Document Edod91bjJEEMK5Nv8Dn7o8mvb

/ W' ' ^*7 ^ Wolk-Hoydel Contract for 1967 } lit * 2 ETC 04245' ETHYL CORPORATION \ INTER-OFFICE To \ Mr. W. D. Gottwald Address Ri chmond From \ D. B. Crawford Subject Engineering Service Contracts for 1968 Address Date Baton Rouge February 28, 1968 Enclosed are originally signed copies of three contracts for engineer ing services through December 31, 1968. These are with Barnard* and Buik^h)U6~^tIIala^rporettoo^ohreLvakoweTy*ondaAssociate>>gond Walk. Haydel and Associates, Inc. The usual support letters are attached. h\ Attachments cc: Mr. J. W. Fleniken Mr. C. A. Kyle Mr. G. S. Roberts D. B. Crawford E7KYL -1 !?33 ci ^ - .... ,L w * W. D GOTV;.'ALD F-08906. t* ETC 04246 Mr. V>. 0* Goftwold D. t. Crawford ne!nering Sorvteo Contexts far IMS wH UdwMAd Icton Roup* Fotavory 2Sf 196S Enclosed arm originally signed capias of three contracts for mqIrm^ lag tvioe* through Drcswbar 3!# IMS. TIxm am with Barnard end Ink Industrial Corporation; John U lawary end Associates; end Vrolk, Hoydel end AoKloto, fate. The imel Mpport latter* am aHechad. M Altodvacnti cct Mr. J. . HmSoa Mr. C. A.. Kyi# Mr. C. S. Roberts bcci Mr. 1. A. Hobart D. t. Crawford F -08*90 7 ETC 04247 WALK, HAYDEL ASSOCIATES, INC. ocsisn and engineering supervision Of INDUSTRIAL FACILITIES COMPLETE PLANTS ADDITIONS MODERNIZATIONS ENGINEERING CONSULTANTS AND DESIGNERS NEW ORLEANS, LOUISIANA, U. S. A. February 2, 1968 ' FACILITIES EVALUATIONS ECONOMIC SURVEYS AND REPORTS MAIN OFFICES 7T6E2LEBPAHROONNENESOSMT*R5E2E9T*271031313 CONFIDENTIAL Ethyl Corporation Engineering Department P. O. Box 341 Baton Rouge, Louisiana Attention: Mr. L. A. Hebert Gentlemen: In accordance with a telephone discussion with Mr. L. A. Hebert of today, we enclose herewith two (2) signed copies of contract under which our firm will furnish engineering and drafting services to Ethyl during the calendar year 1968. In connection with this contract, it is our understanding that release of our employees assigned to serve Ethyl at any time during the year 1968 would be limited to no more than three (3) per week, unless we were able to agree that a more accelerated release would not require us to terminate the employment of some of such individuals. If this understanding is correct, please so indicate by signing one copy of this letter and returning it to us. Our forwarding of these signed copies of the contract had been previously held up pending our receipt from Ethyl of letter covering the above mentioned mat ter. This was discussed with Mr. V. O. Mitchell on November 22, 1967. Sincerely yours, WALK, HAYDEL & ASSOCIATES, INC. FHW:sji Enclosures F. H. Walk The above mentioned understanding concerning release of personnel is correct: ETHYL CORPORATION By: Date: F-08908 ETC 04248 WALK, HAYDEL ASSOCIATES, INC. ENGINEERING CONSULTANTS AND DESIGNERS OtSiQ* ARO CN0IMCCRIN6 SUPERVISION or INOUSTRlAt fAClLlTlES COMPLETE PLANTS AODlT IONS MODERNIZATIONS NEW ORLEANS, LOUISIANA, U. S. A. February 2, 1968 FACILITIES EVALUATIONS ECONOMIC SURVEYS ANO REPORTS MAIN o rriCES 762 BARONNE STREET 7010 TELEPHONE 504* 529`2133 CONFIDENTIAL Ethyl Corporation Engineering Department P. O. Box 341 Baton Rouge, Louisiana Attention: Mr. L. A. Hebert Gentlemen: In accordance with a telephone discussion with Mr. L. A. Hebert of today, we enclose herewith two (2) signed copies of contract under which our firm will furnish engineering and drafting services to Ethyl during the calendar year 1968. In connection with this contract, it is our understanding that release of our employees cssigned to serve Ethyl at any time during the year 1968 would be limited to no more than three (3) per week, unless we were able to agree that a more accelerated release would not require us to terminate the employment of some of such individuals. If this understanding is correct, please so indicate by signing one copy of this letter and returning it to us. Gur forwarding of these signed copies of the contract hod been previously held up pending our receipt from Ethyl of letter covering the above mentioned mat ter. This was discussed with Mr. V. O. Mitchell on November 22, 1967. Sincerely yours WALK, HAYDEL & ASSOCIATES, INC FHV\ ;sji Enclosures F. H. Walk The above mentioned understanding concerning release of personnel is correct: ETHYL CORPORATION By:___________________ Date: E-08909 ETC 04249 THIS AGREEMENT made and entered into this ^- day of 1967 by and between ETHYL CORPORATION, a corporation of the State of Virginia, duly authorized to transact business in the State of Louisiana (herein after referred to as "ETHYL"), and WALK, HAYDEL & ASSOCIATES, INC., a corporation of the State of Louisiana, with offices in the City of Baton Rouge, Louisiana and the City of New Orleans, Louisiana (hereinafter referred to as "CONTRACTOR"). WITNESSETH WHEREAS, Ethyl, in connection with its present construction program has need of the services of engineers and other personnel to assist in the engineering work and supplement its own general engineering staff; and, WHEREAS, Contractor represents to Ethyl that it is in a position to furnish engineering services to Ethyl by assigning its personnel to work in conjunction with Ethyl's engineering staff at Baton Rouge, such services to consist of furnishing i mechanical. development draftsmen, designers and engineers; mechanical, piping, structural, and electrical draftsmen, designers, and engineers; project engineers, specification engineers, and if requested, a design leader and/or squad leaders, estimators, "material take-off" personnel, inspectors, and model builders; and further represents that it is in a position to furnish engineering services to Ethyl at Contractor's offices. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, it is agreed by Contractor and Ethyl as follows: F_0891.0 ETC 04250 2 1. Contractor will make available to Ethyl on a full-time basis the number and classification of engineering personnel that Ethyl from time to time designates it requires to provide the engineering services which are to be performed in conjunction with Ethyl's Baton Rouge engineering staff. Ethyl shall have the right to increase or reduce its prior designation at any time provided that, in the event Ethyl reduces its requirement for Contractor's engineering personnel without giving a two week prior notice. Ethyl will pay Contractor an amount of money equal to two weeks' straight time salary (as approved pursuant to Article 4 hereof) for each Contractor employee who as a result of such reduction no longer performs services hereunder, except and unless said Contractor employee continues in the employ of Contractor. 2. During all such times as Contractor supplies engineering personnel assistance to Ethyl in accordance with Article 1, should Ethyl so request, it shall designate one of its employees furnished hereunder as "Design Leader." Said Design Leader shall be in charge of and responsible for the direction and coordination of work of the squad leaders and mechanical, piping, structural, and electrical draftsmen and designers furnished. The Design Leader shall also be in general charge of the project engineers, design engineers, specification engineers, development draftsmen and designers, estimators, mate rial take-off personnel, inspectors, and model builders furnished and may or may not be E-08911 ETC 04251  3. Contractor's representative in all matters pertaining to this contract. During periods when Ethyl does not desire the services of a resident "Design Leader," Contractor shall designate one employee to handle necessary work hours reports, etc., required for payroll and billing computations, etc. So long as the work is being performed in Ethyl's office the overall direction and coordination of the work performed by Contractor's personnel under terms of this contract shall, however, be the responsibility of Ethyl, whether or not a resident "Design Leader" is furnished by Contractor. For projects that may be assigned to Contractor on a full responsibility basis, refer to Article 8 hereof. 3. It is distinctly understood and agreed that at all times during the continuance of this contract Contractor shall, for all purposes, be deemed and considered an independent contractor and any and all engineering personnel furnished hereunder by Contractor shall, for any and all purposes, be deemed and considered employees of Contractor-and not of Ethyl. 4. Prior to Contractor assigning any of its engineering personnel for services under the terms of this, contract, it shall submit the employee's qualifications to Ethyl in writing and shall advise Ethyl of his salary, said qualifications and salary to be subject to Ethyl's approval. Ethyl reserves the right to request interviews F-08917 ETC 04252 4. with prospective assignees prior to acceptance of these assignees under the terms of Article 1 . Any increases in salaries given by Contractor to employees assigned to Ethyl must have Ethyl's prior approval if such increases are to be billed to Ethyl. Contractor will remove from the performance of such service any of its employees whom Ethyl requests to be removed by reason of said employee failing to perform in a satisfactory manner the services for which he was supplied, or for any other just cause. 5. All Contractor personnel furnished to perform services under the terms of th..? contract will be required to work a minimum of eight (8) hours per day for five (5) days per week, except for holidays, vacations, etc., as provided herein. Any work in excess of forty (40) hours in any one work-week shall be performed only with the consent and prior approval of Ethyl. 6. Ethyl agrees to provide Contractor personnel assigned to perform services under the terms of Article 1 of this contract with the working facilities deemed necessary by Ethyl (to include desks, drafting tables, chairs, and drafting machines, parallel bars or T-squares), but Ethyl will not furnish personal drafting tools. Such personal tools are to be supplied by Contractor or by its employees at Contractor's election. F-08913 ETC 04253 0. 7. As full compensation to Contractor for services rendered, performed, and furnished under Article 1 of this contract, Ethyl agrees to: (a) Reimburse Contractor the total amount of all salaries which it has paid on the basis of a forty hour straight time work-week for time actually worked, to the personnel performing services under this agreement; (b) Reimburse Contractor for that portion of total salaries which it has paid to personnel performing services under this agreement for work actually performed in excess of forty hours per week in accordance with the following: Such reimbursement will be the employee's straight time rate multiplied by the number of hours worked, except that when Contractor by reason of the Wage and Hour Law or area practice is required to pay time and one-half for hours worked in excess of forty hours per week, Ethyl will reimburse Contractor for hours worked in excess of forty hours per week at one and one-half the employee's straight time rate multiplied by the number of overtime hours worked; (c) . Pay Contractor to cover its profit, overhead, insurance, employment taxes, and all other costs, a fee equal to fifty per centum (50%) of straight time pay rate for all hours actually worked, including those in excess of forty hours per week. No fee shall be paid on the premium portion of overtime rates; (d) In computing salaries under paragraph 7(a), provided an employee of Contractor has performed services hereunder on Ethyl's regularly scheduled work day immediately before and immediately after a holiday, services will be considered to have been performed hereunder and Ethyl will reimburse a salary for eight hours F-08914 ETC 04254 6. of straight- time work, on all days which are officially designated as Ethyl Baton Rouge holidays. If said holiday occurs during a scheduled vacation, or bona-fide illness, the requirement for performance of work by the employees on Ethyl's regularly scheduled work days immediately before and immediately after the holiday will be waived, provided said scheduled work days likewise occur during the scheduled vacation, or bona-fide illness. The employee will be required to work the scheduled work day immediately before or after the holiday when such work days do not occur during the scheduled vacation or bona-fide illness. The term "scheduled vacation" shall be defined as a vacation period approved by Ethyl at least three weeks in advance of the first day in the vacation period. This requirement is particularly important when the vacation period includes, or is adjacent to on either end, one or more holidays. . The term "bona-fide illness" shall be defined as illness confirmed by hospitali zation or a doctor's signed statement. In computing overtime pay for those employees of Contractor who are paid for hours in excess of forty hours per week at the rate of time and one-half, by reason of the Wage and Hour Law or area practice, the following shall be observed: "Holiday hours, payment for which said employee of Contractor has earned by working in accordance with the requirements of this section (Section 7), hours absent due to bona-fide illness, military leave, jury duty, and scheduled vacation hours shall be considered as hours worked in deter mining total hours worked in a given week. The sole purpose of this F-0891B ETC 04255 /. paragraph is to establish the basis for reimbursement by Ethyl of payment of premium overtime during weeks which contain holiday(s), scheduled vacations/ military leave, jury duty, or periods of bona-fide illness. Work in excess of eight hours in a given day does not in itself constitute 'overtime'." Salaries paid by Contractor to its employees on other than official Ethyl Baton Rouge holidays will not be reimbursed by Ethyl. If a Contractor employee has performed services hereunder on the regularly scheduled work day immediately preceding and immediately following any officially designated holiday and, in addition, actually performs services on the specified holiday itself. Ethyl in addition to reimbursing the hoiiday time presumed to have been worked, will reimburse a salary for such hours actually worked equivalent to the employee's straight time rate of pay, but in computing fee thereon such hours will be considered as overtime. For those employees who are normally paid at the rate of time and one-half for hours in excess of forty per week, the hours actually worked on the holiday will be counted in determining total hours worked in the week. Straight time fee of fifty per centum (50%) will apply to holiday time presumed to have been worked. (e) Sums due under this Article 7 will be paid by Ethyl within ten (10) days after audit and review by Ethyl of itemized semi-monthly invoices submitted by Contractor. E-0891 8 ETC 04256 8. 8. (a) Contractor will also perform work for Ethyl at Contractor's offices, assuming overall project responsibility as requested; furnishing all supervision, direction, coordination, materials and supplies required; and such engineering design, drafting, consulting engineering, field surveying and related services as are requested by Ethyl. When Ethyl avails itself of such services, it shall pay Contractor for the services the sum of the current fixed hourly rates as on file in Ethyl's office. (b) Tracing cloth (or paper) and other standard Ethyl forms will be furnished by Ethyl without charge to Contractor. Cost of drawing prints and other reproduction expense will be reimbursable to Contractor. (c) Sums due under this Article 8 will be paid by Ethyl within ten (10) days after receipt by Ethyl of itemized invoices submitted by Contractor at the end of each month. 9. All engineering and other personnel in the employ of Contractor shall, at all times while on Ethyl's premises, be subject to the rules and regulations of Ethyl with regard to safety and will confine themselves to areas designated by Ethyl. 10. During all times this agreement is in effect, Contractor will carry the following forms of insurance at its own expense, said insurance to be arranged in the name of Contractor and in the name of Ethyl Corporation as respective interests may appear. F-08917 ETC 04257 9. (a) Workmen's Compensation and Employer's Liability Insurance shall be taken out and maintained in accordance with the Workmen's Compensation Law of the State of Louisiana, including occupational disease coverage and medical reimbursement, covering all employees working at, on, or away from the premises in the performance hereof. In addition. Employer's Liability insurance with limits of at least $100,000 per person and $100,000 aggregate with respect to all claims during each policy period, shall be carried to cover disease and injuries not covered under the Workmen's Compen sation Law. (b) Comprehensive General Liability and Contingent Liability Insurance shall be taken out and maintained to cover Contractor against any Public Liability and/or Property Damage claim that might arise from the operation hereof regardless of whetr-r such operations be by Contractor or Subcontractor or any persons directly or indirectly employed by them. Such insurance shall be for an amount not less than $100,000 to cover injury or death of each person and not less than $500,000 to cover all persons sustaining injury or death as a result of each occurrence and for not less than $100,000 to cover loss or damage to property resulting from each accident. The Comprehensive Liability policy shall be endorsed so that wherever the word "accident" appears with respect to bodily injury liability, it will be changed to read "occurrence." Such insurance shall not exclude injury to or destruction of wires, conduits, mines, sewers, or other similar property or appurtenances or any apparatus in connection therewith below the surface of the ground nor shall such insurance exclude blasting, explosion, or collapse. -08918 ETC 04258 10. (c) Automotive Public Liability and Property Damage Insurance shall be taken out and maintained to cover the interests of Contractor against any public liability or property damage claims arising from the operation of motor vehicles in performance of the work under this contract, whether such operation be by Contractor or Subcontractor or any persons directly or indirectly employed by them. The amount of such insurance shall not be less than $100,000 for injury including death to any person and not less than $500,000 to cover injury to all persons in any one accident. Property damage insurance shall be for an amount not less than $50,000 per accident. (d) Insurance Certificates - Two copies of the insurance certificates attesting to the fact that the above insurance is in effect shall be filed with Ethyl Corporation, attention Insurance Coordinator, Box 341, Baton Rouge, Louisiana 70821 prior to the commencement of work under this agreement. All certificates must include the following clause: "It is agreed that a ten (10) day notice of cancellation or any material change in these policies will be given to Ethyl Corporation, Attention Insurance Coordinator, Box 341, Baton Rouge, Louisiana 70821 as evidenced by return receipt of registered mail." Contractor shall on request permit an authorized agent of Ethyl to examine the original copies of any and all insurance policies issued in compliance with the above requirements. 11. During the continuance of this contract. Contractor will comply with and make all payments required by all applicable laws, rules, regulations, and orders of the Federal, State and local Governments, regulating and in regard to the employment of P-089'19 ETC 04259 its employees in the performance thereof. Contractor indemnifies and holds Ethyl harmless from and against any and all losses and damages Ethyl may suffer and sustain arising from and resulting from its default in effecting such compliance or making such payments. n. 12- In the performance of the work authorized hereunder. Ethyl will from time to time-release to Contractor and its personnel certain drawings, tracings, and other information and "know-how" which are required in connection with the work. Contractor hereby agrees that all information and "know-how" released to it by Ethyl hereunder, whether in the form of drawings or tracings or otherwise, wili be held confidential and will not be made known to others without Ethyl's written consent. All tracings, prints, specifications, etc., prepared by Contractor and all drawings, tracings, prints, and other information furnished to Contractor by Ethyl or others for the work authorized hereunder are to be the exclusive property of Ethyl and are to be turned over to Ethyl upon completion of the work authorized hereunder. Contractor agrees to use reasonable care in the selection and assignment of personnel for the work authorized hereunder and to take proper precautions to avoid the unauthorized dissemination of information and "know-how" acquired from Ethyl or developed by Contractor during the prosecution thereof and relating thereto. All inventions and discoveries relating to the manufacture of tetraethyllead or intermediate products used therein or to any matter in which Ethyl may have or may F-08920 ETC 04260  12. develop on interest made or conceived by personnel of Contractor while engaged in the performance of work authorized hereunder or resulting from information and "know-how" acquired while engaged in the performance of work hereunder shall be the sole and absolute property of Ethyl and shall be assigned to Ethyl without further consideration. If any person employed by Contractor, in the performance of work hereunder makes a discovery or invention relating to the manufacture of tetraethyllead or inter mediate products used therein or to any matter in which Ethyl may have or may develop an interest. Contractor will make the fact of such discovery known to Ethyl as soon as it becomes known to Contractor. Contractor further agrees to request and use Its best efforts in securing patent assignments to Contractor by its employees who perform seivices on work authorized herein, and agrees to assign to Ethyl any rights which Contractor might have to any invention or discovery under the above conditions. The application for letters patent shall be made at the expense of Ethyl. Contractor will secure from each person employed by it in the performance of work hereunder an agreement as follows: To Walk, Haydel & Associates, Inc.: "In consideration of the remuneration paid me by Walk, Haydel & Associates, Inc., and in consideration, as a separate and sufficient compensation, of the information to be imparted to me and of the contacts, facilities, and methods of solution which will be available to me while in the employ of Walk, Haydel & Associates, Inc., and assigned by it to work on assignments given to my employer by the Ethyl Corporation, I hereby agree: E-08921 ETC 13. "That any inventions or discoveries, or improvements, whether patentable or unpatentable, conceived by me or made in whole or in part by me during my employ ment with Walk, Haydel & Associates, Inc., and relating in any manner to any assignments given to my employer by Ethyl shall become the absolute property of Walk, Haydel & Associates, Inc.; "That 1 will keep such proper records as I may be directed by my supervisor, and all records and all notebooks kept by me relating to the subject of this agreement, whether or not directed by my superior are the property of Walk, Haydel & Associates, Inc.; "That during the period of my employment and for a period of ten years there after I will not use for myself or others or divulge to anyone other than those in Walk, Haydel & Associates, Inc., who are assigned to the same work as myself or others designated by my superior, any trade secrets and any secret or confidential information, "know-how," or data of Ethyl Corporation which may become known to me as a result of my employment, unless authorized by Ethyl Corporation, in writing, and I will use particular care to insure that such information, "know-how" and data does not become known to those who are engaged in activities competitive with those of Walk, Haydel & Associates, Inc. or Ethyl Corporation. I understand that much of the information I acquire as a result of my employment should, under no circumstances, be disclosed to others outside Ethyl Corporation and Walk, Haydel & Associates, Inc. There will also be much information that is marginal, and I recognize that it is difficult to draw an exact line of distinction