Table of Content
Retention of Consultants
This policy and procedure establishes uniform practices in the retention of consultants. All offices shall follow this Instruction.
This Instruction applies to The Company Company, Inc. and all its subsidiaries.
Company Presidents, Vice Presidents - General Managers and Managing Directors are responsible for assuring compliance with this Instruction.
4. Classification of Consultants
The classes of services of consultants and the policy applicable to each class is as follows:
4.1 Technical Consulting Services
Consultant technical services in the engineering/-construction field shall be provided in accordance with the terms and conditions of a draft “Consulting Services” Agreement which shall be prepared by the General Counsel, TBCI. A standard Agreement is attached as Exhibit I.
4.2 International Marketing Consulting Services
The retention of outside consulting services to augment Company’s international marketing capabilities (other than Representation Services as set forth in Company Management Instruction No. 2) is governed by Company General Policy and Procedure 81 0002 110, a copy of which is attached as Exhibit II. International marketing consultants are paid on a basis other than a contingent fee basis.
4.3 Other Consulting Services
The retention of a consultant to provide services other than those described above is governed by the provisions of Company General Policy and Procedure 71 0009 110, a copy of which is attached as Exhibit III.
The retention of suppliers of normal business/trade services and the retention of outside public accounting and law firms and of collection agencies are not subject to this Instruction or the above mentioned Company General Policy and Procedure.
5.1 When a manager determines that a consultant is needed to provide services, he shall notify the appropriate Company President or Managing Director, who will secure the approval in principle of the President, TBCI.
5.2 If the approval of the President, TBCI is obtained and the consultant to be retained is to provide services as set forth in Section 4.1 above, then the company President or Managing Director shall obtain a draft Agreement as noted in Section 4.1 above. The final Agreement shall be approved by the President, General Counsel and Vice President, Finance, TBCI and shall be executed by the President, TBCI or the company President or Managing Director to whom he has granted in writing execution authority.
5.3 If the approval of the President, TBCI is obtained and the consultant to be retained is to provide services as set forth in Section 4.2 or 4.3 above, then the company President or Managing Director shall proceed as required by the appropriate Company General Policy and Procedure identified above.
5.4 Reimbursement will be paid to a consultant only in accordance with an approved, executed agreement.
6. Attachments
Attachments II,III, not attached
Exhibits
I Standard Agreement “Technical Consultant - Services”
II Company Policy and Procedure 81.0002.110 “Internal Marketing Consultants; Retention of”
III Company Policy and Procedure 71.0009.110“Consultants; Retention of”
DATE
NAME AND ADDRESS OF CONSULTANT
Re: Technical Consulting Services
Gentlemen:
(hereinafter referred to as “Company”)
proposes to utilize the technical consulting services of
(hereinafter referred to as “Consultant”) on the following basis:
- During the term of this agreement, Consultant agrees to make its services available to Company to perform the consulting services in the area of
The extent and scope of Consultant’s specific services hereunder shall be as expressly authorized by Company, from time to time, in writing; and nothing contained herein shall require Company to utilize Consultant’s services for any minimum period. - During the term of this Agreement, Consultant agrees that it will not act as a consultant for any other private industrial which is primarily engaged in the engineering or construction of chemical, petroleum, environmental or other industrial facilities in the field in which the Company utilizes Consultant’s services, nor utilize its position and activities as a consultant to the detriment of the competitive position of the Company or its affiliates and that it, in particular, will not solicit any clients or prospective clients of Company or its affiliates of which it becomes aware in connection with this Agreement with respect to services or technical information within the scope of this Agreement as set forth in Paragraph 1 above. By utilization of Consultant’s services, it is not thereby granted any authority (express or implied) to incur any obligation on behalf of the Company or to bind it in any way, without Company’s express prior written authorization to do so.
- Consultant agrees to safeguard the confidential nature of any proprietary information furnished to or acquired by Consultant hereunder (including technical data, designs, inventions or improvements and the like which are the property of Company pursuant to Paragraph 4 below) and not to use or disclose the same to others without the prior written consent of the Company, and then only for the specific purpose for which such consent has been granted. In particular, Consultant is not authorized without the prior consent of the Company to disclose to third parties any information relating to the details of processes or the costs of Company’s services, or the manner in which Company carries out its work or relating to the business activities, technical information or processes of Company’s Clients.
- a. Consultant agrees that all data, documents, designs, reports and the like (“Data”) furnished to Consultant by Company, and all Data to be delivered to Company under this Agreement, and all Data arising out of the work under this Agreement shall be and remain the sole property of Company.
b. Consultant agrees, without additional compensation, to and hereby does assign to the Company the entire right, title and interest in and to all Data, deliverables and work product specified or produced in connection with any assignment pursuant to this Agreement and in and to any inventions or improvements which are conceived or first reduced to practice by Consultant as a result of its services hereunder, and to all patent applications and/or letters patent covering the same. Consultant further agrees to furnish to the Company complete information on each such invention and improvement and to execute and deliver to the Company all documents required by the Company incident to the prosecution and/or assignment of any patent applications or patents or other proceedings relating thereto covering such inventions, improvements and work product.
