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 This Consulting Services Agreement involves

Scan-Optics, Inc | Kevin S. Flannery,

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Governing Law: Connecticut     Date: 3/29/2005

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Exhibit 10.1



THIS CONSULTING AGREEMENT (the "Agreement"), dated as of November 1,

2004, by and between Kevin S. Flannery, an individual residing at 255 Farmington

Drive, Charlottesville, VA 22901 (the "Consultant") and Scan-Optics, Inc., with

its principal place of business at 169 Progress Drive, Manchester, Connecticut

06040 (the "Company").

WHEREAS, the Consultant is an independent contractor who provides

consulting services; and

WHEREAS, the Company wishes to obtain such services for its benefit.

NOW THEREFORE, in consideration of the mutual covenants set forth

herein, the parties hereto, for good and valuable consideration, the sufficiency

and receipt of which are hereby acknowledged, agree as follows:

1. Services. The Company hereby engages the Consultant to provide to

the Company consulting, advisory and related services to and for the Company as

may be reasonably requested from time to time by the Chief Executive Officer or

Board of Directors (the "Services"). The Consultant shall devote such time to

the performance of such services as may be required to fulfill his obligations

under this Agreement, but, in no event shall the Consultant devote to the

performance of such services less than six (6) hours during any month, excluding

time spent, as a director, in connection with preparing for and attending Board

and committee meetings. Consultant shall provide the Services at times and

places mutually agreed upon by the Company and Consultant.

2. Fees and Expenses.


(a) Consulting Fees. The Company shall pay to the Consultant consulting

fees of $1,666.67 per month (the "Monthly Consulting Fee"), payable in arrears

on the last day of each month. Payment for any partial month shall be prorated.

(b) Reimbursement of Expenses. The Company shall reimburse the

Consultant for all reasonable and necessary expenses incurred or paid by the

Consultant in connection with, or related to, the performance of his services

under this Agreement. The Consultant shall submit to the Company itemized

monthly statements, in a form satisfactory to the Company, of such expenses

incurred in the previous month. The Company shall pay to the Consultant amounts

shown on each such statement within thirty (30) days after receipt thereof.

(c) All Fees and Expenses shall be paid to the Consultant net of

applicable withholding, sales or similar taxes.

3. Term.


(a) Subject to paragraph 3(b), the term of this Agreement shall

commence on November 1, 2004 and shall continue until terminated in accordance

with this Agreement.




(b) Either party may terminate this Agreement, for any reason or no

reason, upon thirty (30) business day's prior notice (the "Termination Date") to

the other party.


Upon the termination of this Agreement pursuant to this Section 3(b),

the Company shall reimburse the Consultant for all out-of-pocket expenses

incurred by the Consultant in the performances of Services which have not been

previously reimbursed by the Company. The Monthly Fee shall be deemed fully

earned when paid.

4. Nature of Relationship. The Consultant will act under this Agreement

as independent contractors with duties solely to the Company. Nothing in this

Agreement shall be deemed to create a fiduciary, agency, employment or joint

venture relationship between the Consultant, on one hand, and the Company, on

the other hand. Nothing in this Agreement shall be deemed to confer on any

person or entity other than the Consultant and the Company or their respective

successors and assigns any relationship, rights or remedies under or by reason

of this Agreement or of the Services to be rendered by the Consultant.

5. Use of Materials. The Company acknowledges that all advice (whether

written or oral) given by the Consultant to the Company in connection with the

Services or otherwise under this Agreement is intended solely for the benefit

and use of the Company (limited to its management and its Board). The Company

agrees that, except as required by law, no such advice shall be used for any

other purpose or reproduced, disseminated, quoted or referred to at any time in

any manner, nor shall any public references to the Consultant be made by the

Company, without the Consultant's prior written consent.

6. Confidentiality. For purposes of this Agreement, "Confidential

Information" shall mean any and all information disclosed by the Company to the

Consultant relating to its business or technology that Company designates as

being "non-public" or "confidential" or which, under the circumstances

surrounding disclosure, the Consultant reasonably should recognize should be

treated as confidential. Confidential Information includes, for example and

without limitation, Company's confidential business or technical information,

such as financial information or data, marketing techniques and material,

business plans and strategies, business operation and systems, pricing policies,

information concerning employees, customers, and/or vendors, trade secrets,

discoveries, inventions, improvements, research, development, know-how, designs,

products, compositions, prototypes, or physical materials and manufacturing

processes. The Consultant may use the Confidential Information only to provide

the Services, and shall hold any Confidential Information confidential in

accordance with its customary policies relating to any non-public or proprietary

information at least as broad in scope as the Consultant's obligations

hereunder. The Consultant may only disseminate Confidential Information to those

employees, members, attorneys, consultants or associates of the Consultant who

have: (i) a demonstrable need to know; (ii) been informed of the Consultant's

obligations hereunder; and (iii) are bound by an obligation of confidentiality

to the Consultant. A breach of such agreement shall be considered a material

breach hereunder. Except as expressly provided in the preceding two sentences,

the Consultant shall not: (i) publish, disseminate or otherwise disclose or make

available Confidential Information received hereunder to any person, Consultant

or corporation without prior written consent of the Company; or (ii) use

Confidential Information for any purpose including, without limitation, selling,

leasing, renting, licensing, marketing or otherwise distributing any

Confidential Information or products or services embodying or derived from same.

The Consultant agrees to use the same degree of care that it uses to protect its

confidential information of similar importance, to prevent any unauthorized






disclosure of Confidential Information, but in no event less than a reasonable

degree of care. The Consultant shall not publicize or disclose beyond those

persons to whom Confidential Information may be disclosed hereunder the

existence and the terms of this Agreement or the discussions that arise in

connection with this Agreement and all such information shall be deemed

Confidential Inf

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