in writing, although as a general rule it may be said that any unpublished information is secret and confidential. In those cases where doubt arises, I will obtain permission from Walk, Haydel & Associates, Inc., and F-089?? ETC 04262 14. Ethyl Corporation before using or divulging the information in question to others outside Walk, Haydel & Associates, Inc. "That I will execute patent applications, domestic and foreign, and proper assignments and perform all other acts which Walk, Haydel & Associates, Inc. may reasonably require of me to vest in it all rights herein conveyed, said Walk, Haydel & Associates, Inc. bearing all reasonable expenses incurred by me at its request in connection therewith. "This agreement supersedes all previous arrangements, agreements, or under standing, verbal or in writing, between me and Walk, Haydel & Associates, Inc. regard ing its subject-matter." "Place "Date Employee II 13. The term of this agreement shall be for a period of twelve (12) months commencing on the 1st day of January, 1968, and extending through December 31, 1968. Ethyl shall have the right to cancel this agreement at any time by giving Contractor sixty (60) days' written notice of such cancellation. Ethyl and Contractor each bind themselves, their successors, executors, adminis trators, and assigns to the other parties to this agreement and to the successors, executors. C-08933 ETC 04263 15. administrators, and assigns of such other party in respect to all covenants, conditions, and provisions of this agreement. Except as above, neither Ethyl nor Contractor shall assign, sublet, or transfer their interest in this agreement without the written consent of the other. THUS DONE, ENTERED INTO, AND SIGNED in the presence of the witnesses whose names are subscribed opposite each respective signature as of the day and year first above written. WALK, HAYDft. & ASSOCIATES, INC. By ETHYL CORPORATION v G. S. Roberts / Chief Engineer E-08924 ETC 04264 UJ'hi' Mr. Vi. D. Gettwoid D. 8. Crawford Engineering Service Coninctt for 1968 Richmond Baton Rouge February 28, 1968 Enclosed are originally signed copies of twee contracts for engineerIng services through Decenfeer 31, 1968. These ore with Bomcrd end Burk industrial Corporation; John L. Lowery and Associates; and V<dk, Haydet and Associates, Inc. The usual support letters use attached. /*! Attachments cct Mr. J. W. Fienlken Mr. C. A. Kyle Mr. G. S. Roberts bcc: Mr. L. A. Hebert D. B. Crawford F-089:?5 ETC 04265 ETHYL CORPORATION Advice of Contract Clearance Division or DepartmentEngineering Contract Date 11/23/67 Location Baton Rouge Contract Number (If any) Contractor (Individual or Corporation) Walk, Haydel & Associates. Inc. Description (Brief Outline) Contract covers engineering, drafting, and other services. A. Reviewed and Cleared by: Law Patent (if required) Finance: Tax Insurance Cash Control Name or Initial Date --Thrs-con tract-does -not-require -specific clearance under Section V of Contract-Procedure-,--since-it is a-"standard" or "simple, routine" contract. /$ J. Div. or Dept. Contract * Administrator^ Initials J? - 3 Date Note: After clearance has been completed, the department or division contract administrator will forward this form attached to the appli cable contract to the Corporate Contract Administrator for his records. F-089r'6 ETC 0426G / WALK, HAYDEL ASSOCIATES, INC. ftCSlON AND CNOINtCNINC SUPERVISION Of WOUSTRUL FACILITIES COMPLETE PLANTS AOOlTlONS MOOERNlZATtONS ENGINEERING CONSULTANTS AND DESIGNERS NEW ORLEANS, LOUISIANA, U. S. A. February 2, 1968 facilities evaluations ECONOMIC SURVEYS ANO REPORTS main ornces 762 BARONNE STREET 70113 TELEPHONE S04-S2S-EI33 CONFIDENTIAL Ethyl Corporation Engineering Department P. O. Box 341 Baton Rouge, Louisiana Attention: Mr. L. A. Hebert Gentlemen: In accordance with a telephone discussion with Mr. L. A. Hebert of today, we enclose herewith two (2) signed copies of contract under which our firm will furnish engineering and drafting services to Ethyl during the calendar year 1968. In connection with this contract, it is our understanding that release of our employees assigned to serve Ethyl at any time during the year 1968 would be limited to no more than three (3) per week, unless we were able to agree that o more accelerated release would not require us to terminate the employment of some of such individuals. If this understanding is correct, please so indicate by signing one copy of this letter and returning it to us. Our forwarding of these signed copies of the contract had been previously held up pending our receipt from Ethyl of letter covering the above mentioned mat ter. This was discussed with Mr. V. O. Mitchell on November 22, 1967. Sincerely yours, WALK, HAYDEL & ASSOCIATES, INC. FHW:sji Enclosures The above mentioned understanding concerning release of personnel is correct: ETHYL CORPORATION By: Data: ^\ A SS F-08927 KT< H 4 2 ri 7 THIS AGREEMENT made and entered into this ^2 5 day of 1967 by and between ETHYL CORPORATION, a corporation of the State of Virginia, duly authorized to transact business in the State of Louisiana (herein after referred to as "ETHYL"), and WALK, HAYDEL & ASSOCIATES, INC., a corporation of the State of Louisiana, with offices in the City of Baton Rouge, Louisiana and the City of New Orleans, Louisiana (hereinafter referred to as "CONTRACTOR"). WITNESSETH WHEREAS, Ethyl, in connection with its present construction program has need of the services of engineers and other personnel to assist in the engineering work and supplement its own general engineering staff; and, WHEREAS, Contractor represents to Ethyl that it is in a position to furnish engineering services to Ethyl by assigning its personnel to work in conjunction with Ethyl's engineering staff at Baton Rouge, such services to consist of furnishing mechanical.development draftsmen, designers and engineers; mechanical, piping, structural, and electrical draftsmen, designers, and engineers; project engineers, specification engineers, and if requested, a design leader and/or squad leaders, estimators, "material take-off" personnel, inspectors, and model builders; and further represents that It is in a position to furnish engineering services to Ethyl at Contractor's offices. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, it is agreed by Contractor and Ethyl as follows: F -089?8 ETC 04268 2 1. Contractor will make available to Ethyl on a full-time basis the number and classification of engineering personnel that Ethyl from time to time designates it requires to provide the engineering services which are to be performed in conjunction with Ethyl's Baton Rouge engineering staff. Ethyl shall have the right to increase or reduce its prior designation at any time provided that, in the event' Ethyl reduces its requirement for Contractor's engineering personnel without giving a two week prior notice. Ethyl will pay Contractor an amount of money equal to two weeks' straight time salary (as approved pursuant to Article 4 hereof) for each Contractor employee who as a result of such reduction no longer performs services hereunder, except and unless said Contractor employee continues in the employ of Contractor. 2. During all such times as Contractor supplies engineering personnel assistance to Ethyl in accordance with Article 1, should Ethyl so request, it shall designate one of its employees furnished hereunder as "Design Leader." Said Design leader shall be ?n charge of and responsible for the direction and coordination of work of the squad leaders and mechanical, piping, structural, and electrical draftsmen and designers furnished. The Design Leader shall also be in general charge of the project engineers, design engineers, specification engineers, development draftsmen and designers, estimators, mate rial take-off personnel, inspectors, and model builders furnished and may or may not be F-0B999 ETC 04269 Contractor's representative in all matters pertaining to this contract. During periods when Ethyl does not desire the services of a resident 11 Design Leader," Contractor shall designate one employee to handle necessary work hours reports, etc., required for payroll and billing computations, etc. So long as the work is being performed in Ethyl's office the overall direction and coordination of the work performed by 0 Contractor's personnel under terms of this contract shall, however, be the responsibility of Ethyl, whether or not a resident "Design Leader" is furnished by Contractor. For projects that may be assigned to Contractor on a full responsibility basis, refer to Article 8 hereof. 3. It is distinctly understood and agreed that at all times during the continuance of this contract Contractor shall, for all purposes, be deemed and considered an independent contractor and any and all engineering personnel furnished hereunder by Contractor shall, for any and all purposes, be deemed and considered employees of Contractor-and not of Ethyl. 4. Prior to Contractor assigning any of its engineering personnel for services under the terms of this contract, it shall submit the employee's qualifications to Ethyl in writing and shall advise Ethyl of his salary, said qualifications and salary to be subject to Ethyl's approval. Ethyl reserves the right to request interviews F-089^0 etc 04270 with prospective assignees prior to acceptance of these assignees under the terms of Article 1 . Any increases in salaries given by Contractor to employees assigned to Ethyl must have Ethyl's prior approval if such increases are to be billed to Ethyl. Contractor will remove from the performance of such service any of its employees whom Ethyl requests to be removed by reason of said employee failing to perform in a satisfactory manner the services for which he was supplied, or for any other just cause. 5. All Contractor personnel furnished to perform services under the terms of this contract will be required to work a minimum of eight (8) hours per day for five (5) days per week, except for holidays, vacations, etc., as provided herein. Any work in excess of forty (40) hours in any one work-week shall be performed only with the consent and prior approval of Ethyl. 6. Ethyl agrees to provide Contractor personnel assigned lo perform services under the terms of Article 1 of this contract with the working facilities deemed necessary by Ethyl (to include desks, drafting tables, chairs, and drafting machines, parallel bars or T-squares), but Ethyl will not furnish personal drafting tools. Such personal tools are to be supplied by Contractor or by its employees at Contractor's election. F-08931 ETC 04271 7. As full compensalion to Contractor for services rendered, performed, and furnished under Article 1 of this contract, Ethyl agrees to: (a) Reimburse Contractor the total amount of all salaries which it T>as paid on the basis of a forty hour straight time work-week for time actually worked, to the personnel performing services under this agreement; (b) Reimburse Contractor for that portion of total salaries which it has paid to personnel performing services under this agreement for work actually performed in excess of forty hours per week in accordance with the following: Such reimbursement will be the employee's straight time rate multiplied by the number of hours worked, except that when Contractor by reason of the Wage and Hour Law or areo practice is required to pay time and one-ha If for hours worked in excess of forty hours per week, Ethyl will reimburse Contractor for hours worked in excess of forty hours per week at one and one-half the employee's straight time rate multiplied by the number of overtime hours worked; (c) fay Contractor to cover its profit, overhead, insurance, employment taxes, and all other costs, a fee equal to fifty per centum (50%) of straight time pay rate for all hours actually worked, including those in excess of forty hours per week. No fee shall be paid on the premium portion of overtime rates; (d) In computing salaries under paragraph 7(a), provided an employee of Contractor has performed services hereunder on Ethyl's regularly scheduled work day immediately before and immediately after a holiday, services will be considered to have been performed hereunder and Ethyl will reimburse a salary for eight hours FT --0893? ETC 04272 of straight time work, on all days which are officially designated as Ethyl Baton Rouge holidays. If said holiday occurs during a scheduled vacation, or bona-fide illness, the requirement for performance of work by the employees on Ethyl's regularly scheduled v/ork days immediately before and immediately after the holiday will be waived, provided said scheduled work days likewise occur during the scheduled vacation, or bona-fide illness. The employee will be required to v/ork the scheduled v/ork day immediately before or after the holiday v/hen such work days do not occur during the scheduled vacation or bona-fide illness. The term "scheduled vacation" shall be defined as a vacation period approved by Eihyl at least three weeks in advance of the first day In the vacation period. This requirement is particularly important v/hen .the vacation period includes, or is adjacent to on either end, one or more holidays. . The term "bona-fide illness" shall be defined as illness confirmed by hospitali zation or a doctor's signed statement. In computing overtime pay for those employees of Contractor v/ho are paid for hours in excess of forty hours per week at the rate of time and one-half, by reason of the Wage and Hour Lav/ or area practice, the following shall be observed: "Holiday hours, payment for which said employee of Contractor has earned by working in accordance with the requirements of this section (Section 7), hours absent due to bona-fide illness, military leave, jury duty, and scheduled vacation hours shall be considered as hours worked in deter mining total hours worked in a given week. The sole purpose of this F-08933 ETC 04273 paragraph is to establish the basis for reimbursement by Ethyl of payment of premium overtime during weeks which contain holiday(s), scheduled vacations, military leave, jury duty, or periods of bona-fide illness. Work in excess of eight hours in a given day does not in itself constitute 'overtime'." Salaries paid by Contractor to its employees on other than official Ethyl Baton Rouge holidays will not be reimbursed by Ethyl. If a Contractor employee has performed services hereunder on the regularly scheduled work day immediately preceding and immediately following any officially designated holiday and, in addition, actually performs services on the specified holiday itself, Ethyl in addition to reimbursing the holiday time presumed to have been worked, will reimburse a salary for such hours actually worked equivalent to the employee's straight time rate of pay, but in computing fee thereon such hours will be considered as overtime. For those employees who are normally paid at the rate of time and one-half for hours in excess of forty per week, the hours actually worked on the holiday will be counted in determining total hours worked in the t week. Straight time fee of fifty per centum (50%) will apply to holiday time presumed to have been worked. (e) Sums due under this Article 7 will be paid by Ethyl within ten (10) days after audit and review by Ethyl of itemized semi-monthly invoices submitted by Contractor. * F-08934 ETC 04274 8. 8. (a) Contractor will also perform work for Ethyl at Contractor's offices, assuming overall project responsibility as requested; furnishing all supervision, direction, coordination, materials and supplies required; and such engineering design, drafting, consulting engineering, field surveying and related services as are requested by Ethyl. When Ethyl avails itself of such services, it shall pay Contractor for the services the sum of the current fixed hourly rates as on file in Ethyl's office. (b) Tracing cloth (or paper) and other standard Ethyl forms will be furnished by Ethyl without charge to Contractor. Cost of drawing prints and other reproduction expense will be reimbursable to Contractor. (c) Sums due under this Article 8 will be paid by Ethyl within ten (10) days after receipt by Ethyl of itemized invoices submitted by Contractor at the end of each month. 9. All engineering and other personnel in the employ of Contractor shall, at all times while on Ethyl's premises, be subject to the rules and regulations of Ethyl with regard to safety and will confine themselves to areas designated by Ethyl. 10. During all times this agreement is in effect. Contractor will carry the following forms of insurance at its own expense, said insurance to be arranged in the name of Contractor and in the name of Ethyl Corporation as respective interests may appear. E-08935 ETC 04275 (a) Workmen's Compensation and Employer's Liability Insurance shall be taken out and maintained in 00001x101106 with the Workmen's Compensation Law of the State of Louisiana, including occupational disease coverage and medical reimbursement, covering all employees working at, on, or away from the premises in the performance hereof. In addition. Employer's Liability insurance with limits of at least $100,000 per person and $100,000 aggregate with respect to all claims during each policy period, shall be carried to cover disease and injuries not covered under the Workmen's Compen sation Law. (b) Comprehensive General Liability and Contingent Liability Insurance shall be taken out and maintained to cover Contractor against any Public Liability and/or Property Damage claim that might arise from the operation hereof regardless of whether such operations be by Contractor or Subcontractor or any persons directly or indirectly employed by them. Such insurance shall be for cn amount not less than $100,000 to cover injury or death of each person and not less than $500,000 to cover all persons sustaining injury or death as a result of each occurrence and for not less than $100,000 to cover loss or damage to property resulting from each accident. The Comprehensive Liability policy shall be endorsed so that wherever the word "accident" appears with respect to bodily injury liability, it will be changed to read "occurrence." Such insurance shall not exclude injury to or destruction of wires, conduits, mines, sewers, or other similar property or appurtenances or any apparatus in connection therewith below the surface of the ground nor shall such insurance exclude blasting, explosion, or collapse. F-08936 ETC 04276 (c) Automotive Public Liability and Property Damage Insurance shall be taken out and maintained to cover the interests of Contractor against an/ public liability or property damage claims arising from the operation of motor vehicles in performance of the work under this contract, whether such operation be by Contractor or Subcontractor or any persons directly or indirectly employed by them. The amount of such insurance shall not be less than $100,000 for injury including death to any person and not less than $500,000 to cover injury to all persons In any one accident. Property damage insurance shall be for an amount not less than $50,000 per accident. (d) Insurance Certificates - Two copies of the insurance certificates attesting to the fact that the above insurance is in effect shall be filea' with Ethyl Corporation, attention Insurance Coordinator, Box 341, Baton Rouge, Louisiana 70821 prior to the commencement of work under this agreement. All certificates must include the following clause: "It is agreed that a ten (10)' day notice of cancellation or any material change in these policies will be given to Ethyl Corporation, Attention Insurance Coordinator, Box 341, Baton Rouge, Louisiana 70821 as evidenced by return receipt of registered mail." Contractor shall on request permit an authorized agent of Ethyl to examine the original copies of any and all insurance policies issued in compliance with the above requirements. 11. During the continuance of this contract. Contractor will comply with and make all payments required by all applicable laws, rules, regulations, and orders of the Federal, State and local Governments, regulating and in regard to the employment of F-08937 ETC 04277 its employees in the performance thereof. Contractor indemnifies and holds Ethyl harmless from and against any and all losses and damages Ethyl may suffer and sustain arising from and resulting from its default in effecting such compliance or making such payments. 11 12.. , In the performance of the work authorized hereunder, Ethyl will from time to time-release to Contractor and its personnel certain drawings, tracings, and other information and "know-how" which are required in connection with the woik. Contracior hereby agrees that all information and "know-how" released to it by Ethyl hereunder, whether in the form of drawings or tracings or otherwise, will be held confidential and v/ill not be made known to others without Ethyl's written consent. All tracings, prints, specifications, etc., prepared by Contractor and all drawings, tracings, prints, and other information furnished to Contractor by Ethyl or others for the work authorized hereunder are to be the exclusive property of Ethyl and are to be turned over to Ethyl upon completion of the work authorized hereunder. Contractor agrees to use reasonable care in the selection and assignment of personnel for the work authorized hereunder and to take proper precautions to avoid the unauthorized dissemination of information and "know-how" acquired from Ethyl or developed by Contractor during the prosecution thereof and relating thereto. All inventions and discoveries relating to the manufacture of tetraethyllead or intermediate products used therein or to any matter in which Ethyl may have or may F-08938 ETC 04278 develop an interest made or conceived by personnel of Contractor while engaged in the performance of work authorized hereunder or resulting from information and "know-how" acquired while engaged in the performance of v/ork hereunder shall be the sole and absolute property of Ethyl and shall be assigned to Ethyl without further consideration. if any person employed by Contractor.in the performance of work hereunder makes a discovery or invention relating to the manufacture of tetraethyllead or inter mediate products used therein or to any matter in which Ethyl may have or may develop an interest. Contractor will make the fact of such discovery known to Ethyl as soon as it becomes known to Contractor. Contractor further agrees to request and use its best efforts in securing patent assignments to Contractor by its employees who perform services on work authorized herein, and agrees to assign to Ethyl any rights which Contractor might have to any invention or discovery under the above conditions. The application for letters patent shall be made at the expense of Ethyl. Contractor will secure from each person employed by it in the performance of work hereunder an agreement as follows: To Walk, Haydel & Associates, Inc.: "In consideration of the remuneration paid me by Walk, Haydel & Associates, Inc., and in consideration, as a separate and sufficient compensation, of the information to be imparted to me and of the contacts, facilities, and methods of solution which will be available to me while in the employ of Walk, Haydel & Associates, Inc., and assigned by it to work on assignments given to my employer by the Ethyl Corporation, I hereby agree: E-08989 ETC 04279 * "That an/ inventions or discoveries, or improvements, whether patentable or unpatentable, conceived by me or made in whole or in part by me during my employ ment with Walk, Haydel & Associates, Inc., and relating in any manner to any assignments given to my employer by Ethyl shall become the absolute property of Walk, Haydel & Associates, Inc.; "That I will keep such proper records, as I may be directed by my supervisor, and all records and all notebooks kept by me relating to the subject of this agreement, whether or not directed by my superior are the property of Walk, Haydel & Associates, Inc.; "That during the period of my employment and for a period of ten years there after I will not use for myself or others or divulge to anyone other than those in Walk, Haydel & Associates, Inc., who are assigned to the same work as myself or others designated by my superior, any trade secrets and any secret or confidential information, "know-how," or data of Ethyl Corporation which may become known to me as a result of my employment, unless authorized by Ethyl Corporation, in