Exhibit 10.24
STANDARD CONSULTING
AGREEMENT
THIS AGREEMENT is executed and made effective as
of November 1, 2008 (the “Effective Date”) between
AeroVironment, Inc., a Delaware corporation, and its
subsidiaries, with offices at 181 West Huntington Drive, Monrovia,
California 91016 (hereinafter referred to as “AV”) and
General Charles R. Holland, USAF, Retired, (hereinafter referred to
as “Consultant”).
WHEREAS, Consultant is engaged in providing
information technology consulting services and investigating and
solving, to the best of consultant’s ability, specific
problems presented; and
WHEREAS, AV desires to have the services
(“Services”) of Consultant made available to it on the
terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual
promises and other good and valuable consideration, receipt of
which is hereby acknowledged by each Party, the Parties hereto
agree as follows:
1. Consulting
Services. During the period of this Agreement,
Consultant agrees to perform Services in a consulting capacity on a
general basis and on the particular individual projects assigned
and accepted in accordance with the provisions hereof.
Consultant agrees to provide such Services on the basis of hours to
be determined for each task.
2. Term.
Services will be performed between the Effective Date and
October 31, 2009. This Agreement may be extended for
additional periods by mutual written agreement between the
Parties.
3. Task Orders.
AV shall submit any task, or alteration of any task, upon
which it desires the services of Consultant in the form of a
written task order (“Task Order”) in sufficient detail
which shall include: the Task Order number, the Project Number for
inclusion on all invoices submitted, the nature and scope of the
work to be performed, the time period for performance, the identity
of the AV Task Manager, the rate paid for each hour of labor, and
the not to exceed dollar value of the estimated labor, and
allowable expenses for any material or travel expenditures
anticipated by Consultant. Attachment A shall be the form
of the Task Order.
4. Specified
Cost. AV shall pay Consultant an amount to be set out in
each Task Order for Services performed by Consultant. AV
shall have the right to specify in a Task Order that the cost to AV
of a requested task not exceed the stated amount. When so
specified in the Task Order, Consultant shall not perform
Services exceeding the amount specified for the task which may
sometimes be referred to as “Effort”. If it
becomes apparent during the performance of a task that the cost for
completion of the task will exceed the amount limited in the Task
Order, Consultant shall advise AV as far in advance as reasonably
possible so that consideration may be given to an increase in the
amount specified for said task. AV may then, in its sole
discretion, do any of the following:
(i) Authorize an
increase in the amount of the Task Order to allow completion of the
task, subject to Consultant’s right to decline;
(ii) Request
continuation of the task up to the original dollar amount
specified, at which time Consultant shall submit to AV any work or
materials resulting from the unfinished task;
(iii) Request immediate
termination of the task, and cause Consultant to submit to AV any
work or materials resulting from the unfinished
task.
5. Right to
Decline. Consultant shall have the right to decline the
acceptance of any task requested by AV in the event that such task
conflicts with other activity of Consultant or for any other good
and sufficient reason. In such events, Consultant shall give
AV notice in writing that it declines to accept such task within
five (5) working days of receipt of such request.
6. Progress
Reports. Consultant may be required by any Task Order to
submit progress reports to AV, at reasonable intervals, but not
more frequently than monthly, and in such a manner as is more
specifically provided for and defined in each Task
Order.
7. Invoices and
Payment. Consultant shall submit separate invoices
monthly for each Task Order and such invoices shall include a
breakdown of all charges and expenses, if any, incurred during the
month together with the Project No. shown on the Task
Order. Invoices shall be due and payable within thirty (30)
days after receipt by AV. Unless otherwise agreed at the time
individual Task Orders are accepted, all payments shall be made in
United States dollars.
