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Consulting and Non-competition Agreement

This is an actual contract by American Bankers Insurance Group.

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Sectors: Insurance
Governing Law: Florida, View Florida State Laws
Effective Date: January 15, 1999
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CONSULTING AND NONCOMPETITION AGREEMENT


THIS AGREEMENT ("Agreement") is made by and between American Bankers Insurance Group, Inc., a Florida corporation (the "Company") and R. Kirk Landon (the "Consultant");


WHEREAS, the Company desires to engage the services of the Consultant, a director, stockholder and former officer of the Company, and to enter into an agreement embodying the terms of such engagement; and


WHEREAS, the Consultant desires to accept such engagement and enter into such agreement;


NOW, THEREFORE, in consideration of the promises and the mutual promises and covenants herein contained, the parties hereto mutually agree as follows:


1. CONSULTING ARRANGEMENT. The Company hereby engages the Consultant for the term and upon the terms and subject to the conditions hereinafter set forth. The Consultant hereby accepts such engagement. The parties acknowledge and agree that, for all purposes under and in connection with this Agreement, the Consultant shall be deemed an independent contractor and not an employee of the Company.


2. TERM. The Company shall retain the Consultant for the term of one (1) year from the date of the termination of his employment with the Company ("the "Minimum Term"). Following the expiration of the Minimum Term, the Consultant's retention by the Company shall continue only upon written agreement by both parties.


3. DUTIES. During the term of this Agreement, the Consultant shall be an independent contractor to the Company. The Consultant's duties include: (a) consulting with officers of the Company upon their request during regular business hours, and (b) promoting the goodwill of the Company by being available to attend and attending insurance-related conferences and functions as a representative of the Company. The Consultant shall devote only such time and attention to the business of the Company as may be reasonably necessary to perform the Consultant's duties under this Agreement, up to a maximum of 20 hours per month.


4. COMPENSATION. As compensation during the Minimum Term of this Agreement, the Company shall pay the Consultant, and the Consultant shall accept, the consulting fee of $1,035,000 to be paid in equal monthly installments on the fifteenth (15th) day of each month during the Minimum Term.


5. EXPENSES. The Consultant is authorized to incur reasonable business expenses in performing services under this Agreement. The Company shall promptly reimburse the Consultant for such expenses upon presentation of an itemized expense statement together with


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supporting vouchers therefor and such other information as the Company may from time to time reasonably require.


6. PROPRIETARY PROPERTY; CONFIDENTIAL INFORMATION.


(A) PROPRIETARY PROPERTY. The term "Proprietary Property" includes any and all ideas, creations, developments, improvements, inventions, trade secrets, patents, copyrights, trademarks, trade names, logos, processes, computer programs, databases, spread sheets, documentation, models, methodologies, strategies, material works of authorship, know-how and methods of applying and putting into practice any such items that are created, developed or discovered by or for the Company or are acquired or licensed on a proprietary basis by the Company from others. Proprietary Property does not include proprietary technical information generally known in the business in which the Company operates, even if disclosed to the Consultant or known or developed by the Consultant as a consequence of or through the Consultant's performance of services hereunder.


(B) CONFIDENTIAL INFORMATION. The term "Confidential Information" includes any and all information which relates to the Company's products and services (including their development, marketing and sale), the financial, marketing and other aspects of the Company's operations, and the intellectual property and business and other rights which it owns, licenses or otherwise has the right to use, which is not generally known outside the Company (other than to the Company's customers or suppliers or other third parties in connection with their business with the Company) and which is disclosed or accessible to or known or developed by the Consultant as a consequence of or through the Consultant's performance of services hereunder or prior performance of services for the Company. It includes, but is not limited to, memoranda, files, books and records, financial and accounting methodologies, catalogs, lists of customers or prospects, price lists, advertising and promotional materials, packaging design, business plans, operating policies and manuals, internal controls, policies, procedures and guidelines, and other business information and records used in the conduct of business (whether in tangible - including written documents, magnetic tapes, disks or other media - or intangible form), agreements and understandings between the Company and third parties, and trade secrets, software and other licenses, s
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