writing, and I will use particular care to insure that such information, "know-how" and data does not become known to those who are engaged in activities competitive with those of Walk, Haydel & Associates, Inc. or Ethyl Corporation. I understand that much of the information I acquire as a result of my employment should, under nc circumstances, be disclosed to others outside Ethyl Corporation and Walk, Haydel & Associates, Inc. There will also be much information that is marginal, and I recognize that it is difficult to draw an exact line of distinction in writing, although as a general rule it may be said that any unpublished information is secret and confidential. In those cases where doubt arises, I will obtain permission from Walk, Haydel & Associates, Inc., and F--08940 ETC 04280 U Ethyl Corporation before using or divulging the information In question to others outside Walk, Haydel & Associates, Inc. "That I will execute patent applications, domestic and foreign, and proper assignments and perform all other acts which Walk, Haydel & Associates, Inc. may reasonably require of me to vest in it all rights herein conveyed, said Walk, Haydel & Associates, Inc. bearing all reasonable expenses incurred by me at its request in connection therewith. "This agreement supersedes all previous arrangements, agreements, or under standing, verbal or in writing, between me and Walk, Haydel & Associates, Inc. regard ing its subject-matter." "Place "Date I! Employee n 13. The term of this agreement shall be for a period of twelve (12) months commencing on the 1st day of January, 1968, and extending through December 31, 1968. Ethyl shall have the right to cancel this agreement at any time by giving Contractor sixty (60) days' written notice of such cancellation. Ethyl and Contractor each bind themselves, their successors, executors, adminis trators, and assigns to the other parties to this agreement and to the successors, executors. E-08941 ETC 04281 I administrators, and assigns of such other party in respect to all covenants, condition:, and provisions of this agreement. Except as above, neither Ethyl nor Contractor shall assign, sublet, or transfer their interest in this agreement without the written consent of the other. ID. THUS DONE, ENTERED INTO, AND SIGNED in the presence of the witnesses whose names are subscribed opposite each respective signature as of the day and year first above written. . o/\- ~V > ETHYL CORPORATION By &'* Chief Engineer F-0894? ETC 04282 November 20, 1967 bcc: Mr. D. B. Crawford Mr. L. A. Hebert Mr. V. O. Mitchell Mr. C. L. Simpson 7 Mr. Frank H. Walk Walk, Hoydel & Associates, Inc. 762 Baranne Street New Orleans, Louisiana 70113 Dear Mr. Walk: Enclosed are three signed copies of our revised standard contract covering engineering, drafting, and other services to be provided by your Firm during 1968. Article 1 pertaining to reduction in requirements far Walk employees has been revised to eliminate longer notices for reductions in excess of 10 percent. Article 7 has been revised to eliminate placement fee. Article 8 has been revised and requires that you send us a current listing of hourly rates to be used 4n conjunction with this article. Other provisions of this contract are basically the same as those in the 1967 document. Please return two executed copies to us by December 1, 1967. Very truly yours. GSR:pig Attch. G. S. Roberts Chief Engineer F-08943 ETC 04283 Mr. W. D. Gottwald C. E. Daviet Engineering Service Contracts for 1967 cc: Mr. J. VV. Fleniken Mr. C. A. Kyle Mr. G. S. Roberts Richmond Baton Rouge April 7, 1967 l Enclosed are originally signed copies of three contracts for engineering services through December 31, 1967. These are with Ba marc 3urk Industrial Corporation; John L. Lowery and Associates; an Walk, Haydel and Associates^ Inc. The usual support letters are cttached. Attachments C. E. Daviet F-08944 ETC 04284 WALK, HAYDEL ASSOCIATES, INC ENGINEERING CONSULTANTS AND DESIGNERS design ano engineering supervision or INDUSTRIAL FACILITIES COMPLETE PLANTS AOOlTlONS MODERNIZATIONS NEW ORLEANS, LOUISIANA, U. S. A. March 29, 1967 FACILITIES EVALUATIONS ECONOMIC SURVEYS ANO REPORTS MAIN OFFICES 762 BARONNE STREET 70113 TELEPHONE 504- 529-213 3 CONFIDENTIAL Ethyl Corporation Engineering Department P. O. Box 341 Baton Rouge 1, Louisiana Attention: Mr. L. A. Hebert Gentlemen: We enclose herewith two signed copies of Engineering Services Contract for 1967. The delay in signing and returning this contract was occasioned by the necessity of our checking certain points of previous negotiation with Messrs. Daviet and Hebert. In this regard, we understand that Mr. Hebert is to send us a confirming memo relative to certain points of his interpretation of Ethyl's administration of Paragraph 6.(a)(2) of the contract. Sincerely yours. FHW/mm Enclosures Frank H. Walk F-0894S V 00 2 SR 3RB 2-20-67 TO: MR G 3 ROBERTS - 3R THE EXECUTIVE COMMITTEE DURING MEETINGS HELD FEBRUARY 15 AND 16, 1967 APPROVED 1S67 CONTRACT FOR ENGINEERING SERVICES (IN ACCORDANCE gITH MR. SMYLIE* S MEMORANDUM TO M3. HERZOG DATED FEBRUARY 14, 19S7. HELEN SUTTON - 1:49 PM CST E3J c n r~- > F-08946 ETC 04288 Mr. R. Herzog (2) T. M. Smylie 1967 Contract for Engineering Services Richmond Baton Rouge February 14, 1967 For a number of years the Engineering department has contracted for the services of engineers, draftsmen, and technical specialists with several firms in the business of supplying engineering personnel on short- and long-term agreements. These contracts are for a one-year period, are highly flexible as to the number of men employed, and have proved to be an economical means of covering the Engineering department's manpower needs during periods of peak work load. According to the present corporate contract procedure, any contract for one year or more must receive Executive Committee approval. Attached is a memorandum from Mr. G. S. Roberts to me requesting permission to sign renewal contracts for engineering services for 1967. Please schedule for early Executive Committee action. hs attachment kz 'be: Mr. G. S. Roberts T. M. Smylie F-08947 ETC 04287 Mr. T. M. Smylie G. S. Roberts 1967 Contract for Engineering Services cc: Dr. G. F. Kirby bcc: Mr. C. E. Daviet *" February 8, 1967 This is to request permission to sign renewal contracts for engineering services with Barnard end Burk Industrial Corporation, Walk-Haydsl and Associates, and John L. Lowery end Associates for 1967. The unit cost for these services will be cbout 3 1/2 percent higher this year. The contractors had requested increasing the overlay from 50 percent to 60 percent; however, after cbout 60 days of negoriation we were able to reduce the effective increcse considerably through the application of a ono-tlme place ment fee of $4C0 per position filled, plus a service charge of $200 per position for which prior interviews were requested. The $400 placement fee is refundable to Ethyl 1) if cn assignee is dis qualified prior to 31 days, 2) if the contractor recalls cn assignee for cny cause prior to the completion of a yecr in continuous service, end 3) cutomatically, when c contractor's employee has completed a yeor in continuous assignment at Ethyl. The $200 service charge for interviewing is not reimbursable. Other terms end conditions of the contracts remain unchanged. These contracts v/ill enable the Engineering department to obtain sufficient supplementary manpower of specified qualifications. The cash ccst per contract mcn-year averages $14,600. The bock cost, which includes the prorated housing charges, is approximately $15, SCO per yecr. Equivalent Ethyl personnel, hired in lieu of continuing this contract would have an incremental cash cost of $12,650 per man-year and cn average book cost of $14,6C0 per mcn-year. Contract manpower varied between limits of 87 and 69 during 1966 end : the maximum ond minimum anticipated for 1967 is 83 and 56 respectively. The revised 1967 Engineering department budget allows for cn average of 64 nan-years of contract work at an estimated direct cost of $980,000. Since the timing and F-08943 ETC 0 4 2 8 number of personnel required is subject to considerable vcriation, the advantage of flexibility and short term cvailcbility of contract personnel justifies the unit cost difference of contract over incremental Ethyl cost. G. S. Roberts /si F-08949 THIS AGREEMENT made and entered into this day of , 1967 by and between ETHYL CORPORATION, a corporation of the State of Virginia, duly authorized to transact business in the State of Louisiana (hereinafter referred to as "Ethyl"), and WALK, HAYDEL & ASSOCIATES, INC., a corporation of the State of Louisiana, with offices in the City of Baton Rouge, Louisiana and the City of New Orleans, Louisiana (hereinafter referred to as "Walk"). WITNESSETH WHEREAS, Ethyl, in connection with its present construction program has need of the services of engineers and other personnel to assist in the engineering work and supple- . ment its own general engineering staff; and, WHEREAS, Walk represents to Ethyl that it is in a position to furnish engineering services to Ethyl by assigning its personnel to work in conjunction with Ethyl's engineer-, ing staff at Baton Rouge; such services to consist of furnishing mechanical development draftsmen, designers and engineers; mechanical, piping, structural, and electrical draftsmen, designers, and engineers; project engineers, specification engineers; and, if requested, a design leader and/or squad leaders, estimators, "material take-off" personnel, inspectors, and model builders; and further represents that it is in a position to furnish engineering services to Ethyl at Walk's offices in Baton Rouge, Louisiana and/oi New Orleans, Louisiapa. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, it is agreed by Walk and Ethyl as follows: 1. Walk will make available to Ethyl on a full-time basis the number and classifi cation of engineering and other personnel that Ethyl from time to time designates it requires to F--08950 ETC 04290 2. provide the engineering and related services which are to be performed in conjunction with Ethyl's Baton Rouge engineering staff. Upon giving Walk fifteen calendar days notice. Ethyl shall have the right to increase the number of Walk personnel so designated . Ethyl shall have the further right to reduce the number of Walk personnel so designated provided that in the event the reduction is 10% or less of the number designated, a minimum of fifteen (15) calendar days advance notice will be given to Walk. In the event Ethyl reduces its requirements for Walk's personnel without giving said notice, and if Walk is unable to immediately place such personnel on other work. Ethyl will pay Walk up to a maximum of two weeks' straight time compensation for each Walk employee who is included in such reduction of personnel; said amount shall include straight time com pensation for services performed after said notice, plus an overlay as provided for under Article 7. Ethyl agrees to release no more than the following listed percentages of Walk personnel that may be assigned to serve Ethyl at any time without first giving the minimum notice times indicated: Percentage Reduction Minimum Notice Time 10% through 50% 30 calendar days Over 50% 60 calendar days Should Ethyl fail to adhere to the above minimum notice times. Walk will place such personnel on other work as soon as possible and an equitable settlement will be negotiated. In such circumstances Ethyl will not be liable to Walk for any amount in excess of actual salaries which Walk is obligated to pay (plus overlay as provided for under Article 7) between the date of reduction and the date each Walk employee involved F-0R951 FTC u42 3. is placed by Walk on other work, provided further that Ethyl shall not be liable for any such salary or the applicable overlay (as provided for under Article 7) in excess of the amount Walk is liable for under Walk's individual contracts of employment with said personnel. Ethyl agrees to advise Walk at periodic intervals concerning possible long-range needs for increasing or reducing the number of Walk personnel assigned to Ethyl in accordance with paragraph 1 of this article, and further agrees that wherever possible firm commitments concerning increases or reductions will be made to Walk with more advance notice than the minimum contractual obligations outlined above. In this regard it is understood and agreed by both parties to this agreement that proper and satisfactory services suited to Ethyl's needs can be furnished (for the economical overlay costs as provided for under Article 7 hereof, present conditions considered) only if full cooperation is extended by Ethyl in accordance with the foregoing. 2. During all such times as Walk supplies engineering personnel assistance to Ethyl in accordance with Article 1, should Ethyl so request. Walk shall designate one of its employees furnished hereunder as "Design Leader." Said Design Leader shall be in charge of and responsible for the direction and coordination of work of the squad leaders and mechanical, piping, structural, and electrical draftsmen and designers furnished. The Design Leader may or may not also be in general charge of the project engineers. F-08^5? ETC 04292 4. specification engineers, development draftsmen and designers, estimators, material take-off personnel, inspectors and model builders furnished and may or may not be Walk's representative in all matters pertaining to those parts of this contract. During periods when Ethyl'does not desire the services of a resident "Design Leader," Walk shall designate one employee to handle necessary work hours reports, etc., required for payroll and billing computations, etc. So long as the work is being performed in Ethyl's office the overall direction and coordination of the work performed by Walk personnel under terms of this contract shall, however, be the responsibility of Ethyl, whether or not a resident "Design Leader" is furnished by Walk. For projects that may be assigned to Walk on a full responsibility basis, refer to Article 8 hereof. 3. It is distinctly understood and agreed that at all times during the continuance of this contract Walk shall, for all purposes, be deemed and considered an independent contractor and any and all engineering personnel furnished hereunder by Walk shall, for any and all purposes, be deemed and considered employees of Walk and not of Ethyl. 4. Prior to Walk assigning any of its engineering and other personnel for services under the terms of this contract, it shall submit the employee's qualifications to Ethyl in writing and shall advise Ethyl of his salary, said qualifications and salary to be subject to Ethyl's approval E-089 53 ETC 04293 5. Ethyl reserves the right to request interviews with prospective Walk assignees prior to acceptance of these assignees under the terms of Article 1. Any increases in salaries given by Walk to employees assigned to Ethyl must have Ethyl's prior approval if such increases are to be billed to Ethyl. Walk will remove from the performance of such service any of its employees whom Ethyl requests to be removed for just cause, and the notice provisions of Article 1 shall not apply in such cases. 5. All of Walk's personnel furnished to perform services under the terms of this contract will be required to work a minimum of eight (8) hours per day for five (5) days per week, except for holidays, vacations, etc., as provided herein. Any work in excess of forty (40) hours in any one work-week shall be performed only with the consent and prior approval of Ethyl. 6. Ethyl agrees to provide Walk's personnel assigned to perform services under the terms of Article 1 of this contract, with the working facilities deemed necessary by Ethyl (to include desks, drafting tables, chairs, and drafting machines, parallel bars or "T" squares), but Ethyl will not furnish personal drafting tools. Such personal tools are to be supplied by Walk or by its employees at Walk's election. F-089S4 ETC 04294 6. 7. As full compensation to Walk for services rendered, performed, and furnished under Article 1 of this contract. Ethyl agrees to: (a) Pay Walk a four hundred dollar ($400) placement fee for each personnel placed plus an additional two hundred dollars ($200) per placement when prospective assignees for such placement are to be interviewed by Ethyl. Walk agrees to reimburse the above four hundred dollar placement fee to Ethyl should any of the following con ditions arise. (1) Assignee is disqualified by Ethyl for continued service prior to the expiration of thirty-one (31) calendar days after placement. (2) Assignee is withdrawn by Walk from Ethyl's service irrespective of reason or length of service. (3) Assignee remains in continuous service to Ethyl over a period of one year. (b) Reimburse Walk the total amount of all salaries which it has paid on the basis of a forty hour straight time work-week for time actually worked, to the personnel performing services under this agreement. (c) Reimburse Walk the total amount of all salaries which by law Walk has paid at the rate of time and one-half for hours worked in excess of forty hours per week to personnel performing services under this agreement. (d) Pay Walk at the rate of time and one-half for hours worked in excess of forty hours per week by personnel performing services under this agreement who F-089S ETC 04295 7. by reason of area practice Walk has agreed to compensate at time and one-half rate for such overtime hours. (e) Bay Walk for hours worked in excess of forty hours per week by personnel not covered in (c) or-(d) above on the basis of the straight time pay rate for the individuals involved. (f) Pay Walk to cover its profit, overhead, insurance, employment taxes, and other costs, an overlay equal to fifty per centum (50%) of straight time pay rate for all hours actually worked, including those in excess of forty hours per week. No overlay shall be paid on the premium portion of overtime rates. (g) Reimburse Walk for transportation expense, long distance telephone and telegraph expense, reproduction costs, and any other expenses which may be incurred by Walk's company or individual employees thereof with the prior approval of Ethyl (with the understanding that separate reimbursement is being authorized) in connection with the services being performed for Ethyl. Reimbursement to Walk for such expenses shall be on the basis of actual cost. Transportation expense for travel of Walk personnel between their residences. Ethyl's Baton Rouge offices, and Walk's offices will be absorbed by Walk under the overlay allowance provided for under Article 7(f) above. Ethyl may also reimburse Walk for relocation costs of Walk's employees and their families if Ethyl deems it desirable and necessary to do so. (h) In computing salaries under paragraph 7(b), provided an employee of Walk has performed services hereunder on Ethyl's regularly scheduled work day immediately F-08956 ETC 04296 8. before and immediately after a holiday, services will be considered to have been performed hereunder and Ethyl will reimburse a salary equal to that for eight hours of straight time work, on all days which are officially designated as Ethyl Baton Rouge plant holidays. If said holiday occurs during a scheduled vacation, or bona-fide illness, the requirements for performance of work by the employees on Ethyl's regularly scheduled work days immediately before and immediately after the holiday will be waived, provided said scheduled work days likewise occur during the scheduled vacation, or bona-fide illness. The employee will be required to work the scheduled work day immediately before or after the holiday when such work days do not occur during the scheduled vacation or bona-fide illness. The term "scheduled vacation" shall be defined as a vacation period approved by Ethyl in advance of the first day in the vacation period. Ethyl reserves the right to require a doctor's signed statement in support of "bona-fide illness" claims. In computing overtime pay for those employees of Walk who are paid for hours in excess of forty hours per week at the rate of time and one-half, by reason of the Wage and Hour Law or area practice, the following shall be observed. "Holiday hours, payment for which said employee of Walk has earned by working in accordance with the requirements of this section (Section 7), hours absent due to bona-fide illness, military leave, jury duty, and F-08957 etc 04297 9. scheduled vacation hours shall be considered as hours worked in deter mining total hours worked in a given week. The sole purpose of this paragraph is to establish the basis for reimbursement by Ethyl of payment of premium'overtime during weeks which contain holiday(s), scheduled vacations, military leave, jury duty or period of bona-fide illness. Work in excess of eight hours in a given day does not in itself constitute 'overtime'." Salaries paid by Walk to its employees on other than official Ethyl holidays will not be reimbursed by Ethyl. If a Walk employee has performed services hereunder on the regularly scheduled work day immediately preceding and immediately following any officially designated holiday and, in addition, actually performs services on the specified holiday itself. Ethyl, in addition to reimbursing the holiday time presumed to have been worked, will reimburse a salary for such hours actually worked equivalent to the employee's straight time rate of pay. For those employees who are normally paid at the rate of time and one-half for hours in excess of forty per week, the hours actually worked on the holiday will be counted in determining total hours worked in the week. Straight time overlay of fifty per centum (50%) will apply to holiday time presumed to have been worked. (i) Sums due under this Article 7 will be paid by Ethyl within twenty (20) days after receipt by Ethyl of itemized semi-monthly invoices submitted by Walk. 8. (a) Walk will also perform work for Ethyl at Walk's offices in Baton Rouge, Louisiana and/or New Orleans, Louisiana, assuming overall project responsibility as F-08958 ETC 04298 10. requested; furnishing all supervision, direction, coordination, materials and supplies required; and such engineering design, drafting, consulting engineering, field surveying and related services as are requested by Ethyl. When Ethyl avails itself of such services, it shall pay Walk for the services in accordance with Article 7 of this agreement, except that the overlay for Article 7(f) will be equal to sixty per centum (60%) of straight time pay rates and the time applied by Walk's principals will be covered by such overlay. (b) Tracing cloth (or paper) and other standard Ethyl forms will be furnished by Ethyl without charge to Walk. Cost of drawing prints and other reproduction expense will be reimbursable to Walk as provided under Article 7(g). (c) Sums due under this Article 8 will be paid by Ethyl within twenty (20) days after receipt by Ethyl of itemized invoices submitted by Walk at the end of each month. 9. All engineering and other personnel in the employ of Walk shall, at all times while on Ethyl's premises, be subject to the rules and regulations of Ethyl with regard to safety and will confine themselves to areas designated by Ethyl. 