8. Confidential
Information. It is recognized that in performing
services covered by this Agreement a Party’s officers,
technical and other personnel, including Consultant’s
authorized subcontractors, may acquire from the other Party
confidential information and, more particularly but not necessarily
limited to: confidential information regarding the products,
processes, operations, and present and contemplated activities of
AV and/or its clients. Each Party therefore, agrees to hold
in confidence, for a minimum period of five (5) calendar
years, all such information disclosed to it by the other Party,
including, without limitation, the existence of and terms of this
Agreement, technical information included in or on tracings,
drawings, field notes, calculations, specifications, legal,
economic, business and engineering data and the like except for the
following:
(i) Information,
which at the time of disclosure is in the public domain;
(ii) Information which,
after its disclosure becomes part of the public domain by
publication or otherwise through no fault of a Party, but in such
case only after it is published or otherwise becomes part of the
public domain;
(iii) Information which a
Party can show was in that Party’s possession at the time of
its receipt from the other Party and which was not acquired,
directly or indirectly, from the other Party; and
(iv) Information which was
received by a Party before or after the time of disclosure from a
third party who did not require such Party to hold such information
in confidence and who, to the best of that Party’s knowledge
and belief, did not acquire it directly or indirectly from the
other Party (including its clients) under an obligation to
confidence.
Consultant agrees that it will not utilize
confidential information covered by this Section in the
development or expansion of Consultant’s technology or the
technology of any third person or entity, but Consultant shall be
and remain free to exploit its own independent developments free of
any obligation whatsoever to AV or its clients except as
specifically set forth herein.
Each Party acknowledges that it is aware, and
agrees to advise its representatives who may receive confidential
information regarding the products, processes, operations and
present and contemplated activities of the other Party, that the
United States securities laws prohibit a Party, its representatives
or any person or entity who has received material, non-public
information concerning the other Party, from purchasing or selling
securities of the other Party or from communicating such
information to any other person or entity under circumstances in
which it is reasonably foreseeable that such person or entity is
likely to purchase or sell securities of a Party.
9. Proprietary
Rights. All materials prepared or developed by
Consultant in the performance and completion of Task Orders
hereunder, including documents, calculations, maps, sketches,
notes, reports, data, models and samples, and any and all
inventions and copyrightable material contained therein, shall be
and become the sole and exclusive property of AV without
limitation, when first made or prepared, whether or not delivered
to AV or whether such are subject to Consultant’s need to use
in order to perform the tasks under this Agreement. Such materials,
together with any materials furnished by AV to Consultant
hereunder, shall be promptly delivered to AV upon request, and in
any event upon completion or cancellation of this Agreement.
Consultant agrees to execute all documents and to take all steps
requested by AV, at AV’s expense, which AV deems necessary or
desirable to complete and perfect AV’s ownership and property
rights in said inventions and copyrightable material. The Parties
hereby agree that materials that are considered copyrights of the
creator are under this Agreement considered by the parties to be
“works for hire” and the copyright thereto resides in
AV. Consultant hereby agrees, that upon request of AV, it
will execute an assignment of such copyright or other intellectual
property rights to further clarify the transfer of the copyright or
other intellectual property rights to AV. Transference of
rights is subject to payment in full of all undisputed
invoices.
Consultant shall contribute the use of the
intellectual property identified in Attachment B of this
Agreement
2
to the project for the term of this Agreement
unless a longer period of time is expressly agreed to in writing by
the Parties. Except as may otherwise be provided for in the
Agreement, and in order to carry out the obligations under this
Agreement, no right title or interest in the material described in
Attachment B shall pass to AV or any other party by this
contribution of use.
10. Termination. By
ten (10) days prior written notice to the other, either AV or
Consultant may terminate this Agreement at any time. In the
event of such termination, Consultant shall be entitled to payment,
under the provisions of this Agreement, for all charges and
expenses actually earned or incurred with respect to all Task
Orders in effect up to the time of the termination.
Termination for failure of the other Party to perform shall not
prejudice said Party in any respect with regard to pursuing its
rights and remedies, or otherwise. The terms of Sections 8, 9, 13,
14, 24 and 25 hereof shall withstand the termination of this
Agreement.
11. Assignment.
Neither Party
