{"id":38695,"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-warren-b-rudman2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consulting-agreement-raytheon-co-and-warren-b-rudman2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/consulting-agreement-raytheon-co-and-warren-b-rudman2.html","title":{"rendered":"Consulting Agreement &#8211; Raytheon Co. and Warren B. Rudman"},"content":{"rendered":"<pre>\nConsulting Agreement                                          Raytheon\n\nName of Consultant                                                     Date\nWarren B. Rudman                                              14 October 1999\nStreet Address                              State             Zip Code\n1250 So. Washington Street - Apt. 224       Alexandria, VA  22314\n\nRaytheon Technical Contact(s)\nJohn D. Harris, II\n\nYou are hereby appointed a consultant to Raytheon Company, (hereinafter called\n'Raytheon') to assist Raytheon in its technical problems, subject to the\nfollowing terms and conditions:\n\n1. Terms of Agreement\n\n     The term of this agreement shall be from 1 September 1999 to 31 August 2000\nsubject to the right of termination as set forth below.\n\n     You agree to provide, and Raytheon agrees to accept at least 36 days of\nservice during the term of this agreement, together with such additional\nconsulting services as may from time to time be requested in writing by\nRaytheon.\n\n2. Statement of Work: (Use additional pages if necessary and attach.)\n\n     Senator Rudman will assist the Company with issues related to all its\nbusiness areas, particularly those related to the defense electronics business\narea.\n\n3. Payment:\n\n     Raytheon agrees to pay you a retainer of $12,000.00 per month, quarterly in\nadvance. Fractional parts of a day shall be prorated on the basis of an eight\n(8) hour working day.\n\n         Check applicable provision\n\n     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\nNo travel expenses are authorized under this agreement.\n\n                                       2\n\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 at the end of\neach month for which services have been requested and performed. Such invoices\nshall accurately reflect the dates and number of hours worked, shall identify\nany other authorized expenses incurred accompanied by supporting vouchers, and\nshall make reference to such agreements and to applicable Government contracts\nby number.\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\na. Neither you nor anyone employed by your firm is in violation of applicable\nfederal statutes such as the Defense Acquisition Improvement Act of 1986, the\nPost-Employment Restrictions Act of 1988 with regard to the engagement of former\ngovernment officers and employees, and Section 423, Title 41 of the United\nStates 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                                       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 hereon 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                                       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 interference's or other actions or proceedings in which such applications\nmay become involved.\n\n                                       5\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\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        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-38695","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\/38695","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=38695"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38695"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38695"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38695"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}