10. During all times this agreement is in effect. Walk will carry the following forms of insurance at its own expense, said insurance to be arranged in the name of Walk and in the name of Ethyl Corporation as respective interests may appear: F-08959 etc 04299 11. (a) Workmen's Compensation and Employer's Liability Insurance This insurance shall be taken out and maintained in accordance with the Workmen's Compensation Law of the State or Province in which the work is to be done; occupational disease and medical reimbursement coverages must be included. The insur ance must cover all employees working at, on or away from the premises in the perform ance of the contract. In addition. Walk shall carry Employers' Liability insurance with limits of at least $100,000 per person, per accident. Walk will require all subcontractors to provide similar Workmen's Compensation and Employers' Liability insurance. (b) Comprehensive General Liability Insurance This insurance shall be taken out and maintained to cover Walk against any public liability and/or property damage claim which may arise from operations and completed operations under the contract, whether such operations be by Walk or subcontractor or any persons directly or indirectly employed by them. Such insurance shall be for an amount not less than $100,000 to cover injury or death of each person, not less than $500,000 to cover injury or death of all persons arising out of one occurrence and not less than $100,000 to cover loss or damage to property. The Comprehensive General Liability policy shall be endorsed so that wherever the word "accident" appears with respect to bodily injury liability, it will be changed to read "occurrence". Such insurance shall not exclude injury to or destruction of wires, conduits, mains, sewers or other similar property or appurtenances or any apparatus in connection therewith below the surface of the ground, nor shall such insurance exclude blasting, explosion or collapse. F-08980 ETC 04300 12. (c) Automotive Public Liability and Property Damage Insurance This insurance shall be taken out and maintained to cover the interests of Walk against any public liability or property damage claims arising out of the operation of motor vehicles in performance of the work under this contract, whether such operation be by Walk or any subcontractor or any persons directly or indirectly employed by them. The amount of such insurance shall not be less than $100,000 for injury including death to any person and not less than $500,000 to cover injury to all persons in any one accident. Property damage insurance shall be for an amount not less than $50,000 per accident. (d) Insurance Certificates Two copies of the insurance certificates attesting to the fact that the above insurance is in effect shall be filed with Ethyl, attention Insurance Coordinator, prior to the commencement of work under this agreement. All certificates must include the following clause: "It is agreed that a ten (10) day notice of cancellation or any material change in these policies will be given to: Insurance Coordinator Ethyl Corporation P. O. Box 341 Baton Rouge, Louisiana 70821 As evidenced by return receipt of registered mail." 11. During the continuance of this contract, Walk will comply with and make all payments required by all appliccbl ; laws, rules, regulations, and orders of the Federal, F-089M ETC 04301 13. State and Local governments, regulating and in regard to the employment of its employees in the performance thereof. Walk indemnifies and holds Ethyl harmless from and against any and all losses and damages Ethyl may suffer and sustain arising from and resulting from its default in effecting such compliance or making the foregoing mentioned payments. 12. In the performance of the work authorized hereunder. Ethyl will from time to time release to Walk and its personnel certain drawings, tracings, and other information and "know-how" which are required in connection with the work. Walk hereby agrees that all information and "know-how" released to it by Ethyl hereunder, whether in the form of drawings or tracings or otherwise, will be held confidential and will not be made known to others without Ethyl's written consent. All tracings, prints, specifications, etc., prepared by Walk and all drawings, tracings, prints, and other information furnished to Walk by Ethyl or others for the work authorized hereunder are to be the exclusive property of Ethyl and are to be turned over to Ethyl upon completion of the work authorized here under. Walk agrees to use reasonable care in the selection and assignment of personnel for the work authorized hereunder and to take proper precautions to avoid the unauthorized dissemination of information and "know-how" acquired from Ethyl or developed by Walk during the prosecution thereof and relating thereto. All inventions and discoveries relating to the manufacture of tetraethyl lead or intermediate products used therein or to any matter in which Ethyl may have or may develop an interest made or conceived by personnel of Walk while engaged in the F-08962 ETC 04302 14. performance of work authorized hereunder or resulting from information and "know-how" acquired while engaged in the performance of work hereunder shall be the sole and absolute property of Ethyl and shall be assigned to Ethyl without further consideration. If any person employed by Walk in the performance of work hereunder makes a discovery or invention relating to the manufacture of tetraethyl lead or intermediate products used therein or to any matter in which Ethyl may have or may develop an interest Walk will make the fact of such discovery known to Ethyl as soon as it becomes known to Walk. Walk further agrees to request and use its best efforts in securing patent assign ments to Walk by its employees who perform services on work authorized herein, and agrees to assign to Ethyl any rights which Walk might have to any invention or discovery under the above conditions. The application for letters patent shall be made at the ex pense of Ethyl. Walk will secure from each person employed by it in the performance of work here under an agreement as follows: To: Walk, Haydel & Associates: "In consideration of the remuneration paid me by Walk, Haydel & Associates, and in consideration, as a separate and sufficient compensation, of the information to be imparted to me and of the contacts, facilities, and methods of solution which will be available to me while in the employ of Walk, Haydel & Associates, and assigned by it to work on assignments given to my employer by Ethyl Corporation, I hereby agree: "That any inventions or discoveries or improvements, whether patentable or P-08963 ETC 04303 15. unpatentable, conceived by me or made in whole or in part by me during my employment with Walk, Haydel & Associates, and relating in any manner to any assignments given to my employer by Ethyl shall become the absolute property of Walk, Haydel & Associates. "That ! will keep such proper records as I may be directed by my supervisor, and all records and all notebooks kept by me relating to the subject of this agree ment, whether or not directed by my superior, are the property of Walk, Haydel & Associates. "That during the period of my employment and for a period of ten years thereafter I will not use for myself or others or divulge to anyone other than those in Walk, Haydel & Associates who are assigned to the same work as myself or others designated by my superior, any trade secrets and any secret or confidential information, "know-how", or data of Ethyl Corporation which may become known to me as a result of my employment, unless authorized by Ethyl Corporation, in writing; and I will use particular care to insure that such information, "know-how" and data does not become known to those who are engaged in activities competi tive with those of Walk, Haydel & Associates or Ethyl Corporation. I understand that much of the information I acquire as a result of my employment should, under r no circumstances, be disclosed to others outside Ethyl Corporation and Walk, Haydel & Associates. There will also be much information that is marginal; and I recognize that it is difficult to draw an exact line of distinction in writing, although as a general rule it may be said that any unpublished information is secret E-08964 ETc 04304 16. and confidential. In those cases where doubt arises, I will obtain permission from Walk, Haydel & Associates and Ethyl Corporation before using or divulging the information in question to others outside Walk, Haydel & Associates. "That I will execute patent applications, domestic and foreign, and proper assignments and perform all other acts which Walk, Haydel & Associates may reasonably require of me to vest in it all rights herein conveyed, said Walk, Haydel & Associates bearing all reasonable expenses incurred by me at its request in connection therewith. "This agreement supersedes all previous arrangements, agreements, or understanding, verbal or in writing, between me and Walk, Haydel & Associates regarding its subject matter." "Place "Date Employee 13. The term of this agreement shall be for a period of twelve (12) months commencing on the 1st day of January, 1967 and extending through December 31st, 1967. Either party shall have the right to cancel this agreement at any time by giving sixty (60) days' written notice of such cancellation. E-08965 ETC 04305 17. Ethyl and Walk each bind themselves, their successors, executors, adminis trators, and assigns to the other parties to this agreement and to the successors, executors, administrators, and assigns of such other party in respect to all covenants, conditions, and provisions of this agreement. Except as noted above, neither Ethyl nor Walk shall assign, sublet, or transfer their interest in this agreement without the written consent of the other. THUS DONE, ENTERED INTO, AND SIGNED in the presence of the witnesses whose names are subscribed opposite each respective signature as of the day and year first above written. HjLll WALK, HAYDEL & ASSOCIATES INC. fiy. '<3 ETHYL CORPORATION By G. S. Roberts, Chief Engineer F-08966 ETC 04306 THIS AGREEMENT made and entered into this day of , 1967 by and between ETHYL CORPORATION, a corporation of the State of Virginia, duly authorized to transact business in the State of Louisiana (hereinafter referred to as "Ethyl"), and WALK, HAYDEL & ASSOCIATES, INC., a corporation of the State of Louisiana, with offices in the City of Baton Rouge, Louisiana and the City of New Orleans, Louisiana (hereinafter referred to as "Walk"). WITNESSETH WHEREAS, Ethyl, in connection with its present construction program has need of the services of engineers and other personnel to assist in the engineering work and supple ment its own general engineering staff; and, WHEREAS, Walk represents to Ethyl that it is in a position to furnish engineering services to Ethyl by assigning its personnel to work in conjunction with Ethyl's engineer ing staff at Baton Rouge; such services to consist of furnishing mechanical development draftsmen, designers and engineers; mechanical, piping, structural, and electrical draftsmen, designers, and engineers; project engineers, specification engineers; and, if requested, a design leader and/or squad leaders, estimators, "material take-off" personnel, inspectors, and model builders; and further represents that it is in a position to furnish engineering services to Ethyl at Walk's offices in Baton Rouge, Louisiana and/or New Orleans, Louisiana. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, it is agreed by Walk and Ethyl as follows: 1. Walk will make available to Ethyl on a full-time basis the number and classifi cation of engineering and other personnel that Ethyl from time to time designates it requires E-0896.7 ETC 04307 2. provide the engineering and related services which are to be performed in conjunction with Ethyl's Baton Rouge engineering staff. Upon giving Walk fifteen calendar days notice, Ethyl shall have the right to increase the number of Walk personnel so designated . Ethyl shall have the further right to reduce the number of Walk personnel so designated provided that in the event the reduction is 10% or less of the number designated, a minimum of fifteen (15) calendar days advance notice will be given to Walk. In the event Ethyl reduces its requirements for Walk's personnel without giving said notice, and if Walk is unable to immediately place such personnel on other work. Ethyl will pay Walk up to a maximum of two weeks' straight time compensation for each Walk employee who is included in such reduction of personnel; said amount shall include straight time com pensation for services performed after said notice, plus an overlay as provided for under Article 7. Ethyl agrees to release no more than the following listed percentages of Walk personnel that may be assigned to serve Ethyl at any time without first giving the minimum notice times indicated: Percentage Reduction Minimum Notice Time 10% through 50% 30 calendar days Over 50% 60 calendar days Should Ethyl fail to adhere to the above minimum notice times. Walk will place such personnel on other work as soon as possible and an equitable settlement will be negotiated. In such circumstances Ethyl will not be liable to Walk for any amount in excess of actual salaries which Walk is obligated to pay (plus overlay as provided for under Article 7) between the date of reduction and the date each Walk employee involved E-08968 ETC 04308 3. is placed by Walk on other work, provided further that Ethyl shall not be liable for any such salary or the applicable overlay (as provided for under Article 7) in excess of the amount Walk is liable for under Walk's individual contracts of employment with said personnel. Ethyl agrees to advise Walk at periodic intervals concerning possible long-range needs for increasing or reducing the number of Walk personnel assigned to Ethyl in accordance with paragraph 1 of this article, and further agrees that wherever possible firm commitments concerning increases or reductions will be made to Walk with more advance notice than the minimum contractual obligations outlined above. In this regard it is understood and agreed by both parties to this agreement that proper and satisfactory services suited to Ethyl's needs can be furnished (for the economical overlay costs as provided for under Article 7 hereof, present conditions considered) only if full cooperation is extended by Ethyl in accordance with the foregoing. 2. During all such times as Walk supplies engineering personnel assistance to Ethyl in accordance with Article 1, should Ethyl so request. Walk shall designate one of its employees furnished hereunder as "Design Leader." Said Design Leader shall be in charge of and responsible for the direction and coordination of work of the squad leaders and mechanical, piping, structural, and electrical draftsmen and designers furnished. The Design Leader may or may not also be in general charge of the project engineers, F-08969 ETC 04309 4. specification engineers, development draftsmen and designers, estimators, material take-off personnel, inspectors and model builders furnished and may or may not be Walk's representative in all matters pertaining to those parts of this contract. During periods when Ethyl does not desire the services of a resident "Design Leader," Walk shall designate one employee to handle necessary work hours reports, etc., required for payroll and billing computations, etc. So long as the work is being performed in Ethyl's office the overall direction and coordination of the work performed by Walk personnel under terms of this contract shall, however, be the responsibility of Ethyl, whether or not a resident "Design Leader" is furnished by Walk. For projects that may be assigned to Walk on a full responsibility basis, refer to Article 8 hereof. 3. It is distinctly understood and agreed that at all times during the continuance of this contract Walk shall, for all purposes, be deemed and considered an independent contractor and any and all engineering personnel furnished hereunder by Walk shall, for any and all purposes, be deemed and considered employees of Walk and not of Ethyl. 4. Prior to Walk assigning any of its engineering and other personnel for services under the terms of this contract, it shall submit the employee's qualifications to Ethyl in writing and shall advise Ethyl of his salary, said qualifications and salary to be subject to Ethyl's approval. F-08970 ETC 04310 5. Ethyl reserves the right to request interviews with prospective Walk assignees prior to acceptance of these assignees under the terms of Article 1. Any increases in salaries given by Walk to employees assigned to Ethyl must have Ethyl's prior approval if such increases are to be billed to Ethyl. Walk will remove from the performance of such service any of its employees whom Ethyl requests to be removed for just cause, and the notice provisions of Article 1 shall not apply in such cases. 5. All of Walk's personnel furnished to perform services under the terms of this contract will be required to work a minimum of eight (8) hours per day for five (5) days per week, ' except for holidays, vacations, etc., as provided herein. Any work in excess of forty (40) hours in any one work-week shall be performed only with the consent and prior approval of Ethyl. 6. Ethyl agrees to provide Walk's personnel assigned to perform services under the terms of Article 1 of this contract, with the working facilities deemed necessary by Ethyl (to include desks, drafting tables, chairs, and drafting machines, parallel bars or "T" squares), but Ethyl will not furnish personal drafting tools . Such personal tools are to be supplied by Walk or by its employees at Walk's election. F-08971 ETC 04311 6. 7. As full compensation to Walk for services rendered, performed, and furnished under Article 1 of this contract. Ethyl agrees to: (a) Pay Walk a four hundred dollar ($400) placement fee for each personnel placed plus an additional two hundred dollars ($200) per placement when prospective assignees for such placement are to be interviewed by Ethyl. Walk agrees to reimburse the above four hundred dollar placement fee to Ethyl should any of the following con ditions arise. (1) Assignee is disqualified by Ethyl for continued service prior to the expiration of thirty-one (31) calendar days after placement. (2) Assignee is withdrawn by Walk from Ethyl's service irrespective of reason or length of service. (3) Assignee remains in continuous service to Ethyl over a period of one year. (b) Reimburse Walk the total amount of all salaries which it has paid on the basis of a forty hour straight time work-week for time actually worked, to the personnel performing services under this agreement. (c) Reimburse Walk the total amount of all salaries which by law Walk has paid at the rate of time and one-half for hours worked in excess of forty hours per week to personnel performing services under this agreement. (d) Pay Walk at the rate of time and one-half for hours worked in excess of forty hours per week by personnel performing services under this agreement who F-0897? ETC 04312 7. by reason of area practice Walk has agreed to compensate at time and one-half rate for such overtime hours. (e) Pay Walk for hours worked in excess of forty hours per week by personnel not covered in (c) or (d) above on the basis of the straight time pay rate for the individuals involved. (f) Pay Walk to cover its profit, overhead, insurance, employment taxes, and other costs, an overlay equal to fifty per centum (50%) of straight time pay rate for all hours actually worked, including those in excess of forty hours per week. No overlay shall be paid on the premium portion of overtime rates. (g) Reimburse Walk for transportation expense, long distance telephone and telegraph expense, reproduction costs, and any other expenses which may be incurred by Walk's company or individual employees thereof with the prior approval of Ethyl (with the understanding that separate reimbursement is being authorized) in connection with the services being performed for Ethyl. Reimbursement to Walk for such expenses shall be on the basis of actual cost. Transportation expense for travel of Walk personnel between their residences. Ethyl's Baton Rouge offices, and Walk's offices will be absorbed by Walk under the overlay allowance provided for under Article 7(f) above. Ethyl may also reimburse Walk for relocation costs of Walk's employees and their families if Ethyl deems it desirable and necessary to do so. (h) In computing salaries under paragraph 7(b), provided an employee of Walk has performed services hereunder on Ethyl's regularly scheduled work day immediately F-089 7.1 ETC 04313 8. before and immediately after a holiday, services will be considered to have been performed hereunder and Ethyl will reimburse a salary equal to that for eight hours of straight time work, on all days which are officially designated as Ethyl Baton Rouge plant holidays. If said holiday occurs during a scheduled vacation, or bona-fide illness, the requirements for performance of work by the employees on Ethyl's regularly scheduled work days immediately before and immediately after the holiday will be waived, provided said scheduled work days likewise occur during the scheduled vacation, or bona-fide illness. The employee will be required to work the scheduled work day immediately before or after the holiday when such work days do not occur during the scheduled vacation or bona-fide illness. The term "scheduled vacation" shall be defined as a vacation period approved by Ethyl in advance of the first day in the vacation period. Ethyl reserves the right to require a doctor's signed statement in support of "bona-fide illness" claims. In computing overtime pay for those employees of Walk who are paid for hours in excess of forty hours per week at the rate of time and one-half, by reason of the Wage and Hour Law or area practice, the following shall be observed. "Holiday hours, payment for which said employee of Walk has earned by working in accordance with the requirements of this section (Section 7), hours absent due to bona-fide illness, military leave, jury duty, and F-08974 ETC 04314 9. scheduled vacation hours shall be considered as hours worked in deter mining total hours worked in a given week. The sole purpose of this paragraph is to establish the basis for reimbursement by Ethyl of payment of premium overtime during weeks which contain holiday(s), scheduled vacations, military leave, jury duty or period of bona-fide illness. Work in excess of eight hours in a given day does not in itself constitute 'overtime'." Salaries paid by Walk to its employees on other than official Ethyl holidays will not be reimbursed by Ethyl. If a Walk employee has performed services hereunder on the regularly scheduled work day immediately preceding and immediately following any officially designated holiday and, in addition, actually performs services on the specified holiday itself. Ethyl, in addition to reimbursing the holiday time presumed to have been worked, will reimburse a salary for such hours actually worked equivalent to the employee's straight time rate of pay. For those employees who are normally paid at the rate of time and one-half for hours in excess of forty per week, the hours actually worked on the holiday will be counted in determining total hours worked in the week. Straight time overlay of fifty per centum (50%) will apply to holiday time presumed to have been worked. (i) Sums due under this Article 7 will be paid by Ethyl within twenty (20) days after receipt by Ethyl of itemized semi-monthly invoices submitted by Walk. 8. (a) Walk will also perform work for Ethyl at Walk's offices in Baton Rouge, Louisiana and/or New Orleans, Louisiana, assuming overall project responsibility as F -089 7S ETC 04315 10. requested; furnishing all supervision, direction, coordination, materials and supplies required; and such engineering design, drafting, consulting engineering, field surveying and related services as are requested by Ethyl. When Ethyl avails itself of such services, it shall pay Walk for the services in accordance with Article 7 of this agreement, except that the overlay for Article 7(f) will be equal to sixty per centum (60%) of straight time pay rates and the time applied by Walk's principals will be covered by such overlay. (b) Tracing cloth (or paper) and other standard Ethyl forms will be furnished by Ethyl without charge to Walk. Cost of drawing prints and other reproduction expense will be reimbursable to Walk as provided under Article 7(g). (c) Sums due under this Article 8 will be paid by Ethyl within twenty (20) days after receipt by Ethyl of itemized invoices submitted by Walk at the end of each month. 9. All engineering and other personnel in the employ of Walk shall, at all times while on Ethyl's premises, be subject to the rules and regulations of Ethyl with regard to safety and will confine themselves to areas designated by Ethyl. 