EXHIBIT 10.1
CONSULTING AGREEMENT
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THIS AGREEMENT is entered into effective April 30, 2000 between SITEL
Corporation, a Minnesota corporation, 111 South Calvert Street, Suite 1900,
Baltimore, Maryland 21202 ("SITEL"), and DreamField Partners, Inc., a Nebraska
corporation, 1004 Farnam Street, Suite 204, Omaha, Nebraska 68102
("Consultant").
THE PARTIES AGREE AS FOLLOWS:
1. Retention as Consultant. SITEL retains Consultant to provide, and
Consultant agrees to provide, consulting and advisory services to SITEL as
reasonably requested by SITEL, with Consultant's time commitment hereunder
anticipated to be the equivalent of two days per month. Consultant will involve
the personal services of its Chairman, Bill L. Fairfield, in providing
Consultant's services under this Agreement. SITEL acknowledges that Consultant
has other business, community and personal commitments and responsibilities and
confirms that reasonable efforts will be made so that Consultant can provide
these services at times which are not in conflict with Consultant's other time
commitments and responsibilities.
2. Compensation for Services. SITEL shall pay Consultant $5,000 per month,
in arrears, at the end of each calendar month during which this agreement is in
effect; such compensation shall be prorated for any partial calendar month in
which this agreement begins or terminates.
3. Expenses. SITEL also shall pay, or reimburse Consultant for, all
reasonable business expenses of Consultant in the performance of its services
under this agreement which are incurred and reported in accordance with SITEL's
policies and procedures.
4. Term; Termination. The term of this agreement shall begin on the
effective date hereof and continue thereafter month to month until terminated by
either party at any time upon 30 days written notice.
5. Confidential Information. During the term of this agreement and
thereafter, Consultant agrees to safeguard all confidential information it
receives from SITEL, to use such confidential information solely for the
advancement of SITEL's interests, and to disclose such information only to those
persons who are required to have such information in connection with their work
for SITEL and to other persons only as may be expressly authorized by SITEL in
writing. Confidential information includes, without limitation: financial
reports and information; management reports; business forecasts; strategic
planning and marketing information; training manuals; pricing information;
personnel and salary information; client lists and information; and contracts
with (and confidential information of) clients, business partners, suppliers and
others. Confidential information does not include any information which has
become known generally to the public (other than as a result of unauthorized
disclosure by Consultant or others who are under confidentiality obligations to
SITEL). Upon SITEL's request following termination of this agreement, Consultant
will promptly return to SITEL all materials containing confidential information
within its possession or control which SITEL furnished him during the term of
this agreement.
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6. Independent Contractor. This is an independent contractor arrangement
and not an employment arrangement. Consultant is not and shall not be considered
an agent, employee, joint venturer, or partner of SITEL by virtue of this
consulting arrangement. Consultant shall have no authority to contract for or
bind SITEL in any manner and shall not represent himself as an agent of SITEL or
as otherwise authorized to act for or on behalf of SITEL by virtue of this
consulting arrangement.
7. Assignment. This is an agreement for personal services and shall not be
assignable by Consultant. This agreement shall bind and benefit SITEL and
Consultant and their respective successors and permitted assigns.
8. Governing Law. This agreement is governed by Maryland law.
9. Entire Agreement. This agreement expresses the parties' entire agreement
regarding the consulting services to be provided by Consultant.
SITEL CORPORATION
By: /s/ Phillip A. Clough
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Phillip A. Clough
Chief Executive Officer
DREAMFIELD PARTNERS, INC.
By: /s/ Bill L. Fairfield
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Bill L. Fairfield
Chairman
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