THIS CONSULTING AGREEMENT (this “Agreement”) is made and effective as of September 1, 2006 (the “Effective Date”) by and between Solera, Inc., a Delaware corporation (the “Company”), and Roxani M. Gillespie (“Consultant”).
WHEREAS, the Company desires that Consultant provide it with consulting services to obtain the benefit of Consultant’s extensive knowledge, experience and contacts in the insurance claims processing industry; and
WHEREAS, Consultant is willing to provide consulting services to the Company subject to the terms set forth in this Agreement.
NOW, THEREFORE, the Company and Consultant hereby agree as follows:
1 . Term .
The Company hereby engages Consultant, and Consultant hereby agrees to provide consulting services to the Company, commencing as of the Effective Date and continuing through and until November 30, 2006.
2. Services of Consultant.
Consultant hereby agrees during the term of this Agreement to consult with the Company in such manner and on such business matters as may be reasonably requested from time to time by the Company, including but not limited to:
(i) the Company’s negotiation and settlement of several employment related disputes in the Netherlands; and
(ii) the Company’s search and recruitment of a general counsel.
3. Compensation .
The Company will compensate Consultant for the consulting services to be provided by Consultant hereunder at a rate of $26,667 per month. Such compensation shall be payable monthly within a reasonable period of time after the end of each month.
The Company will promptly reimburse Consultant for reasonable travel expenses (air fare, lodging, food and ground transportation), telephone charges, translation fees and other related expenses incurred by Consultant at the Company’s request in connection with the rendering of services hereunder.
Consultant acknowledges and agrees that during the term of this Agreement she will not be eligible to participate in any employee benefit program of the Company or any of its affiliates.
4. Outside Employment .
The Company acknowledges and agrees that, during the term of this Agreement, (i) Consultant may be engaged for her expertise by one or more other institutions (so long as such engagement does not conflict
with Consultant’s engagement by the Company) and (ii) Consultant may continue to engage in her independent legal practice.
Consultant will use best efforts to segregate the consulting services provided under this Agreement from the work