10. During all times this agreement is in effect. Walk will carry the following forms of insurance at its own expense, said insurance to be arranged in the name of Walk and in the name of Ethyl Corporation as respective interests may appear: F -08`-j 7 (: ETC 04316 11. (a) Workmen's Compensation and Employer's Liability Insurance This insurance shall be taken out and maintained in accordance with the Workmen's Compensation Law of the State or Province in which the work is to be done; occupational disease and medical reimbursement coverages must be included. The insur ance must cover all employees working at, on or away from the premises in the perform ance of the contract. In addition, Walk shall carry Employers' Liability insurance with limits of at least $100,000 per person, per accident. Walk will require all subcontractors to provide similar Workmen's Compensation and Employers' Liability insurance. (b) Comprehensive General Liability Insurance This insurance shall be taken out and maintained to cover Walk against any public liability and/or property damage claim which may arise from operations and completed operations under the contract, whether such operations be by Walk or subcontractor or any persons directly or indirectly employed by them. Such insurance shall be for an amount not less than $100,000 to cover injury or death of each person, not less than $500,000 to cover injury or death of all persons arising out of one occurrence and not less than $100,000 to cover loss or damage to property. The Comprehensive General Liability policy shall be endorsed so that wherever the word "accident" appears with respect to bodily injury liability, it will be changed to read "occurrence". Such insurance shall not exclude injury to or destruction of wires, conduits, mains, sewers or other similar property or appurtenances or any apparatus in connection therewith below the surface of the ground, nor shall such insurance exclude blasting, explosion or collapse. F -089 7 7 ETC 04317 12. (c) Automotive Public Liability and Property Damage Insurance This insurance shall be taken out and maintained to cover the interests of Walk against any public liability or property damage claims arising out of the operation of motor vehicles in performance of the work under this contract, whether such operation be by Walk or any subcontractor or any persons directly or indirectly employed by them. The amount of such insurance shall not be less than $100,000 for injury including death to any person and not less than $500,000 to cover injury to all persons in any one accident. Property damage insurance shall be for an amount not less than $50,000 per accident. (d) Insurance Certificates Two copies of the insurance certificates attesting to the fact that the above insurance is in effect shall be filed with Ethyl, attention Insurance Coordinator, prior to the commencement of work under this agreement. All certificates must include the following clause: "It is agreed that a ten (10) day notice of cancellation or any material change in these policies will be given to: Insurance Coordinator Ethyl Corporation P. O. Box 341 Baton Rouge, Louisiana 70821 As evidenced by return receipt of registered mail." 11. During the continuance of this contract, Walk will comply with and make all payments required by all applicable laws, rules, regulations, and orders of the Federal, F-0897R ETC 43ls 13. State and Local governments, regulating and in regard to the employment of its employees in the performance thereof. Walk indemnifies and holds Ethyl harmless from and against any and all losses and damages Ethyl may suffer and sustain arising from and resulting from its default in effecting such compliance or making the foregoing mentioned payments. 12. In the performance of the work authorized hereunder. Ethyl will from time to time release to Walk and its personnel certain drawings, tracings, and other information and "know-how" which are required in connection with the work. Walk hereby agrees that all information and "know-how" released to it by Ethyl hereunder, whether in the form of drawings or tracings or otherwise, will be held confidential and will not be made known to others without Ethyl's written consent. All tracings, prints, specifications, etc., prepared by Walk and all drawings, tracings, prints, and other information furnished to Walk by Ethyl or others for the work authorized hereunder are to be the exclusive property of Ethyl and are to be turned over to Ethyl upon completion of the work authorized here under. Walk agrees to use reasonable care in the selection and assignment of personnel for the work authorized hereunder and to take proper precautions to avoid the unauthorized dissemination of information and "know-how" acquired from Ethyl or developed by Walk during the prosecution thereof and relating thereto. All inventions and discoveries relating to the manufacture of tetraethyl lead or intermediate products used therein or to any matter in which Ethyl may have or may develop an interest made or conceived by personnel of Walk while engaged in the E--08979 ETC 04319 14. performance of work authorized hereunder or resulting from information and "know-how" acquired while engaged in the performance of work hereunder shall be the sole and absolute property of Ethyl and shall be assigned to Ethyl without further consideration. If any person employed by Walk in the performance of work hereunder makes a discovery or invention relating to the manufacture of tetraethyl lead or intermediate products used therein or to any matter in which Ethyl may have or may develop an interest. Walk will make the fact of such discovery known to Ethyl as soon as it becomes known to Walk. Walk further agrees to request and use its best efforts in securing patent assign ments to Walk by its employees who perform services on work authorized herein, and agrees to assign to Ethyl any rights which Walk might have to any invention or discovery under the above conditions. The application for letters patent shall be made at the ex pense of Ethyl. Walk will secure from each person employed by it in the performance of work here under an agreement as follows: To: Walk, Haydel & Associates: "In consideration of the remuneration paid me by Walk, Haydel & Associates, and in consideration, as a separate and sufficient compensation, of the information to be imparted to me and of the contacts, facilities, and methods of solution which will be available to me while in the employ of Walk, Haydel & Associates, and assigned by it to work on assignments given to my employer by Ethyl Corporation, I hereby agree: "That any inventions or discoveries or improvements, whether patentable or F-08980 ETC 04320 15. unpatentable, conceived by me or made in whole or in part by me during my employment with Walk, Haydel & Associates, and relating in any manner to any assignments given to my employer by Ethyl shall become the absolute property of Walk, Haydel & Associates. "That I will keep such proper records as I may be directed by my supervisor, and all records and all notebooks kept by me relating to the subject of this agree ment, whether or not directed by my superior, are the property of Walk, Haydel & Associates. "That during the period of my employment and for a period of ten years thereafter I will not use for myself or others or divulge to anyone other than thosiin Walk, Haydel & Associates who are assigned to the same work as myself or others designated by my superior, any trade secrets and any secret or confidential information, "know-how", or data of Ethyl Corporation which may become known to me as a result of my employment, unless authorized by Ethyl Corporation, in writing; and I will use particular care to insure that such information, "know-how" and data does not become known to those who are engaged in activities competi tive with those of Walk, Haydel & Associates or Ethyl Corporation. I understand that much of the information I acquire as a result of my employment should, under no circumstances, be disclosed to others outside Ethyl Corporation and Walk, Haydel & Associates. There will also be much information that is marginal; and I recognize that it is difficult to draw an exact line of distinction in writing, although as a general rule it may be said that any unpublished information is secret E-08^81 ETC 04321 17. Ethyl and Walk each bind themselves, their successors, executors, adminis trators, and assigns to the other parties to this agreement and to the successors, executors, administrators, and assigns of such other party in respect to all covenants, conditions, and provisions of this agreement. Except as noted above, neither Ethyl nor Walk shall assign, sublet, or transfer their interest in this agreement without the written consent of the other. THUS DONE, ENTERED INTO, AND SIGNED in the presence of the witnesses whose names are subscribed opposite each respective signature as of the day and year first above written. WALK, HAYDEL & ASSOCIATES INC. By ETHYL CORPORATION By G. S. Roberts, Chief Engineer F-08983 ETC 04323 WALK, HAYDEL & ASSOCIATES, INC. DCStQA ANO CWOmeCRmO SURCRVtSIOR or imoustmial rACiunu COMPLETE PLANTS aooitions MODERNIZATIONS ENGINEERING CONSULTANTS AND DESIGNERS NEW ORLEANS, LOUISIANA, U. S. A. February 15, 1967 FACILITIES EVALUATION* ECONOMIC SURVEYS ANO ftl0*TS MAIN OFFICES 762 BARONNE STREET 70113 TELEPHONE SO* 52-2i 3* CONFIDENTIAL Ethyl Corporation P. O. Box 341 Baton Rouge, Louisiana Attention: Mr. L. A. Hebert Dear Mr. Hebert: In accordance with our recent telephone conversation, we enclose herewith copy of the contract draft which wos forwarded for our review under cover of your letter dated January 19, 1967. The contract is in accordance with previous understandings and is acceptable to us in all respects except for a very few creas where we have made red pen cil notations. Please let us know if you desire to meet with us for further discussions, or if you are agreeable to placing the contract in final form in accordance with the marked copy attached. Sincerely yours, WALK, HAYDEL & ASSOCIATES, INC. FHW:sji F--08984 ETC 04324 ETHYL CORPORATION cc: Mr. J. W. Fleriken Mr. C. A. Kyle Mr. G. S. Robert* To Mr. W. D. Gottwald INTEROFFICE r- Address Richmond From C. E. Daviet Subject Engineering Service Contracts for 1967 Address Baton Rouge Date April 7, 1967 Enclosed are originally signed copies of three contracts for engineering services through December 31, 1967. These are with Barnard and Burk industrial Corporation; John,.L. Lowery and Associates; and Walk, Haydel and Associates, Inc. The usual support letters are attached. /si Attachments C. E. Daviet ETHYL Corporation lijjEEEi?' 'T~ ,, APR 7^ 19S7 1 r'~"0Trt-- i! --'!* ulEULI W- D GOT T WALD F-0R98S ETC 04325 t >& <2_ % THIS AGREEMENT made and entered into this 1*4 day of , 1967 by and between ETHYL CORPORATION, a corporation of the State of Virginia, duly authorized to transact business in the State of Louisiana (hereinafter referred to as "Ethyl"), and WALK, HAYDEL & ASSOCIATES, INC., a corporation of the State of Louisiana, with offices in the City of Baton Rouge, Louisiana and the City of New Orleans, Louisiana (hereinafter referred to as "Walk"). WITNESSETH WHEREAS, Ethyl, in connection with its present construction program has need of the services of engineers and other personnel to assist in the engineering work and supple ment its own general engineering staff; and, WHEREAS, Walk represents to Ethyl that it is in a position to furnish engineering services to Ethyl by assigning its personnel to work in conjunction with Ethyl's engineer ing staff at Baton Rouge; such services to consist of furnishing mechanical development draftsmen, designers and engineers; mechanical, piping, structural, and electrical draftsmen, designers, and engineers; project engineers, specification engineers; and, if requested, a design leader and/or squad leaders, estimators, "material take-off" personnel, inspectors, and model builders; and further represents that it is in a position to furnish engineering services to Ethyl at Walk's offices in Baton Rouge, Louisiana and/or New Orleans, Louisiana. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, it is agreed by Wclk and Ethyl as follows: 1. Walk will make available to Ethyl on a full-time basis the number and classifi cation of engineering and other personnel that Ethyl from time to time designates it requires to p-0S98^ ETC 04326 2. provide the engineering and related services which are to be performed in conjunction with Ethyl's Baton Rouge engineering staff. Upon giving Walk fifteen calendar days notice. Ethyl shall have the right to increase the number of Walk personnel so designated . Ethyl shall have the further right to reduce the number of Walk personnel so designated provided that in the event the reduction is 10% or less of the number designated, a minimum of fifteen (15) calendar days advance notice will be given to Walk. In the event Ethyl reduces its requirements for Walk's personnel without giving said notice, and if Walk is unable to immediately place such personnel on other work, Ethyl will pay Walk up to a maximum of two weeks' straight time compensation for each Walk employee who is included in such reduction of personnel; said amount shall include straight time com pensation for services performed after said notice, plus an overlay as provided for under Article 7. Ethyl agrees to release no more than the following listed percentages of Walk personnel that may be assigned to serve Ethyl at any time without first giving the minimum notice times indicated: Percentage Reduction Minimum Notice Time 10% through 50% 30 calendar days Over 50% 60 calendar days Should Ethyl fail to adhere to the above minimum notice times. Walk will place such personnel on other work as soon as possible and an equitable settlement will be negotiated. In such circumstances Ethyl will not be liable to Walk for any amount in excess of actual salaries which Walk is obligated to pay (plus overlay as provided for under Article 7) between the date of reduction and the date each Walk employee involved p-OPBP? ETC 04327 3. is placed by Walk on other work, provided further that Ethyl shall not be liable for any such salary or the applicable overlay (as provided for under Article 7) in excess of the amount Walk is liable for under Walk's individual contracts of employment with said personnel. Ethyl agrees to advise Walk at periodic intervals concerning possible long-range needs for increasing or reducing the number of Walk personnel assigned to Ethyl in accordance with paragraph 1 of this article, and further agrees that wherever possible firm commitments concerning increases or reductions will be made to Walk with more advance notice than the minimum contractual obligations outlined above. In this regard it is understood and agreed by both parties to this agreement that proper and satisfactory services suited to Ethyl's needs can be furnished (for the economical overlay costs as provided for under Article 7 hereof, present conditions considered) Only if full cooperation is extended by Ethyl in accordance with the foregoing. 2. During all such times as Walk supplies engineering personnel assistance to Ethyl in accordance with Article 1, should Ethyl so request. Walk shall designate one of its employees furnished hereunder as "Design Leader." Said Design Leader shall be in charge of and responsible for the direction and coordination of work of the squad leaders and mechanical, piping, structural, and electrical draftsmen and designers furnished. The Design Leader may or may not also be in general charge of the project engineers. F-08988 ETC 04328 4. specification engineers, development draftsmen and designers, estimators, material take-off personnel, inspectors and model builders furnished and may or may not be Walk's representative in all matters pertaining to those parts of this contract. During periods when Ethyl does not desire the services of a resident "Design Leader," Walk shall designate one employee to handle necessary work hours reports, etc., required for payroll and billing computations, etc. So long as the work is being performed in Ethyl's office the overall direction and coordination of the work performed by Walk personnel under terms of this contract shall, however, be the responsibility of Ethyl, whether or not a resident "Design Leader" is furnished by Walk. For projects that may be assigned to Walk on a full responsibility basis, refer to Article 8 hereof. 3. It is distinctly understood and agreed that at all times during the continuance of this contract Walk shall, for all purposes, be deemed and considered an independent contractor and any and all engineering personnel furnished hereunder by Walk shall, for any and all purposes, be deemed and considered employees of Walk and not of Ethyl. 4. Prior to Walk assigning any of its engineering and other personnel for services under the terms of this contract, it shall submit the employee's qualifications to Ethyl in writing and shall advise Ethyl of his salary, said qualifications and salary to be subject to Ethyl's approva F-089B9 ETC 04329 5. Ethyl reserves the right to request interviews with prospective Walk assignees prior to acceptance of these assignees under the terms of Article 1. Any increases in salaries given by Walk to employees assigned to Ethyl must have Ethyl's prior approval if such increases are to be billed to Ethyl. Walk will remove from the performance of such service any of its employees whom Ethyl requests to be removed for just cause, and the notice provisions of Article 1 shall not apply in such cases. 5. All of Walk's personnel furnished to perform services under the terms of this contract will be required to work a minimum of eight (8) hours per day for five (5) days per week, except for holidays, vacations, etc., as provided herein. Any work in excess of forty (40) hours in any one work-week shall be performed only with the consent and prior approval of Ethyl. 6. Ethyl agrees to provide Walk's personnel assigned to perform services under the terms of Article 1 of this contract, with the working facilities deemed necessary by Ethyl (to include desks, drafting tables, chairs, and drafting machines, parallel bars or "T" squares), but Ethyl will not furnish personal drafting tools . Such personal tools are to be supplied by Walk or by its employees at Walk's election. ETC 04330 6. 7. As full compensation to Walk for services rendered, performed, and furnished under Article 1 of this contract. Ethyl agrees to: (a) Pay Walk a four hundred dollar ($400) placement fee for each personnel placed plus an additional two hundred dollars ($200) per placement when prospective assignees for such placement are to be interviewed by Ethyl. Walk agrees to reimburse the above four hundred dollar placement fee to Ethyl should any of the following con ditions arise. (1) Assignee is disqualified by Ethyl for continued service prior to the expiration of thirty-one (31) calendar days after placement. (2) Assignee is withdrawn by Walk from Ethyl's service irrespective of reason or length of service. (3) Assignee remains in continuous service to Ethyl over a period of one year. (b) Reimburse Walk the total amount of all salaries which it has paid on the basis of a forty hour straight time work-week for time actually worked, to the personnel performing services under this agreement. (c) Reimburse Walk the total amount of all salaries which by law Walk has paid at the rate of time and one-half for hours worked in excess of forty hours per week to personnel performing services under this agreement. (d) Pay Walk at the rate of time and one-half/or hours worked in excess of forty hours per week by personnel performing services under this agreement who F-08991 ETC 04331 7. by reason of area practice Walk has agreed to compensate at time and one-half rate for such overtime hours. (e) Pay Walk for hours worked in excess of forty hours per week by personnel not covered in (c) or (d) above on the basis of the straight time pay rate for the individuals involved. (f) Pay Walk to cover its profit, overhead, insurance, employment taxes, and other costs, an overlay equal to fifty per centum (50%) of straight time pay rate for all hours actually worked, including those in excess of forty hours per week. No overlay shall be paid on the premium portion of overtime rates. (g) Reimburse Walk for transportation expense, long distance telephone and telegraph expense, reproduction costs, and any other expenses which may be incurred by Walk's company or individual employees thereof with the prior approval of Ethyl (with the understanding that separate reimbursement is being authorized) in connection with the services being performed for Ethyl. Reimbursement to Walk for such expenses shall be on the basis of actual cost. Transportation expense for travel of Walk personnel between their residences. Ethyl's Baton Rouge offices, and Walk's offices will be absorbed by Walk under the overlay allowance provided for under Article 7(f) above. Ethyl may also reimburse Walk for relocation costs of Walk's employees and their families if Ethyl deems it desirable and necessary to do so. (h) In computing salaries under paragraph 7(b), provided an employee of Walk has performed services hereunder on Ethyl's regularly scheduled work day immediately C-08999 ETC 04332 8. before and immediately after a holiday, services will be considered to have been performed hereunder and Ethyl will reimburse a salary equal to that for eight hours of straight time work, on all days which are officially designated as Ethyl Baton Rouge plant holidays. If said holiday occurs during a scheduled vacation, or bona-fide illness, the requirements for performance of work by the employees on Ethyl's regularly scheduled work days immediately before and immediately after the holiday will be waived, provided said scheduled work days likewise occur during the scheduled vacation, or bona-fide illness. The employee will be required to work the scheduled work day immediately before or after the holiday when such work days do not occur during the scheduled vacation or bona-fide illness. The term "scheduled vacation" shall be defined as a vacation period approved by Ethyl in advance of the first day in the vacation period. Ethyl reserves the right to require a doctor's signed statement in support of "bona-fide illness" claims. In computing overtime pay for those employees of Walk who are paid for hours in excess of forty hours per week at the rate of time and one-half, by reason of the Wage and Hour Law or area practice, the following shall be observed. "Holiday hours, payment for which said employee of Walk has earned by working in accordance with the requirements of this section (Section 7), hours absent due to bona-fide illness, military leave, jury duty, and E-08993 etc 04333 ?r 9. scheduled vacation hours shall be considered as hours worked in deter mining total hours worked in a given week. The sole purpose of this paragraph is to establish the basis for reimbursement by Ethyl of payment of premium overtime during weeks which contain holiday(s), scheduled vacations, military leave, jury duty or period of bona-fide illness. Work in excess of eight hours in a given day does not in itself constitute 'overtime1." Salaries paid by Walk to its employees on other than official Ethyl holidays will not be reimbursed by Ethyl. If a Walk employee has performed services hereunder on the regularly scheduled work day immediately preceding and immediately following any officially designated holiday and, in addition, actually performs services on the specified holiday itself, Ethyl, in addition to reimbursing the holiday time presumed to have been worked, will reimburse a salary for such hours actually worked equivalent to the employee's straight time rate of pay. For those employees who are normally paid at the rate of time and one-half for hours in excess of forty per week, the hours actually worked on the holiday will be counted in determining total hours worked in the week. Straight time overlay of fifty per centum (50%) will apply to holiday time presumed to have been worked. (i) Sums due under this Article 7 will be paid by Ethyl within twenty (20) days after receipt by Ethyl of itemized semi-monthly invoices submitted by Walk. 8. (a) Walk will also perform work for Ethyl at Walk's offices in Baton Rouge, Louisiana and/or New Orleans, Louisiana, assuming overall project responsibility as E-08'994 ETC 04334 10. requested; furnishing all supervision, direction; coordination, materials and supplies required; and such engineering design, drafting, consulting engineering, field surveying and related services as are requested by Ethyl. When Ethyl avails itself of such services, it shall pay Walk for the services in accordance with Article 7 of this agreement, except that the overlay for Article 7(f) will be equal to sixty per centum (60%) of straight time pay rates and the time applied by Walk's principals will be covered by such overlay. (b) Tracing cloth (or paper) and other standard Ethyl forms will be furnished by Ethyl without charge to Walk. Cost of drawing prints and other reproduction expense will be reimbursable to Walk as provided under Article 7(g). (c) Sums due under this Article 8 will be paid by Ethyl within twenty (20) days after receipt by Ethyl of itemized invoices submitted by Walk at the end of each month. 