CONSULTING
AGREEMENT
This Consulting
Agreement, dated as of January 29, 2009, (the
“Agreement”), is entered into by and between
NorthWestern Energy (“NWEC” or “Company”),
a Delaware corporation with its principal place of business located
at 3010 West 69 th Street, Sioux Falls, South Dakota,
57108 and Greg Trandem (“Trandem” or
“Consultant”), a Montana resident. NWEC and Trandem are
collectively referred to herein as the
“Parties.”
WHEREAS, the
Company and Trandem amicably agree to terminate his employment;
and
WHEREAS, NWEC
is agreeable to entering into a agreement with Trandem with agreed
upon consulting services to NWEC for the period January 31, 2009
through April 30, 2009, unless terminated by NWEC, by Trandem or on
the date Trandem has secured other employment unless extended by
mutual agreement; and
WHEREAS,
Trandem desires to provide certain consulting services;
NOW, THEREFORE,
in consideration of the mutual promises made herein, and for other
good and valuable consideration, the parties hereby agree as
follows:
|
|
a.
|
NWEC agrees to
engage Trandem, and Trandem agrees to provide certain agreed upon
consulting services on behalf of NWEC as more fully described in
Exhibit A attached hereto and incorporated herein by reference
(hereinafter “Consulting Services.”) It is the intent
of the Parties and it is understood and agreed that, in the
performance of such Consulting Services under the terms of this
Agreement, and any amendments thereto, Trandem shall perform such
Consulting Services as an independent contractor with respect to
NWEC, and not as an employee of NWEC, it being specifically agreed
that the relationship is and shall remain that of independent
parties to a contractual relationship as set forth in this
Agreement.
|
|
|
b.
|
The
Parties agree that NWEC shall determine the Consulting Services to
be performed by Trandem under this Agreement, subject to the
conditions set forth within this Agreement. Trandem understands and
agrees that in performing such Consulting Services that he may not
transfer, assign or subcontract his obligations under this
Agreement without the express written consent of NWEC.
|
|
|
c.
|
Trandem shall
have access to only the following NWEC property: Company email
system, computer equipment, cellular phone, blackberry, corporate
jet (if authorized by Brian Bird) and any other resources
specifically agreed upon. At the end of the consulting agreement,
Trandem will be allowed to retain the laptop and the blackberry
provided he allows a representative from NWEC Information
Technology Department access to the laptop and the blackberry to
remove all Company information.
|
|
|
d.
|
For
the purposes of this Agreement, it is understood and agreed by the
Parties that Trandem shall perform the Consulting Services from 92
Summer Ridge Road, Bozeman, Montana, 59715 or such other location
as Trandem, determines or the Company requires. Trandem may be
required to travel in performance of the Consulting Services but
only upon approval by NWEC.
|
|
|
d.
|
NWEC is not
responsible for payroll withholdings, and shall not withhold FICA
or taxes of any kind from any payments that it owes
Trandem.
|
|
|
e.
|
Trandem agrees
that neither Trandem his employees, employees of a business entity
for which Trandem serves as an employee, partner or other type of
owner, shall be entitled to receive any benefits which employees of
NWEC are entitled to receive. Further, Trandem agrees that he is
not eligible to receive and is not covered by NWEC workers’
compensation, unemployment compensation, health insurance, life
insurance, paid vacations, paid holidays, incentive compensation,
pension, or profit sharing, or any similar employee
benefit.
|
|
|
f.
|
Trandem shall
be solely responsible for paying his employees, if any, and shall
be solely responsible for paying any and all taxes, FICA,
workers’ compensation, unemployment compensation, health
insurance, life insurance, paid vacations, paid holidays, pension,
profit sharing and other similar benefits for Trandem and his
employees, servants and agents. Trandem shall also be responsible
for likewise paying any employees of a business entity for whom
Trandem serves as an employee, partner or other type of owner as
well as any third party entities or individuals with whom he may
contract. Trandem will indemnify and hold harmless NWEC from any
and all loss or liability, including attorney’s fees, arising
from his failure to make any of these payments or withholdings, or
provide these benefits, if any.
|
|
|
g.
|
If the
Internal Revenue Service or any other governmental agency should
question or challenge Trandem’s independent consulting
status, Trandem and NWEC shall have the right to participate in any
discussion or negotiation occurring with any agency or agencies,
regardless of with whom or by whom these discussions or
negotiations are initiated.
|
|
2.
|
Work.
Trandem shall
perform the work as more particularly described in Exhibit
A.
|
|
|
a.
|
Trandem agrees
to comply with all applicable laws, codes and regulations and other
instructions, standards of conduct, policies and procedures
established and/or promulgated by NWEC, orally or in written or
electronic form, which may be amended from time to time.
|
|
|
b.
|
Trandem shall
report to the particular functional Vice President that work is
being performed for unless otherwise instructed.
|
2
|
3.
|
Compensation.
Trandem shall
be paid $18,000.00 (Eighteen Thousand Dollars) within the first
five (5) working day
|
|
