\npart, assign or subcontract any of the services to be performed hereunder\nwithout the prior written consent of Raytheon.\n\n6.       Security:\n\n         The clause set forth in Federal Acquisition Regulation 52.204.2\nentitled 'Security Requirements,' is incorporated by reference herein except\nthat the term 'Contractor' shall mean you and the terms 'Contracting Officer'\nand 'the Government' shall mean Raytheon.\n\n         You agree to keep and maintain an active security clearance\ncommensurate with the degree of security classification designated by Raytheon\nfor the work to be performed hereunder.\n\n7.       Compliance with Laws, Regulations and Certifications:\n\n         You agree to comply with all Raytheon policies, rules and regulations\nwhich may be in effect during the term of this agreement, as well as all\nFederal, State and Local Laws, Statutes, Ordinances and Regulations.\n\n         You also certify that:\n\n         a. Neither you nor anyone employed by your firm is in violation of\napplicable federal statutes such as the Defense Acquisition Improvement Act of\n1986, the Post-Employment Restrictions Act of 1988 with regard to the engagement\nof former government officers and employees, and Section 423, Title 41 of the\nUnited States code prohibiting certain activities by competing contractors and\nGovernment procurement officials during the conduct of Federal procurements\ninvolving soliciting or discussing post-Government employment, offering or\naccepting a gratuity, or soliciting or disclosing proprietary or source\nselection information.\n\n \n                                       3\n\nb. You have read and understood General Manual 'Payments to Government\nOfficials', No. 10 0003 110; 'Principles of Business Ethics and Conduct at\nRaytheon,' No. 10 007 110; 'Observance of Law,' No. 900001 110; and 'Conflicts\nof Interest and Standards of Conduct,' No. 90 2001 110.\n\nc. You also certify that the provisions of this paragraph 7 shall be included in\nany agreement between you as primary consultant and any second - tier\nconsultants or subcontractors you engage under this agreement.\n\n8.       Technical Data\n\n         For the purpose of this clause, the term 'data' means all information,\nincluding drawings, prints, specifications, reports and designs.\n\n         You agree that all data furnished by Raytheon to you for use in\nconnection with this subcontract, all data required to be delivered to Raytheon\nunder this subcontract, and all data arising out of the work called for under\nthis subcontract shall be and remain the sole property of Raytheon. You further\nagree that data shall (1) be kept in confidence and not disclosed to third\nparties without the prior written approval of Raytheon, and (2) shall not be\nused in the production, manufacture or design of any article or material,\nwithout Raytheon's prior written consent. These obligations shall survive the\ntermination of this agreement. You shall deliver all data to Raytheon upon\nRaytheon's request, and in any event upon the completion or termination of all\nwork hereunder, whichever first occurs, and you shall be fully responsible for\nthe care and protection of data until such delivery.\n\n         When assigned a Raytheon Engineering Notebook, the notebook shall\nremain the property of Raytheon. You agree to maintain a daily log of all\ncalculations, sketches and other data relevant to your consultancy in accordance\nwith the instructions in the Notebook. This Notebook shall be returned to\nRaytheon upon termination of this Agreement.\n\n9.       Copyrights and Mask Works:\n\n         You agree that all right, title, and interest in and to all original\nworks of authorship, including mask works fixed in a semiconductor chip product,\nwhich you produce or compose in conjunction with the services to be performed by\nyou hereunder for Raytheon or any of its subsidiaries shall belong to Raytheon\nand Raytheon shall have the right to obtain registrations of copyright or mask\nwork thereon throughout the world. To the extent permitted by The Copyright Act\n(Title 17, United States Code), all works produced or composed under this\nagreement shall be considered works made for hire and belong to Raytheon. You\nagree to assign, and do hereby assign, to Raytheon your rights to all other\nworks of authorship or mask works produced or composed in connection with this\nagreement. You further agree to cooperate with Raytheon to secure or protect its\ninterest in any copyright or mask work relating to this agreement.\n\n \n                                       4\n\n10.      Termination and Release\n\n         Raytheon may terminate this agreement at any time upon giving of 60\ndays written notice to you without further liability to you except for those\nservices rendered to the effective date of termination and allowable travel\nexpense hereunder. Prior to and as a condition of final payment, you shall\ndeliver to Raytheon a release in form and substance satisfactory to Raytheon,\ndischarging it and the Government, its officers, agents, and employees of all\nliabilities, obligations, and claims arising out of this order and the\nperformance thereof.\n\n11.      Examination of Records:\n\n         You agree that Raytheon Company or, where appropriate, the Comptroller\nGeneral of the United States or any of his duly authorized representatives\nshall, until the expiration of three years after final payment, under this\nagreement, have access to and the right to examine any of your directly\npertinent books, documents, papers, and records involving transactions related\nto this agreement.\n\n12.      Covenant Against Contingent Fees\n\n         You warrant that no person or selling agency has been employed or\nretained to solicit or secure this agreement upon any understanding that a\ncommission, percentage, brokerage, or contingent fee will be paid. For breach or\nviolation of this warranty, Raytheon shall have the right to annul this\nagreement without liability, or in its discretion, to deduct from the payments\ndue, or recover, the full amount of such commission, percentage, brokerage, or\ncontingent fee.\n\n13.      Patents\n\n         As a part of this agreement, and without additional compensation, you\nagree to and do hereby sell, assign, and transfer to Raytheon, its successors\nand assignees, the entire right, title and interest in and to any and all\ninventions, discoveries, or improvements which are conceived or first actually\nreduced to practice in the performance of this agreement, and to all\napplications for and Letters Patent covering same, as well as any reissues,\ndivisions, and extensions of said applications or Letters Patent. You further\nagree to furnish Raytheon with complete information on each such invention,\ndiscovery, or improvement and to make, execute and deliver to Raytheon any and\nall patents or patent applications, as well as all papers, documents,\naffidavits, statements, or other instruments, in such form, terms and contents\nas required by Raytheon in or incident to the prosecution of any and all\napplications for patent filled by you or Raytheon with respect to such\ninventions, discoveries, or improvements or in the adjustment or settlement of\nany interferences or other actions or proceedings in which such applications may\nbecome involved.\n\n         Before final payment is made under this agreement, you shall furnish to\nRaytheon complete information in respect of inventions, discoveries, or\nimprovements conceived or actually reduced to practice in connection with the\nservices performed hereunder; or a statement that no inventions, discoveries, or\nimprovements emanated from such services. Such information or statement shall be\nforwarded to Raytheon's Patent Department, Office of the General Counsel,\nLexington, Massachusetts.\n\n \n                                       5\n\n14.      Solicitation Prohibition\n\n         You agree that unless specifically authorized and approved in writing\nby Raytheon, you will not solicit, directly or indirectly, the award of any\ncontract, grant, loan or cooperative agreement to Raytheon from any Raytheon\ncustomer or potential customer.\n\n(INSERT APPROPRIATE UNIVERSITY CLAUSE IF REQUIRED)\n\nRaytheon Company\/Authorized Signature                Accepted by Signature \n                                                     Date\n\nYou are requested to sign and return two (2) copies of this agreement.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8652],"corporate_contracts_industries":[9476],"corporate_contracts_types":[9539,9541],"class_list":["post-38692","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-raytheon-co","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\/38692","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=38692"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38692"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38692"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38692"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}