9. AH engineering and other personnel in the employ of Walk shall, at all times while on Ethyl's premises, be subject to the rules and regulations of Ethyl with regard to safety and will confine themselves to areas designated by Ethyl. 10. During all times this agreement is in effect. Walk will carry the following forms of insurance at its own expense, said insurance to be arranged in the name of Walk and in the name of Ethyl Corporation as respective interests may appear: E- 08995 ETC 04335 11. (a) Workmen's Compensation and Employer's Liability Insurance This insurance shall be taken out and maintained in accordance with the Workmen's Compensation Law of the State or Province in which the work is to be done; occupational disease and medical reimbursement coverages must be included. The insur ance must cover all employees working at, on or away from the premises in the perform ance of the contract. In addition. Walk shall carry Employers' Liability insurance with limits of at least $100,000 per person, per accident. Walk will require all subcontractors to provide similar Workmen's Compensation and Employers' Liability insurance. (b) Comprehensive General Liability Insurance This insurance shall be taken out and maintained to cover Walk against any public liability and/or property damage claim which may arise from operations and completed operations under the contract, whether such operations be by Walk or subcontractor or any persons directly or indirectly employed by them. Such insurance shall be for an amount not less than $100,000 to cover injury or death of each person, not less than $500,000 to cover injury or death of all persons arising out of one occurrence and not less than $100,000 to cover loss or damage to property. The Comprehensive General Liability policy shall be endorsed so that wherever the word "accident" appears with respect to bodily injury liability, it will be changed to read "occurrence". Such insurance shall not exclude injury to or destruction of wires, conduits, mains, sewers or other similar property or appurtenances or any apparatus in connection therewith below the surface of the ground, nor shall such insurance exclude blasting, explosion or collapse. F-08996 ETC 04336 12. (c) Automotive Public Liability and Property Damage Insurance This insurance shall be taken out and maintained to cover the interests of Walk against any public liability or property damage claims arising out of the operation of motor vehicles in performance of the work under this contract, whether such operation be by Walk or any subcontractor or any persons directly or indirectly employed by them. The amount of such insurance shall not be less than $100,000 for injury including death to any person and not less than $500,000 to cover injury to all persons in any one accident. Property damage insurance shall be for an amount not less than $50,000 per accident. (d) Insurance Certificates Two copies of the insurance certificates attesting to the fact that the above insurance is in effect shall be filed with Ethyl, attention Insurance Coordinator, prior to the commencement of work under this agreement. All certificates must include the following clause: "It is agreed that a ten (10) day notice of cancellation or any material change in these policies will be given to: Insurance Coordinator Ethyl Corporation P. O. Box 341 Baton Rouge, Louisiana 70821 As evidenced by return receipt of registered mail." 11. During the continuance of this contract, Walk will comply with and make all payments required by all applicable laws, rules, regulations, and orders of the Federal, F-08997 ETC 04337 13. State and Lpcal governments, regulating and in regard to the employment of its employees in the performance thereof. Walk indemnifies and holds Ethyl harmless from and against any and all losses and damages Ethyl may suffer and sustain arising from and resulting from its default in effecting such compliance or making the foregoing mentioned payments. 12. In the performance of the work authorized hereunder. Ethyl will from time to time release to Walk and its personnel certain drawings, tracings, and other information and "know-how" which are required in connection with the work. Walk hereby agrees that all information and "know-how" released to it by Ethyl hereunder, whether in the form of drawings or tracings or otherwise, will be held confidential and will not be made known to others without Ethyl's written consent. All tracings, prints, specifications, etc., prepared by Walk and all drawings, tracings, prints, and other information furnished to Walk by Ethyl or others for the work authorized hereunder are to be the exclusive property of Ethyl and are to be turned over to Ethyl upon completion of the work authorized here under. Walk agrees to use reasonable core in the selection and assignment of personnel for the work authorized hereunder and to take proper precautions to avoid the unauthorized dissemination of information and "know-how" acquired from Ethyl or developed by Walk during the prosecution thereof and relating thereto. All inventions and discoveries relating to the manufacture of tetraethyl lead or intermediate products used therein or to any matter in which Ethyl may have or may develop an interest made or conceived by personnel of Walk while engaged in the F-08998 ETC 04338 14. performance of work authorized hereunder or resulting from information and "know-how" acquired while engaged in the performance of work hereunder shall be the sole and absolute property of Ethyl and shall be assigned to Ethyl without further consideration. If any person employed by Walk in the performance of work hereunder makes a discovery or invention relating to the manufacture of tetraethyl lead or intermediate products used therein or to any matter in which Ethyl may have or may develop an interest Walk will make the fact of such discovery known to Ethyl as soon as it becomes known to Walk. Walk further agrees to request and use its best efforts in securing patent assign ments to Walk by its employees who perform services on work authorized herein, and agrees to assign to Ethyl any rights which Walk might have to any invention or discovery under the above conditions. The application for letters patent shall be made at the ex pense of Ethyl. Walk will secure from each person employed by it in the performance of work here under an agreement as follows: To: Walk, Haydel & Associates: "In consideration of the remuneration paid me by Walk, Haydel & Associates, and in consideration, as a separate and sufficient compensation, of the information to be imparted to me and of the contacts, facilities, and methods of solution which will be available to me while in the employ of Walk, Haydel & Associates, and assigned by it to work on assignmenrs given to my employer by Ethyl Corporation, I hereby agree: "That any inventions c: discoveries or improvements, whether patentable or E-08999 etc 15. unpatentable, conceived by me or made In whole or in part by me during my employment with Walk, Haydel & Associates, and relating in any manner to any assignments given to my employer by Ethyl shall become the absolute property of Walk, Haydel & Associates. "That I will keep such proper records as I may be directed by my supervisor, and all records and all notebooks kept by me relating to the subject of this agree ment, whether or not directed by my superior, are the property of Walk, Haydel & Associates. "That during the period of my employment and for a period of ten years thereafter I will not use for myself or others or divulge to anyone other than those in Walk, Haydel & Associates who are assigned to the same work as myself or others designated by my superior, any trade secrets and any secret or confidential information, "know-how", or data of Ethyl Corporation which may become known to me as a result of my employment, unless authorized by Ethyl Corporation, in writing; and I will use particular care to insure that such information, "know-how" and data does not become known to those who are engaged in activities competi tive with those of Walk, Haydel & Associates or Ethyl Corporation. I understand that much of the information I acquire as a result of my employment should, under no circumstances, be disclosed to others outside Ethyl Corporation and Walk, Haydel & Associates. There will also be much information that is marginal; and I recognize that it is difficult to draw an exact line of distinction in writing, although as a general rule it may be said that any unpublished Information is secret F-09000 ETC 04340 16. and confidential. In those cases where doubt arises, I will obtain permission from Walk, Haydel & Associates and Ethyl Corporation before using or divulging the information in question to others outside Walk, Haydel & Associates. "That I will execute patent applications, domestic and foreign, and proper assignments and perform all other acts which Walk, Haydel & Associates may reasonably require of me to vest in it all rights herein conveyed, said Walk, Haydel & Associates bearing all reasonable expenses incurred by me at its request in connection therewith. "This agreement supersedes all previous arrangements, agreements, or understanding, verbal or in writing, between me and Walk, Haydel & Associates regarding its subject matter." "Place "Date Employee 13. The term of this agreement shall be for a period of twelve (12) months commencing on the 1st day of January, 1967 and extending through December 31st, 1967. Either party shall have the right to cancel this agreement at any time by giving sixty (60) days' written notice of such cancellation. E -09001. ETC 04341 17. Ethyl and Walk each bind themselves, their successors, executors, adminis trators, and assigns to the other parties to this agreement and to the successors, executors, administrators, and assigns of such other party in respect to all covenants, conditions, and provisions of this agreement. Except as noted above, neither Ethyl nor Walk shall assign, sublet, or transfer their Interest in this agreement without the written consent of the other. THUS DONE, ENTERED INTO, AND SIGNED in the presence of the witnesses whose names are subscribed opposite each respective signature as of the day and year first above written. WALK, HAYDEL & ASSOCIATES INC. By ETHYL CORPORATION By G. S. Roberts, Chief Engineer f-0900? ETC 04342 January 19, 1967 Mr. Frank Walk Walk, Haydel & Associate!, Inc. 762 Baronne Street New Orleans, Louisiana 70113 Dear Mr. Walk: The attached contract has been marked up In accordance with our prior discussions. I certainly hope it meets with your approval. Please accept my apology for the delay. Very truly yours. M Attachment L. A. Hebert F-09003 ETC 04343 April 4, 1967 Mr. Frank A. Walk Walk, Ha/del & Associates, Inc. 762 Baronne Street New Orleans, Louisiana 70113 Dear Frank: This will confirm my recent telephone statement, to wit, "A Walk employee who resigns or quits his employment would not be considered as withdrawn by Walk" in accordance with Article 7 (a)(2) of our 1967 Contract. With best regards. /*! bcc: Mr. L. A. Hebert C. E. Daviet, Superintendent Specialty Services F--09004 ETC 04344 I * between ETHYL CORPORATION, a corporation of the State of Virginia, duly authorized to trans act business in the State of Louisiana (hereinafter referred to as "Ethyl"), and WALK, HAYDEL & ASSOCIATES, INC., a corporation of the State of Louisiana, with offices in the City of Baton Rouge, Louisiana and the City of New Orleans, Louisiana (hereinafter referred to as "Walk"). WITNESSETH WHEREAS, Ethyl, in connection with its present construction program has need of the ser vices of engineers and other personnel to assist in the engineering work and supplement its own general engineering staff; and, WHEREAS, Walk represents to Ethyl that it is in a position to furnish engineering services to Ethyl by assigning its personnel to work in conjunction with Ethyl's engineering staff ft Baton Rouge^pliwf; such services to consist of furnishing mechanical development draftsmen, de signers and engineers; mechanical, piping, structural, and electrical draftsmen, designers, and engineers; project engineers, specification engineers; and, if requested, a designer leader and/or squad leaders, estimators, "material take-ofP' personnel, inspectors, and model builders; and further represents that it is in a position to furnish engineering services to Ethyl at Walk's offices in Baton Rouge, Louisiana and/or New Orleans, Louisiana. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, it is agreed by Walk and Ethyl as follows: 1. Walk will make available to Ethyl on a full-time basis the number and classification of engineering and other personnel that Ethyl from time to time designates it requires to provide the engineering and related services which are to be performed^ Ethyl's Baton Rouge^p&wk Upon giving Walk fifteen calendar days notice. Ethyl shall have the right to increase the number of F-09005, ETC 04345 2. |<---------Walk personnel so designated. Ethyl shall have the further right to reduce the number of Walk personnel so designated provided that in the event the reduction is 10% or less of the number designated, aminimumof fifteen (15) calendar days advance notice will be given to Walk. In the event Ethyl reduces its requirements fo' Walk's personnel without giving said notice, and if Walk is unable to immediately place such personnel on other work, Ethyl will pay Walk up to a maximum of two weeks' straight time compensation for each Walk employee who is included in such reduction of personnel; said amount shall include straight time com pensation for services performed after said notice, plus an overlay as provided for under Article 7. Ethyl agrees to release no more than the following listed percentages of Walk personnel that may be assigned to serve Ethyl at any time without first giving the minimum notice times indicated: Percentage Reduction Minimum Notice Time 10% through 50% 30 calendar days Over 50% 60 calendar days Should Ethyl fail to adhere to the above minimum notice times, Walk will place such personnel on other work as soon as possible and an equitable settlement will be negoti ated. In such circumstances Ethyl will not be liable to Walk for any amount in excess of actual salaries which Walk is obligated to pay (plus overlay as provided for under Article 7) between the date of reduction and the date each Walk employee involved is placed by Walk on other work, provided further that Ethyl shall not be liable for any such salary or the applicable overlay (as provided for under Article 7) in excess of the amount Walk is liable for under Walk's individual contracts of employment with said personnel. E-09006 ETc 04346 3. Ethyl agrees to advise Walk at periodic intervals concerning possible long-range ^ tu^rJbi^xIaiZA need? for increasing or reducing WaIk^ personnel assigned to EthylJlIietwHtewge^i***^ oaSU- , ^ and further agrees that wherever possible firm commitments concerning increases or re ductions will be made to Walk with more advance notice than the minimum contractual obligations outlined above. In this regard it is understood and agreed by both parties to this agreement that proper and satisfactory services suited to Ethyl's needs can be furnished (for the economical overlay costs as provided for under Article 7 hereof, present condi tions considered) only if full cooperation is extended by Ethyl in accordance with the foregoing. 2. During all such timej.as Walk supplies engineering personnel assistance at Elli/fs laaM- Butuvi Rouge ptait should Ethyl so request, Walk shall designate one of its employees 4 furnished hereunder as "Design Leader". Said Design Leader shall be in charge of and responsible for the direction and coordination of work of the squad leaders and mechanical, piping, structural, and electrical draftsmen and designers furnished. The Design Leader may or may not also be in general charge of the project engineers, specification engineers, development draftsmen and designers, estimators, material take-off personnel, inspectors and model builders furnished and may or may not be Walk's representative in all matters pertaining to**^^ poftriftf this ? ^itU an^moaring cervices which are to 0 fumiuU UT Ethyl'5 BUI Oil Ruoge pkinl. During periods when Ethyl does not desire the services of a resident "Design Leader", Walk shall designate one employee to handle F-09007 ETC 04347 4. necessary work hours reports, etc., required for payroll and billing computations, etc. So long as the work is being performed in Ethyl's office the overall direction and c^ ordination ef tho work of thp pro-feet ongffioorei spesifisntiertenstiBoertj marhnnirnl t&u* QjvJ/'A*of development draftsmen-eiiid tlwigneu, design engineers, estimators, material tnkfir^ personnel, inspeclau uud-inodel-bwfdew furniohod horeunder shall, however, be the responsibility of Ethyl, whether or not a resident "Design Leader" is furnished by Walk# fW c;reepftr-foor^pprojects that may be assigned to Walk on a full responsibility basis^os-pro* ^idod for underArticle 8 hereof. 3. It is distinctly understood and agreed that at all times during the continuance of this contract Walk shall, for all purposes, be deemed and considered an independent con tractor and any and all engineering personnel furnished hereunder by Walk shall, for any and all purposes, be deemed and considered employees of Walk and not of Ethyl. 4. Prior to Walk assigning any of its engineering and other personnel for f'-i 0 Xtu, ^i servicestwhioh ere lo ba'perfanflod at Ethyl's Batonrftouge plant, it shall submit to EthyH ....the employee's qualifications and salary.said qualifications,and salary-Ksfiwl be ,,, Kujlkm*s> Xhi -fi -j -l subject to Ethyl's approvbI^ SHUPW+yy^y increases in salaries given by J Walk to stffc employees must have Ethyl's prior approval if such increases are to be billed n to Ethyl. Walk will remove from the performance of such service any of its employees whom Ethyl requests to be removed for just cause, and the^provisions of Article 1 shall I--09008 ETC 04348 4t ...* ^ -- > V iV ' V1! -< > - 1 '`Vjvt j * . v i- 4 Jr `i ' rv .a- i) not apply In such cases. .,, " vr*'-* --3 5. , ^tL 6uZwr All of Walk's personnel furnished to perform service^ht Ethyl's Bafew Roegra pi aw*' 5 l It f will be required to work a minimum of eight (8) hours per day for fitfe (5) days per week,1 except for holidays, vacations, etc., as provided herein. Anny work "in'Sxcess of forty - i {N 5* , * (40) hours in any one work-week shall be performed only with thqconsent and prior .ii A V>^t4 %*K. 5 ' v. approval of Ethyl. v. . . '> ^ . ^ V . 6.k - h&lf '- i. % c'a^ *--. . . . l Ethyl agrees to provide Walk's "personnel assigned to perform services ! ' v. -'.Ai (V # -V with the working facilities deemed necessary by Ethyl (to include desks, ' r * f* `.j drafting tables, chairs, and drafting machines, parallel bars ort"T" scares), but Ethyl will not furnish personal'drafting tools. Such personal tpols are-vtobeb^upplied by Walk V or by its employees at Walk's election. ^SK As full compensation to Walk for services rendered, performed, and furnished \M Ethyl agrees to: ($ Reimburse Walk the total amount of all salaries which it has paid on the basis of a forty hour straight time work-week for time actually worked, to the personnel per forming services under this agreement, F-09009 \C.) <& Reimburse Walk the total amount of all salaries which by law Walk has paid 3^o*oLj /pAauuidh*- rpo- if r \ 'ir ETC 04349 0*--' aAJUfZni+J U JLzj^AkJI, ^ -^j > mf ii LT**fe K*n A V, * &<J --*0^0. . _ A* ,, `ihxr-tiHJwJ , oUaxk^ -puli mj^ t /u^uJt^ iJL if*^ 1-^MJl JUib** ^JL3L>' tS -& ^ '^t* ^LA^CS^oUJ^ <7uJ, U ~(J^ ji^pAAtu^ * '5**"' <UruAt^* ---------A >sr--esy-0 -i*A---405J) ObJUsuA*-*^ dk-^ i jA&A*.*J*jt 2) Aa^^'UjUU s ^/tAa^-AJuJE**-** Q/}lAA^*a^JlK. JL O&jJu^ j/ftjyj- /* (^AaP-^--K^ <7 .Ajut^w Vv^ ^vfL/j t^+siZ>J*/ . UL r -^---/-i----- -*-. t7r)n.,,*V^.-. ' tk^vJO-*tX'^i+*u* -u. 4A ^-1 - /I ILvU-At*^.. L<~ KLtS\SJ\Mu^, *& X, 4fck*-8r *^ ^ ^^ /I. 7^ . 0 /I ' ^ F-0901O -.3* ETC 04330 6. rt thn rrf thru nnrl nun h~ilf 1-------"trl'rH in-------- -- hnii i |........ "* *** Pr-T-----r~rf~TI"`TlJ I ~ I 11 'I -*[d$*r Pay Walk at the rate of time and one-half for hours worked in excess of forty hours per week by personnel performing services under this agreement who by reason of area practice Walk has agreed to compensate at time and one half rate for such over time hours. Gel 0 Pay Walk for hours worked in excess of forty hours per week by personnel not (&) Cf covered in tg? or above on the basis of the straight time pay rate for the individuals involved. Pay Walk to cover its profit, overhead, insurance, employment taxes, and other costs, an overlay equal to fifty per centum (50%) of straight time pay rate for all hours actually worked, including those in excess of forty hours per week. No overlay shall be paid on the premium portion of overtime rates. Reimburse Walk for transportation expense, long distance telephone and tele graph expense, reproduction costs, and any other expenses which may be incurred by Walk's company or individual employees thereof with the prior approval of Ethyl (with the understanding that separate reimbursement is being authorized) in connection with the services being performed for Ethyl. Reimbursement to Walk for such expenses shall be on the basis of actual cost. Transportation expense for travel of Walk personnel between their residences, Ethyl's Baton Rouge p^WHSWid*offices, and Walk's offices will be absorbed by Walk under the overlay allowance provided for under Article 7 above. Ethyl may also reimburse Walk for relocation costs of Walk's employees and their families if Ethyl deems it desirable and necessary to do so. F-09011 ETC 04351 7. v*-;jb in computing salaries under paragraph 7Q, provided an Employee of Walk has performed services hereunder on Ethyl's regularly scheduled work day immediately before and immediately after a holiday, services will be considered to have been performed hereunder and Ethyl will reimburse a salary equal to that for eight hours of straight time I work, on all days which are officially designated as Ethyl Baton Rouge plant holidays. If said holiday occurs during a soheduling vacation, or bona-fide illness, the requirement for performance of work by the employees on Ethyl's regularly scheduled work days immedi ately before and immediately after the holiday will be waived, provided said scheduled work days likewise occur during the scheduled vacation, or bona-fide illness. The employee will be required to work the scheduled work day immediately before or after the holiday when such work days do not occur during the scheduled vacation or bona-tide illness. The term "scheduled vacation" shall be defined as a vacation period approved by Ethyl in advance of the first day in the vacation period. .' * *- Ethyl reserves the right to require a doctor's signed1 statement in support of "bona- fide illness" claims. In computing overtime pay for those employees of Walk who are paid for hours in excess of forty hours per week at the rate of time and one-half, by reason of the Wage and Hour Law or area practice, the following shall be observed: "Holiday hours, payment for which said employee of Walk has earned by working in accordance with the requirements of this x a section (Section 7), hours absent due to bona-fide illhess,^and scheduled vacation hours shall be considered as hours worked in determining total hours worked in a given week. mil ill I i i n_| 11 ~nn~nr Tf~rH*~i ~T:--h~rr in IKr --inti--r~ r "TrF , F-0901? ETC 04352 8. +UJpUCI lo"w] lf1"i 11 ^IM ... wnmi^ ^ocu> ."fr^sole purposes to establish the basis for reimbursement by Ethyl . 