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Agreement For Consulting Services/javier Aguirre

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Date: As of October 12, 2002 Subject: AGREEMENT FOR CONSULTING SERVICES


This agreement ("Agreement") sets forth the terms of the provision by Javier Aguirre ("Consultant") of certain mutually agreed consulting services to America Online Latin America, Inc. ("AOLA") as described herein.


SCOPE OF WORK


Provide financial consulting services to AOLA senior management, to the extent mutually agreed by AOLA and the Consultant.


COMPENSATION


Compensation will be as mutually agreed upon by the parties on a project-by-project basis.


EXPENSES


Reasonable phone calls will be reimbursed by AOLA. Any expenses not covered hereby or otherwise approved by AOLA shall be borne by Consultant. Expenses shall otherwise be covered under Exhibit A attached hereto.


TERMINATION


Unless earlier terminated as set forth in this Agreement, the term of this Agreement will begin on October 12, 2002 and expire on July 11, 2003; provided, that if you accept employment with AOL Time Warner Inc., the Cisneros Group of Companies, or any of their respective subsidiaries or other affiliates prior to July 18, 2003, then this Agreement will terminate on April 12, 2003. In addition, either party may terminate this Agreement at any time with or without cause upon seven (7) days prior written notice.


PAYMENT TERMS


15 days upon invoice receipt. Invoices will be submitted during the first week of each month.


ADDITIONAL TERMS


The terms set forth on Exhibit A shall form part of this Agreement.


AMERICA ONLINE LATIN AMERICA, INC. By: /s/ Javier Aguirre By: /s/ Charles M. Herington
-------------------------------- ----------------------------
Javier Aguirre
Name: Charles Herington
---------------------------- Date: 7/27/02 Title: President and CEO
----------------------------------- ----------------------------


Date: 7/26/02
----------------------------


EXHIBIT A - ADDITIONAL TERMS


I. NO RIGHTS IN AOLA PROPERTY/ TRADEMARKS


NO OWNERSHIP OR LICENSE. Nothing in this Agreement shall convey to Consultant any right, license, title, interest in and to the Work (as defined below), the AOLA "look and feel", or any other AOLA property, property interest, license or right.


NO RIGHT TO USE TRADEMARKS. Consultant shall have no right to use any AOLA trade name, trademark or service mark.


II. CONFIDENTIALITY/PROPRIETARY RIGHTS/ SECURITY TRADING


CONFIDENTIALITY. Consultant acknowledges that (1) AOLA, its subsidiaries and affiliated companies, are the owners of valuable trade secrets, and other confidential information and license same from others, (2) in the performance of the Consulting Services, Consultant shall receive or become aware of such information as well other confidential and proprietary information concerning AOLA, its subsidiaries and affiliated companies' business affairs, finances, properties, methods of operation and other data including the terms of this agreement (hereinafter collectively referred to as "Confidential Information"), and (3) unauthorized disclosure of any Confidential Information would irreparably damage AOLA, its subsidiaries and/or affiliated companies.


Consultant further acknowledges that the services which AOLA, its subsidiaries and/or affiliated companies performs for clients are confidential; that to enable AOLA, its subsidiaries and/or affiliated companies to perform these services, its clients furnish confidential information concerning their business affairs, finances, properties, methods of operation and other data; that the good will of AOLA, its subsidiaries and/or affiliated companies depends, among other things, upon its keeping such services and information confidential and that unauthorized disclosure of the same would irreparably damage AOLA, its subsidiaries and/or affiliated companies; and that by reason of its duties hereunder, Consultant may come into possession of information concerning such services or information furnished by clients, even though Consultant does not himself take any direct part in or furnish the services performed for those clients.


All such information owned by AOLA, its subsidiaries and/or affiliated companies, licensed by AOLA, its subsidiaries and/or affiliated companies, or concerning clients of AOLA, its subsidiaries and/or affiliated companies and services rendered by AOLA, its subsidiaries and/or affiliated companies to such clients is hereinafter collectively referred to as "Confidential Information."


For the purposes of this agreement, Confidential Information shall also mean any information relating to or disclosed in the course of the Agreement, which is or should be reasonably understood to be confidential of proprietary to AOLA, its subsidiaries and/or affiliated companies, including, but not limited to, the material terms of this Agreement, information about AOLA Members (e.g., AOLA Member names, screennames, addresses or other identifying information), technical processes and formulas, source codes, product designs, sales, cost and other unpublished financial information, product and related business plans, projections, and marketing data. The provisions of this paragraph shall not apply to Confidential Information that has, through no fault of Consultant, become public knowledge. As used herein, "AOLA Member" shall mean authorized users of the AOLA Network, including any sub-accounts using the AOLA Network under an authorized master account.


NON-DISCLOSURE. Consultant agrees that, except as directed by AOLA or as permitted in this Paragraph, Consultant will not at any time during or after the term of this Agreement disclose any Confidential Information to any person, or permit any person to examine and/or make copies of any reports or any documents prepared by Consultant or that come into Consultant's possession or under Consultant's control by reason of Consultant's services, and that upon termination of this Agreement, Consultant will turn over to AOLA all documents, papers, and other matter in Consultant's possession or under Consultant's control that contain or relate to such Confidential Information. Notwithstanding the foregoing, Consultant may disclose Confidential Information to its Assistants when reasonably necessary to perform the Consulting Services; provided that, (i) such Assista
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