c. Consultant agrees that all right, title and interest in and to all original works of authorship which Consultant produces or composes in connection with the services to be performed by it hereunder for Company shall be considered works made for hire and shall belong to Company, including all copyrights thereon and the rights to obtain registrations of copyrights thereon throughout the world. - For its services hereunder, Company shall pay Consultant on the following basis
a. At a rate of
Dollars ($ .........) per hour worked, payable monthly within thirty (30) days of submission of Consultant’s invoice, for such services furnished hereunder pursuant to Company’s request in accordance with Paragraph 1 above.
b. A variable sum, payable monthly within thirty (30) days of submission of Consultant’s invoice, for the direct cost of reasonable travel and living expenses when incurred on behalf of the Company and with its prior written approval.
c. Travel time shall not be reimbursable except pursuant to a prior written agreement by Company.
d. Consultant shall not accumulate total charges under this Agreement in excess of Dollars ($........ ) without the express prior written authorization of Company. - For its services hereunder, Company shall pay Consultant on the following basis
Unless terminated as provided below or extended by mutual agreement of the parties, this Agreement shall have a term of (..................... ) from the date hereof. Company may terminate this Agreement for its convenience at any time by giving Consultant (............ ) days prior written notice. In the event of any breach of this Agreement or failure of performance by Consultant, Company may terminate this Agreement, effective immediately as of the date of notice to Consultant. Upon termination or expiration of this Agreement, Company shall have no further obligation or liability to Consultant except for payment for services completed prior to and as a condition of final payment, Consultant agrees to deliver to Company a release, in form and substance satisfactory to Company, discharging Company, its affiliates and their officers, agents and employees of all liabilities, obligations and claims arising from this Agreement or the performance thereof. - Notwithstanding any termination of this Agreement, Consultant’s obligation under Paragraphs 3 and 4 above shall survive and shall remain in full force and effect. In addition, upon termination or expiration of this Agreement, Consultant agrees to complete such services as have been requested by the Company prior to such termination for which Consultant shall be reimbursed in accordance with Paragraph 5 above.
- In connection with its services under this Agreement, Consultant is deemed to be an independent contractor.
- Company, its clients, their affiliates and their respective employees assume no liability to Consultant, its employees or representatives or to their respective heirs, successors, assigns or estates, howsoever arising, for personal injury (including illness, disease or death) or loss or damage to property. Consultant hereby expressly releases and shall indemnify and hold harmless Company, its clients, their affiliates and their respective employees from and against any and all claims, damages, loss costs, expenses or liability which they or each of them may at any time incur or suffer as a result of or arising from:
- any injury (including illness or disease) to persons (including injuries resulting in death) or loss of or damage to property which may result of the carrying out of this Agreement, the work or any part thereof; and/or
- any liens, attachments, charges or other encumbrances or claims upon or in respect of any materials, parts, work in progress and/or finished and/or facilities or premises of Company, its clients or their respective affiliates. - Consultant shall be responsible for payments of all taxes payable on amounts received by it hereunder and it shall indemnify and hold harmless Company from and against all costs, expenses, fines, interest or the like which may be incurred by Company as a result of Consultant’s failure to do so.
- If Company concludes or is advised by Counsel that it is required by law or government regulation to make any tax withholding or deduction from payments to Consultant, it shall be free to do so.
- All services hereunder shall be performed in accordance with the highest professional standards of workmanship.
- Consultant shall not, in whole or in part, assign or subcontract any of the services to be performed hereunder without the prior written consent of Company.
- Consultant shall maintain worker’s compensation and employee’s liability insurance covering its employees and shall provide Company with certificates evidencing same on request.
- Consultant warrants that it has the full and unrestricted right to supply the subject services and work product and that it has no obligations to others which are inconsistent with its obligations hereunder. Consultant further warrants that it shall strictly comply with all applicable Company policies, rules and regulations applicable to the subject services as well as with all applicable Federal, state and local laws, statutes, ordinances and regulations. Consultant shall defend, indemnify and hold harmless Company, its affiliates and their officers, employees and agents from any cost, expense or liability arising from Consultant’s failure cost, expense or liability arising from Consultant’s failure to do so.
- Consultant certifies that neither it nor anyone employed by it is in violation of any Federal statutes such as the Defense Acquisition Improvement act of 1986, the Post-Employment Restriction Act of 1988 or any similar statute with regard to the engagement of former government officers and employees.
- Consultant warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon any understanding that a commission, percentage, brokerage or contingent fee will be paid. For breach or violation of this warranty, Company have the right to annul this Agreement without liability, or in its discretion, to deduct from the payments due or recover, the full amount of such commission, percentage, brokerage or contingent fee.
- Consultant agrees that Company or any of its duly authorized representatives shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any of Consultant’s directly pertinent books, documents, papers and records involving transactions related to this Agreement.
- If the work under this Agreement is performed in connection with any contract or subcontract involving any Federal, state or municipal government agency, Consultant agrees that this Agreement shall be subject to all applicable provisions of any such contract or subcontract which Company is required to impose on lower tier subcontractors.
- By his signature below, Mr.
be personally bound by the provisions hereof in the same manner as Consultant is bound.
Please indicate assent and agreement to the foregoing by signing both copies of this letter and returning the one copy to Company.
Very truly yours,
By _______________________________
Title ______________________________
Accepted and Agreed to:
__________________________________
Consultant’s Name
By _______________________________
Both Personally and as an Authorized
Representative of Consultant
Title ______________________________