'Jl dU* of payment of premium overtime during weeks which contain yjjubU*^ holiday(s), scheduled vacations,^ or period of bona-fide illness. Work in excess of eight hours in a given day does not in itself constitute 'overtime'." Salaries paid by Walk to its employees on other than official Ethyl holidays will not be reimbursed by Ethyl. If a Walk employee has performed services hereunder on the regularly scheduled work day immediately preceding and immediately following any officially designated holiday and, in addition, actually performs services on the specified holiday itself. Ethyl, in addition to reimbursing the holiday time presumed to have been worked, will reimburse I a salary for such hours actually worked equivalent to the employee's straight time rate of pay. For those employees who are normally paid at the rate of time and one-half for hours in excess of forty per week, the hours actually worked on the holiday will be counted in determining total hours worked in the week. Straight time overlay of fifty per centum (50%) will apply to holiday time presumed to have been worked. Sums due under this Article 7 will be paid by Ethyl within twenty (20) days after receipt by Ethyl of itemized semi-monthly invoices submitted by Walk. 8. (a) Walk will also perform work for Ethyl at Walk's offices in Baton Rouge, F-09013 ETC 04353 9. Louisiana and/or New Orleans, Louisiana, assuming overall project responsibility as requested; furnishing all supervision, direction, coordination, materials and supplies re quired; and such engineering design, drafting, consulting engineering, field surveying and related services as are requested by Ethyl. When Ethyl avails itself of such services, it shall pay Walk for the services in accordance with Article 7 of this agreement, except that the aw-erer^for Article 7g^will be equal to sixty per centum (60%) of straight time pay rates and the time applied by Walk's principals will be covered by such overlay. (b) Tracing cloth (or paper) and other standard Ethyl forms will be furnished by Ethyl without charge to Walk. Cost of drawing prints and other reproduction expense will be reimbursable to Walk as provided under Article 7~ (c) Sums due under this Article 8 will be paid by Ethyl within twenty (20) days after receipt by Ethyl of itemized invoices submitted by Walk at the end of each month. 9. All engineering and other personnel in the employ of Walk shall, at all. times while on Ethyl's premises, be subject to the rules and regulations of Ethyl with regard to safety and will confine themselves to areas designated by Ethyl. 10. During all times this agreement is in effect. Walk will carry the following forms of insurance at its own expense, said insurance to be arranged in the name of Walk and in the name of Ethyl Corporation as respective interests may appear: E-09014 ETC 04354 10. (a) Workmen's Compensation and Employer's Liability Insurance This insurance shall be taken out and maintained in accordance with the Workmen's Compensation Law of the State or Province in which the work is to be done; occupational disease and medical reimbursement coverages must be included. The insur ance must cover all employees working at, on or away from the premises in the perform ance of the contract. In addition, Walk shall carry Employers' Liability insurance with limits of at least $100,000 per person, per accident. Walk will require all subcontractors to provide similar Workmen's Compensation and Employers' Liability insurance. (b) Comprehensive General Liability Insurance This insurance shall be taken out and maintained to cover Walk against any public liability and/or property damage claim which may arise from operations and completed * operations under the contract, whether such operations be by Walk or subcontractor or any persons directly or indirectly employed by them. Such insurance shall be for an amount not less than $100,000 to cover injury or death of each person, not less than $500,000 to cover injury or death of all persons arising out of one occurrence and not less than $100,000 to cover loss or damage to property. The Comprehensive General Liability policy shall be endorsed so that wherever the word "accident" appears with respect to bodily injury liability, it will be changed to read "occurrence". Such insurance shall not exclude injury to or destruction of wires, conduits, mains, sewers or other similar property or appurtenances or any apparatus in connection therewith below the surface of the ground, nor shall such insurance exclude blasting, explosion or collapse. F-09015 ETC 04355 11. (c) Automotive Public Liability and Property Damage Insurance This insurance shall be taken out and maintained to cover the interests of Walk against any public liability or property damage claims arising out of the operation of motor vehicles in performance of the work under this contract, whether such operation be by Walk or any subcontractor or any persons directly or indirectly employed by them. The amount of such insurance shall not be less than $100,000 for injury including death to any person and not less than $500,000 to cover injury to all persons in any one accident. Property damage insurance shall be for an amount not less than $50,000 per accident. (d) Insurance Certificates Two copies of the insurance certificates attesting to the fact that the above insurance is in effect shall be filed with Ethyl, attention Insurance Coordinator, prior to > the commencement of work under this agreement. All certificates must include the following clause: "It is agreed that a ten (10) day notice of cancellation or any material change in these policies will be given to: Insurance Coordinator Ethyl Corporation P. O. Box 341 Baton Rouge, Louisiana 70821 As evidenced by return receipt of registered mail." 11. During the continuance of this contract. Walk will comply with and make all payments required by all applicable laws, rules, regulations, and orders of the Federal, F-09016 ETC 04356 12. State and Local governments, regulating and in regard to the employment of its employees in the performance thereof. Walk indemnifies and holds Ethyl harmless from and against any and all losses and damages Ethyl may suffer and sustain arising from and resulting from its default in effecting such compliance or making the foregoing mentioned payments. 12. In the performance of the work authorized hereunder. Ethyl will from time to time release to Walk and its personnel certain drawings, tracings, and other information and "know-how" which are required in connection with the work. Walk hereby agrees that all information and "know-how" released to it by Ethyl hereunder, whether in the form of drawings or tracings or otherwise, will be held confidential and will not be made known to others without Ethyl's written consent. All tracings, prints, specifications, etc., prepared by Walk and all drawings, tracings, prints, and other information furnished to Walk by Ethyl or others for the work authorized hereunder are to be the exclusive property of Ethyl and are to be turned over to Ethyl upon completion of the work authorized here under. Walk agrees to use reasonable care in the selection and assignment of personnel for the work authorized hereunder and to take proper precautions to avoid the unauthorized dissemination of information and "know-how" acquired from Ethyl or developed by Walk during the prosecution thereof and relating thereto. All inventions and discoveries relating to the manufacture of tetraethyl lead or intermediate products used therein or to any matter in which Ethyl may have or may develop an interest made or conceived by personnel of Walk while engaged in the E-09017 ETC (*4 3 57 13. performance of work authorized hereunder or resulting from information and "know-how" acquired while engaged in the performance of work hereunder shall be the sole and absolute property of Ethyl and shall be assigned to Ethyl without further consideration. If any person employed by Walk in the performance of work hereunder makes a discovery or invention relating to the manufacture of tetraethyl lead or intermediate products used therein or to any matter in which Ethyl may have or may develop an interest. Walk will make the fact of such discovery known to Ethyl as soon as it becomes known to Walk. Walk further agrees to request and use its best efforts in securing patent assign ments to Walk by its employees who perform services on work authorized herein, and agrees to assign to Ethyl any rights which Walk might have to any invention or discovery under the above conditions. The application for letters patent shall be made at the ex pense of Ethyl. Walk will secure from each person employed by it in the performance of work here under an agreement as follows: ^ zajJ.. a-' j Ihs k J.5U, j) To: Walk, Haydel & Associates: "In consideration of the remuneration paid me by Walk, Haydel & Associates, and in consideration, as a separate and sufficient compensation, of the information to be imparted to me and of the contacts, facilities, and methods of solution which will be available to me while in the employ of Walk, Haydel & Associates, and assigned by it to work on assignments given to my employer by Ethyl Corporation, I hereby agree: "That any inventions or discoveries or improvements, whether patentable or F-09018 ETC 04358 14. unpatentable, conceived by me or made in whole or in part by me during my employment with Walk, Haydel & Associates, and relating in any manner to any assignments given to my employer by Ethyl shall become the absolute property of Walk, Haydel & Associates. "That I will keep such proper records as I may be directed by my supervisor, and all records and all notebooks kept by me relating to the subject of this agree ment, whether or not directed by my superior, are the property of Walk, Haydel & Associates. "That during the period of my employment and for a period of ten years thereafter I will not use for myself or others or divulge to anyone other than those in Walk, Haydel & Associates who are assigned to the same work as myself or others designated by my superior, any trade secrets and'any secret or confidential information, "know-how", or data of Ethyl Corporation which may become known to me as a result of my employment, unless authorized by Ethyl Corporation, in writing; and I will use particular care to insure that such information, "know-how" and data does not become known to those who are engaged in activities competi- \ tive with those of Walk, Haydel & Associates or Ethyl Corporation. I understand that much of the information I acquire as a result of my employment should, under no circumstances, be disclosed to others outside Ethyl Corporation and Walk, Haydel & Associates. There will also be much information that is marginal; and I recognize that it is difficult to draw an exact line of distinction in writing, although as a general rule it may be said that any unpublished information is secret -0901.9 ETC 04359 15. and confidential. In those cases where doubt arises, I will obtain permission from Walk, Haydel & Associates and Ethyl Corporation before using or divulging the information in question to others outside Walk, Haydel & Associates. "That I will execute patent applications, domestic and foreign, and proper assignments and perform all other acts which Walk, Haydel & Associates may reasonably require of me to vest in it all rights herein conveyed, said Walk, Haydel & Associates bearing all reasonable expenses incurred by me at its request in connection therewith. "This agreement supersedes all previous arrangements, agreements, or under standing, verbal or in writing, between me and Walk, Haydel & Associates regard ing its subject matter. Employee Place Date 13. The term of this agreement shall be for a period of^twelve (12) months commencing on the /fit day of U7 and extending through o / 3f-|Either party shall have the right to cancel this agreement at any time by giving sixty (60) days' written notice of such cancellation. Ethyl and Walk each bind themselves, their successors, executors, administrators, F-09070 ETC 04360 16. and assigns to the other parties to this agreement and to the successors, executors, administrators, and assigns of such other party in respect to all covenants, conditions, and provisions of this agreement. Except as noted above, neither Ethyl nor Walk shall assign, sublet, or transfer their interest in this agreement without the written consent of the other. THUS DONE, ENTERED INTO, AND SIGNED in the presence of the witnesses whose names are subscribed opposite each respective signature as of the day and year first above written. WALK, HAYDEL & ASSOCIATES, INC. By ETHYL CORPORATION By G. S. Roberts, Chief Engineer E-O^O?! ETC 04361 THIS AGREEMENT made and entered into this da/ of 1967 , 1866 by and between ETHYL CORPORATION, a corporation of the State of Virginia, duly authorized to trans act business in the State of Louisiana (hereinafter referred to as "Ethyl"), and WALK, HAYDEL & ASSOCIATES, INC., a corporation of the State of Louisiana, with offices in the City of Baton Rouge, Louisiana and the City of New Orleans, Louisiana (hereinafter referred to as "Walk"). WITNESSETH WHEREAS, Ethyl, in connection with its present construction program has need of the ser vices of engineers and other personnel to assist In the engineering work and supplement its own general engineering staff; and, WHEREAS, Walk represents to Ethyl that it is in a position to furnish engineering services gjt to Ethyl by assigning its personnel to work in conjunction with Ethyl's engineering staff ot Ethylb' Baton Rouge;such services to consist of furnishing mechanical development draftsmen, de- .. signers and engineers; mechanical, piping, structural, and electrical draftsmen, designers, and engineers; project engineers, specification engineers; and, if requested, a designer leader and/or squad leaders, estimators, "material take-off personnel, inspectors, and model builders; and further represents that it is in a position to furnish engineering services to Ethyl at Walk's offices in Baton Rouge, Louisiana and/or New Orleans, Louisiana. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, it is agreed by Walk and Ethyl as follows: 1. Walk will make available to Ethyl on a full-time basis the number and classification of engineering and other personnel that Ethyl from time to time designates It requires to provide the -in conjunction with engineering staff engineering and related services which are to be performed^^ClIi^'s Baton Roug Upon giving Walk fifteen calendar days notice, Ethyl shall have/fne right to increase the number of F-0902? TC 04362 2. ----------Walk personnel so designated. Ethyl shall have the further right to reduce the number of Walk personnel so designated provided that in the event the reduction is 10% or less of the number designated, a minimum of fifteen (15) calendar days advance notice will be given to Walk. In the event Ethyl reduces its requirements for Walk's personnel without giving said notice, and if Walk is unable to immediately place such personnel on other work, Ethyl will pay Walk up to a maximum of two weeks' straight time compensation for each Walk employee who is included in such reduction of personnel; said amount shall include straight time com pensation for services performed after said notice, plus an overlay as provided for under Article 7. Ethyl agrees to release no more than the following listed percentages of Walk personnel that may be assigned to serve Ethyl at any time without first giving the minimum notice times indicated: Percentage Reduction Minimum Notice Time 10% through 50% 30 calendar days Over 50% 60 calendar days Should Ethyl fail to adhere to the above minimum notice times, Walk will place such personnel on other work as soon as possible and an equitable settlement will be negoti ated. In such circumstances Ethyl will not be liable to Walk for any amount in excess of actual salaries which Walk is obligated to pay (plus overlay as provided for under Article 7) between the date of reduction and the date each Walk employee involved is placed by Walk on other work, provided further that Ethyl shall not be liable for any such salary or the applicable overlay (as provided for under Article 7) in excess of the amount Walk is liable for under Walk's individual contracts of employment with said personnel. F-09073 etc 0 4:u;;s s-\ 3. Ethyl agrees to advise Walk at periodic intervals concerning possible long-range the number of _ in accordance with paragraph 1 of needs for increasing or reducingf\Wa!k\personnel assigned to Ethy|\ Baton Rouge-plant> this article, ^ and further agrees that wherever possible firm commitments concerning increases or re ductions will be made to Walk with more advance notice than the minimum contractual obligations outlined above. In this regard it is understood and agreed by both parties to this agreement that proper and satisfactory services suited to Ethyl's needs can be furnished (for the economical overlay costs as provided for under Article 7 hereof, present condi tions considered) only if full cooperation is extended by Ethyl in accordance with the forego! ng. 2. to Ethyl in accordance During all such times as Walk supplies engineering personnel assistance ot Ethyl-S with Article 1, Boton-Rouge-pkint should Ethyl so request. Walk shall designate one of its employees furnished hereunder as "Design Leader". Said Design Leader shall be in charge of and responsible for the direction and coordination of work of the squad leaders and mechanical, piping, structural, and electrical draftsmen and designers furnished. The Design Leader may or may not also be in general charge of the project engineers, specification engineers, development draftsmen and designers, estimators, material take-off personnel, inspectors and model builders furnished and may or may not be Walk's representative in all matters pertaining to those parts of this contract.deciliwg uilli unyli ill ling serrfcej nliluli umHo Jia ps?feMiad^l Etli; l*j"Dutun Rnuge pl<mf; During periods when Ethyl does not desire the services of a resident "Design Leader", Walk shall designate one employee to handle f: -09024 ETC 04364 4. necessary work hours reports, efc., required for payroll and billing computations, etc. So long as the work is being performed in Ethyl's office the overall direction and co performed by Walk personnel under terms of this contract ordination of the work of thm pm [mil rniigmCTwyapre'eificeitiun ui^rrmuj, iim.diunie.gF1--* 3 4 inip 11` 11~mi'I in1 'll h'rllr)"i" frmiilr I li r r ir'i r shall, however, be the responsibility of Ethyl, whether or not a resident "Design Leader" is furnished by Walky For .... re^er to enaapt for, projects that may be assigned to Walk on a full responsibility basis,as pw viduuF fw^neter Article 8 hereof. 3. It is distinctly understood and agreed that at all times during the continuance of this contract Walk shall, for all purposes, be'deemed and considered an independent con tractor and any and all engineering personnel furnished hereunder by Walk shall, for any ond all purposes, be deemed and considered employees of Walk and not of Ethyl. 4. SEE ATTACHMENT "A" -----KoMo Walk assigning any of its engineering and other personnel for servIces^wh^ch-ofe-t^b^perforTOed-at-E-thyPe-8otorr-Rotjge-pfont, it shall submil/Vo Ethyl the employee's qualifications mtks^lar)j end said qualifications and salary shell-be subject to end require Ethyl's approval. STfrtUgrly/ Any increases in salaries given by Walk to n*eh employees must have Ethyl's prior approv&Ufsuch Increases are to be billed to Ethyl. Walk will remove from the performance of such servicecJny.of its employees whom Ethyl requests to be removed for fust cause, and the provisions of Article 1 shall p _090?S ETC 04365 ATTACHMENT "A" 4. Prior to Walk assigning any of its engineering and other personnel for serv:ces under the terms of this contract, it shall submit (in writing to Ethyl) the employee's qualifications and salary, said qualifications and salary to be subject to Ethyl's approval. Ethyl reserves the right to request interviews with prospective Walk assignees prior to acceptance of these assignees under the terms of Article 1. Any increases in salaries given by Walk to employees assigned to Ethyl must have Ethyl's prior approval if such increases are to be billed to Ethyl. Walk will remove from the performance of such service any of its employees whom Ethyl requests to be removed for just cause, and the notice provisions of Article 1 shall not apply in such cases. F-090?h ETC 04366 5. apply in aut.li lu.il ,r. 5. under the terms of this contract All of Walk's personnel furnished to perform services/^ Fthyl-VFWtftn-Rffliigii plant will be required to work a minimum of eight (8) hours per day for five (5) days per week, except for holidays, vacations, etc., as provided herein. Any work in excess of forty (40) hours in any one work-week shall be performed only with the consent and prior approval of Ethyl. 6. under the terms of Ethyl agrees to provide Walk's personnel assigned to perform services at Ethyl hi Article 1 of this contract, -Biuluii Ruuyt plant with the working facilities deemed necessary by Ethyl (to include desks. drafting tables, chairs, and drafting machines, parallel bars or "T" squares), but Ethyl will not furnish personal drafting tools. Such personal tools are to be supplied by Walk or by its employees at Walk's election. 7. SEE ATTACHMENT "B" full compensation to Walk for services rendered, performed, and furnished hereunder at Ethyl's Baton^ouge plant. Ethyl agrees to: (a) Reimburse Walk the totalaThouQt of all salaries which it has paid on the basis of a forty hour straight time work-week for time actuaTty-j^orked, to the personnel per forming services under this agreement. (b) Reimburse Walk the total amount of all salaries which by law Walk has paid f-o9o: ETC 04367 ATTACHMENT "B" --------------------------- As full compensation to Walk for services rendered, performed, and furnished under Article I of this contract. Ethyl agrees to: Walk (a) Payy^a four hundred dollar ($400) placement fee for each personnel placed plus an additional two hundred dollars ($200) per placement when prospective assignees for such placement are to be interviewed by Ethyl. Walk agrees to reimburse the above four hundred dollar placement fee to Ethyl should any of the following conditions arise. (1) Assignee is disqualified by Ethyl for continued service prior to the expiration of thirty-one (31) calendar days after placement. (2) Assignee is withdrawn by Walk from Ethyl's service irrespective of reason or length of service . i (3) Assignee remains in continuous service to Ethyl over a period of one year. (b) Reimburse Walk the total amount of all salaries which It has paid on the basis of a forty hour straight time work week for time actually worked, to the personnel performing services under this agreement. (c) Reimburse Walk the total amount of all salaries which by law Walk has paid at the rate of time and one-half for hours worked in excess of forty hours per week to personnel performing services under this agreement. F-09078 ETC 04368 6. -ot-the-fote-of-t ime-and~one-holT-foF-houH=s-worked- i rv-ex g&ss-of -pefsonF>et-p&ffo<mi-n9-se-rvcI.ce4-unde.^.tbi5-agreemeot. (d) Pay Walk at the rate of time ana' one-half for hours worked in excess of forty hours per week by personnel performing services under this agreement who by reason of area practice Walk has agreed to compensate at time and one half rate for such over time hours. (e) Cd; Pay Walk for hours worked in excess of forty hours per week by personnel not (C) (d) covered injjb^ or J^cT above on the basis of the straight time pay rate for the individuals involved. (f) Jpf Pay Walk to cover its profit, overhead, insurance, employment taxes, and other costs, an overlay equal to fifty per centum (50%) of straight time pay rate for all hours actually v/orked, including those in excess of forty hours per week. No overlay shall be paid on the premium portion of overtime rates. (9) Reimburse Walk for transportation expense, long distance telephone and tele graph expense, reproduction costs, and any other expenses which may be incurred by Walk's company or individual employees thereof with the prior approval of Ethyl (with the understanding that separate reimbursement is being authorized) in connection with the services being performed for Ethyl. Reimbursement to Walk for such expenses shall be on the basis of actual cost. Transportation expense for travel of Walk personnel between their residences. Ethyl's Baton Rouge^lwfc*p**d offices, and Walk's offices will be ab sorbed by Walk under the overlay allowance provided for under Article 7j^ above. Ethyl may also reimburse Walk for relocation costs of Walk's employees and their families if Ethyl deems it desirable and necessary to do so. F-090?^ ETC 04369 7. (b) <M y In computing salaries under paragraph 7jCd^T, provided an Employee of Walk has performed services hereunder on Ethyl's regularly scheduled work day immediately before and immediately after a holiday, services will be considered to have been performed hereunder and Ethyl will reimburse a salary equal to that for eight hours of straight time work,-on all days which are officially designated as Ethyl Baton Rouge plant holidays. scheduled If said holiday occurs during vacation, or bona-fide illness, the requirement for performance of work by the employees on Ethyl's regularly scheduled work days immedi ately before and immediately after the holiday will be waived, provided said scheduled work days likewise occur during the scheduled vacation, or bona-fide illness. The employee will be required to work the scheduled work day immediately before or after the holiday when such work days do not occur during the scheduled vacation or bona-fide illness. The term "scheduled vacation" shall be defined as a vacation period approved by Ethyl in advance of the first day in the vacafi.on period. Ethyl reserves the right to require a doctor's signed statement in support of "bona- fide illness" claims. In computing overtime pay for those employees of Walk who are paid for hours in excess of forty hours per week at the rate of time and one-half, by reason of the Wage and Hour Law or area practice, the following shall be observed: "Holiday hours, payment for which said employee of Walk has earned by working in accordance with the requirements of this military leave, jury duty, section (Section 7), hours absent due to bona-fide illness/and scheduled vacation hours shall be considered as hours worked in determining total hours worked in a given week. T+rij pjuiijien i iJ..iiuMaieH^*ed-elisiiibei|e-,jini this ewi > - F-09030 etc 04370 / T*;/ --v of this paragraph The sole purpose^is to establish the basis for reimbursement by Ethyl of payment of premium overtime during weeks which contain military leave, jury duty holiday(s), scheduled vacations,/\or period of bona-fide illness. I Work in excess of eight hours in a given day does not in itself constitute 'overtime'." Salaries paid by Walk to its employees on other than official Ethyl holidays will not be reimbursed by Ethyl. If a Walk employee has performed services hereunder on the regularly scheduled work day immediately preceding and immediately following any officially designated holiday and, in addition, actually performs services on the specified holiday itself, Ethyl, in addition to reimbursing the holiday time presumed to have been worked, will reimburse a salary for such hours actually worked equivalent to the employee's straight time rate of pay. For those employees who are normally paid at the rate of time and one-half for hours in excess of forty per week, the hours actually worked on the holiday will be counted in determining total hours worked in the week. Straight time overlay of fifty per centum (50%) will apply to holiday time presumed to have been worked. (i) (j$ Sums due under this Article 7 will be paid by Ethyl within twenty (20) days after receipt by Ethyl of itemized semi-monthly invoices submitted by Walk. 8. (a) Walk will also perform work for Ethyl at Walk's offices in Baton Rouge, F-09031 ETC 04371 V 9. Louisiana and/or New Orleans, Louisiana, assuming overall project responsibility as requested; furnishing all supervision, direction, coordination, materials and supplies re quired; and such engineering design, drafting, consulting engineering, field surveying and related services as are requested by Ethyl. When Ethyl avails itself of such services, it shall pay Walk for the services in accordance with Article 7 of this agreement, except overlay (f), that the ovoroly for Article 7jfi) will be equal to sixty per centum (60%) of straight time pay rates and the time applied by Walk's principals will be covered by such overlay. (b) Tracing cloth (or paper) and other standard Ethyl forms will be furnished by Ethyl without charge to Walk. Cost of drawing prints and other reproduction expense will (g) be reimbursable to Walk as provided under Article (c) Sums due under this Article 8 will be paid by Ethyl within twenty (20) days after receipt by Ethyl of itemized invoices submitted by Walk at the end of each month. 9. All engineering and other personnel in the employ of Walk shall, at all times while on Ethyl's premises, be subject to the rules and regulations of Ethyl with regard to safety and will confine themselves to areas designated by Ethyl. 10. During all times this agreement is in effect, Walk will carry the following forms of insurance at its own expense, said insurance to be arranged in the name of Walk and in the name of Ethyl Corporation as respective interests may appear: -0903? ETC 04372 10. (a) Workmen's Compensation and Employer's Liability Insurance This insurance shall be taken out and maintained in accordance with the Workmen's Compensation Law of the State or Province in which the work is to-be done; occupational disease and medical reimbursement coverages must be included. The insur ance must cover all employees working at, on or away from the premises in the perform ance of the contract. In addition. Walk shall carry Employers' Liability insurance with limits of at least $100,000 per person, per accident. Walk will require all subcontractors to provide similar Workmen's Compensation and Employers' Liability insurance. (b) Comprehensive General Liability Insurance This insurance shall be taken out and maintained to cover Walk against any public liability and/or property damage claim which may arise from operations and completed operations under the contract, whether such operations be by Walk or subcontractor or any persons directly or indirectly employed by them. Such insurance shall be for an amount not less than $100,000 to cover injury or death of each person, not less than $500,000 to cover injury or death of all persons arising out of one occurrence and not less than $100,000 to cover loss or damage to property. The Comprehensive General Liability policy shall be endorsed so that wherever the word "accident" appears with respect to bodily injury liability, it will be changed to read "occurrence". Such insurance shall not exclude injury to or destruction of wires, conduits, mains, sewers or other similar property or appurtenances or any apparatus in connection therewith below the surface of the ground, nor shall such insurance exclude blasting, explosion or collapse. F-09033 ETC 04373 11. (c) Automotive Public Liability and Property Damage Insurance This insurance shall be taken out and maintained to cover the interests of Walk against any public liability or property damage claims arising out of the operation of motor vehicles in performance of the v/ork under this contract, whether such operation be by Walk or any subcontractor or any persons directly or indirectly employed by them. The amount of such insurance shall not be less than $100,000 for in|ury including death to any person and not less than $500,000 to cover injury to all persons in any one accident. Property damage insurance shall be for an amount not less than $50,000 per accident. (d) Insurance Certificates Two copies of the insurance certificates attesting to the fact that the above insurance is in effect shall be filed with Ethyl, attention Insurance Coordinator, prior to the commencement of work under this agreement. All certificates must include the following clause: "It is agreed that a ten (10) day notice of cancellation or any material change in these policies will be given to: Insurance Coordinator Ethyl Corporation P. O. Box 341 Baton Rouge, Louisiana 70821 As evidenced by return receipt of registered mail." 11. During the continuance of this contract. Walk will comply with and make all payments required by all applicable laws, rules, regulations, and orders of the Federal, F-09034 ETC 04374 12. State and Local governments, regulating and in regard to the employment of its employees in the performance thereof. Walk indemnifies and holds Ethyl harmless from and against any and all losses and damages Ethyl may suffer and sustain arising from and resulting from its default in effecting such compliance or making the foregoing mentiored payments. f j 12. In the performance of the work authorized hereunder, Ethyl will from time to time release to Walk and its personnel certain drawings, tracings, and other information and "know-how" which are required in connection with the work. Walk hereby agrees that all information and "know-how" released to it by Ethyl hereunder, whether in me form of drawings or tracings or otherwise, will be held confidential and will not be made known to others without Ethyl's written consent. AM tracings, prints, specifications, etc., prepared by Walk and all drawings, tracings, prints, and other information furnished to Walk by Ethyl or others for the work authorized hereunder are to be the exclusive property of Ethyl and are to be turned over to Ethyl upon completion of the work authorized here under. Walk agrees to use reasonable care in the selection and assignment of personnel for the work authorized hereunder and to take proper precautions to avoid the unauthorized dissemination of information and "know-how" acquired from Ethyl or developed by Walk during the prosecution thereof and relating thereto. All inventions and discoveries relating to the manufacture of tetraethyl lead or intermediate products used therein or to any matter in which Ethyl may have or may develop cn interest made or conceived by personnel of Walk while engaged in the F-09035 ETC 04375 13. performance of work authorized hereunder or resulting from information and "know-how" acquired while engaged in the performance of work hereunder shall be the sole and absolute property of Ethyl and shall be assigned to Ethyl without further consideration. If any person employed by Walk in the performance of work hereunder makes a discovery or invention relating to the manufacture of tetraethyl lead or intermediate products used therein or to any matter in which Ethyl may have or may develop an interest, Walk will make the fact of such discovery known to Ethyl as soon as it becomes known to Walk. Walk further agrees to request and use its best efforts in securing patent assign ments to Walk by its employees who perform services on work authorized herein, and agrees to assign to Ethyl any rights which Walk might have to any invention or discovery under the above conditions. The application for letters patent shall be made at the ex- *' . pense of Ethyl. t` Walk will secure from each person employed by it in the performance of work here under an agreement as follows: (A copy of each such agreement is to be furnished to Ethyl.) To: Walk, Haydel & Associates: "In consideration of the remuneration paid me by Walk, Haydel & Associates, and in consideration, as a separate and sufficient compensation, of the information to be imparted to me and of the contacts, facilities, and methods of solution which will be available to me while in the employ of Walk, Haydel & Associates, and assigned by it to work on assignments given to my employer by Ethyl Corporation, I hereby agree: "That any inventions or discoveries or improvements, whether patentable or F-09036 ETC 04376 l.A. jl/u***- 14. unpatentable, conceived by me or made in whole or in part by me during my employment with Walk, Haydel & Associates, and relating in any manner to any assignments given to my employer by Ethyl shall become the absolute property of Walk, Haydel & Associates. "That I will keep such proper records as I may be directed by my supervisor, and all records and all notebooks kept by me relating to the subject of this agree ment, whether or not directed by my superior, are the property of Walk, Haydel & Associates. "That during the period of my employment and for a period of ten years thereafter I will not use for myself or others or divulge to anyone other than those in Walk, Haydel & Associates who are assigned to the same work as myself or t others designated by my superior, any'trade secrets and any secret or confidential information, "know-how", or data of Ethyl Corporation which may become known to me as a result of my employment, unless authorized by Ethyl Corporation, in writing; and 1 will use particular care to insure that such information, "know-how" and data does not become known to those who are engaged in activities competitive with those of Walk, Haydel & Associates or Ethyl Corporation. I understand that much of the information I acquire as a result of my employment should, under no circumstances, be disclosed to others outside Ethyl Corporation and Walk, Haydel & Associates. There will also be much information that is marginal; and 1 recognize that it is difficult to draw an exact line of distinction in writing, although as a general rule it may be said that ony unpublished information is secret F-09037 ETC 04377 15. and confidential. In those cases where doubt arises, I will obtain permission from Walk, Haydel & Associates and Ethyl Corporation before using or divulging the information in question to others outsiae Walk, Haydel & Associates. "That I will execute patent applications, domestic and foreign, and proper assignments and perform all other acts which Walk, Haydel & Associates may reasonably require of me to vest in it all rights herein conveyed, said Walk, Haydel & Associates bearing all reasonable expenses incurred by me at its request in connection therewith. "This agreement supersedes all previous arrangements, agreements, or under standing, verbal or in writing, between me and Walk, Haydel & Associates regard ing its subject matter. Employee Place Date 13. The term of this agreement shall be for a period of twelve (12) months commencing on the Jst^ ^ day of ^ January , ^ 1967^ and extending through December 31st , 1967 . Either party shall have the right to cancel this agreement at any time by giving sixty (60) days' written notice of such cancellation. Ethyl and Walk each bind themselves, their successors, executors, administrators, F-09038 ETC 04378 16. ond assigns to the other parties to this agreement and to the successors, executors, administrators, and assigns of such other party in respect to ail covenants, conditions, and provisions of this agreement. Except as noted above, neither Ethyl nor Walk shall assign, sublet, or transfer their interest in this agreement without the written consent of the other. THUS DONE, ENTERED INTO, AND SIGNED in the presence of the witnesses whose names are subscribed opposite each respective signature as of the day and year first above written. I WALK, HAYDEL & ASSOCIATES, INC. ;___________________________________ By ETHYL CORPORATION By G. S. Roberts, Chief Engineer F-09039 ETC 04319 ) 1967 THIS AGREEMENT made and entered into thisday of, 1966 by and between ETHYL CORPORATION, a corporation of the State of Virginia, duly authorized to trans act business in the State of Louisiana (hereinafter -eferred to as "Ethyl")/ and WALK, HAYDEL & ASSOCIATES, INC., a corporation of the State of Louisiana, with offices in the City of Baton Rouge, Louisiana and the City of New Orleans, Louisiana (hereinafter referred to as "Walk"). WITNESSETH WHEREAS, Ethyl, in connection with its present construction program has need of the ser vices of engineers and other personnel to assist in the engineering work and supplement its own general engineering staff; and, WHEREAS, Walk represents to Ethyl that it is in a position to furnish engineering services to Ethyl by assigning its personnel to work in conjunction with Ethyl's engineering staff at-rf+kyU* Baton Rouge;-pTett+y such services to consist of furnishing mechanical development draftsmen, de- :. i * signers and engineers; mechanical, piping, structural, and electrical draftsmen, designers, and engineers; project engineers, specification engineers; and, if requested, a designer leader end/or squad leaders, estimators, "material take-off personnel, inspectors, and model builders; and further represents that it is in a position to furnish engineering services to Ethyl at Walk's offices in Baton Rouge, Louisiana and/or New Orleans, Louisiana. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, it is agreed by Walk and Ethyl as follows: 1. Walk will make cvcilable to Ethyl on a full-time basis the number and classification of ' :f engineering and other peisonnel that Ethyl from time to time designates it requires to provide the in conjunction with engineering staff. engineering and related services which are to be performedEthyl's Baton Rouge/plent, Upon giving V a!k fifteen calender days nodes, Ethyl shall have the right to increase the number F-09040 ETC. 04380 2. ^--------- Walk personnel so designated. Ethyl shall have the further right to reduce the number of Walk personnel so designated provided that in the event the reduction is 10% or less of the number designated, a minimum of fifteen (15) calendar days advance notice will be given to Walk. In the event Ethyl reduces its requirements for Walk's personnel without giving said notice, and if Walk is unable to immediately place such personnel on other work, Ethyl will pay Walk up to a maximum of two weeks' straight time compensation for each Walk employee who is included in such reduction of personnel; said amount shall include straight time com pensation for services performed after said notice, plus an overlay as provided for under Article 7. Ethyl agrees to release no more than the following listed percentages of Walk personnel that may be assigned to serve Ethyl at any time without first giving the minimum notice times indicated: Percentage Reduction Minimum Notice Time 10% through 50% 4 Over 50% 30 calendar days i 60 calendar days Should Ethyl fail to adhere to the above minimum notice times, Walk will place such personnel on other work as soon as possible and an equitable settlement will be negoti ated. In such circumstances Ethyl will not be liable to Walk for any amount in excess of actual salaries which Walk is obligated to pay (plus overlay as provided for under Article 7) between the date of reduction and the date each Walk employee involved is placed by Walk on other work, provided further that Ethyl shall not be liable for any such salary or the applicable overlay (as provided for under Article 7) in excess of the amount Walk is liable for under Walk's individual contracts of employment with said personnel. F-09041 ETC 04381 3. Ethyl agrees to advise Walk at periodic intervals concerning possible long-range the number of in accordance with paragraph 1 of needs for increasing or reducing|\Wall<\ personnel assigned to Ethyt\ Baton Rouge plant; this article, ' . .. ^ and further agrees that wherever possible firm commitments concerning increases or re ductions will be made to Walk with more advance notice than the minimum contractual obligations outlined above. In this regard it is understood and agreed by both parties to this agreement that proper and satisfactory services suited to Ethyl's needs can be furnished (for the economical overlay costs as provided for under Article 7 hereof, present condi tions considered) only if full cooperation is extended by Ethyl in accordance with the foregoing. 2. to Ethyl in accordance During all such times as Walk supplies engineering personnel assistance -et Ethylhr with Article 1, feateft-Rouge-pl-anf should Ethyl so request. Walk shall designate one of its employees furnished hereunder as "Design Leader". Said Design Leader shall be In charge of and responsible for the direction and coordination of work of the squad leaders and mechanical, piping, structural, and electrical draftsmen and designers furnished. The Design Leader may or may not also be in general charge of the project engineers, specification engineers, development draftsmen and designers, estimators, material take-off personnel, inspectors ond model builders furnished and may or may not be Walk's representative in all matters pertaining to those parts of this contract,-tkiuliiig willngngincming services w!i?c.Ii uie~TO .bo.performed ul Elliyl's Putcm Rouge plairtT During periods when Ethyl does not desire the services of a resident "Design Leader", Walk shall designate one employee to hondle F-0904? ETC 04382 4. necessary work hours reports, etc., required for payroll and billing computations, etc. So long as the work is being performed in Ethyl's office the overall direction and co performed by Walk personnel under terms of this contract ordination of the work -ef-rheprefeet-errgfneerr,~speoif-t-eattorr~eng'meeis> 11lechont-col-- xteWopment-drafiTmen-and dcsignersr-de&ign.engineers'/- estimok>f&y--n^&ft4-take~crff~ .personnel, insp'gctors-and model-bt?4deT3--furn?shed-heiuuiiUei'shall, however, be the responsibility of Ethyl, whether or not a resident "Design Leader" is furnished by Walky For . refer to exeept=for projects that may be assigned to Walk on a full responsibility basis,as pro-vtdechfyf"tmdeT Article 8 hereof. 3. It is distinctly understood and agreed that at all times during the continuance of this contract Walk shall, for all purposes, be'deemed and considered an independent con tractor and any and all engineering personnel furnished hereunder by Walk shall, for any and all purposes, be deemed and considered employees of Walk and not of Ethyl. 4. SEE ATTACHMENT "A" ------rtojM'o Walk assigning any of its engineering and other personnel for services^wK+eh-ore-t^sb^-perfowned-a4-E-thyL1s-Baton-Roage_phant, it shall submil/Vo Ethyl the employee's qualifications arTd^Iar)' ed said qualifications and salary shall be subject to end require Ethyl's approval. S+ktUm-iyy Any increases in salaries given by Walk to st*eb employees must have Ethyl's prior approv^ki^such increases are to be billed to Ethyl. Walk will remove from the performance of such servicecJnyof its employees whom Ethyl requests to be removed for just cause, and the provisions of Article 1 shal! F-09043 ETC 04383 ATTACHMENT "A1 4. Prior to Walk assigning any of its engineering and other personnel for services under the terms of this contract, it shall submit (in writing to Ethyl), the employee's qualifications and salary, said qualifications and salary to be subject to Ethyl's approval. Ethyl reserves the right to request interviews with prospective Walk assignees prior to acceptance of these assignees under the terms of Article 1. Any increases in salaries given by Walk to employees assigned to Ethyl must have Ethyl's prior approval if such increases are to be billed to Ethyl. Walk will remove from the performance of such service any of its employees whom Ethyl requests to be removed for just cause, and the notice provisions of Article 1 shall not apply in such cases. -09044 5. nut~np]jty*ii'i such eases.* 5. under the terms of*this contract All of Walk's personnel furnished to perform servlces/pt Ethyl's Datun Ruugc-plunlwill be required to work a minimum of eight (8) hours per day for five (5) days per week, except for holidays, vacations, etc., as provided herein. Any work in excess of forty (40) hours in any one work-week shall be performed only with the consent and prior approval of Ethyl. 6. under the terms of Ethyl agrees to provide Walk's personnel assigned to perform services ot Ethyl-!* Article 1 of this contract, -ikiloii'Rauge plant with the working facilities deemed necessary by Ethyl (to include desks, drafting tables, chairs, and drafting machines. parallel bars or "T" squares), but Ethyl will not furnish personal drafting tools. Such personal tools are to be supplied by Walk or by its employees at Walk's election. 7. SEE ATTACHMENT "B" full compensation to Walk for services rendered, performed, and furnished hereunder at Ethyl's DatOfKjfouge plant. Ethyl agrees to: (a) Reimburse Walk the totaTafnouQt of all salaries which it has paid on the basis of a forty hour straight time work-week for time actuaTfy^orked, to the personnel per forming services under this agreement. (b) Reimburse Walk the total amount of all salaries which by law Walk has paid F-09045 ETC 04385 ATTACHMENT "B" 7. As full compensation to Walk for services rendered, performed, and furnished under Article I of this contract. Ethyl agrees to: Walk (a) Pay/^a four hundred dollar ($400) placement fee for each personnel placed plus an additional two hundred dollars ($200) per placement when prospective assignees for such placement are to be interviewed by Ethyl. Walk agrees to reimburse the above four hundred dollar placement fee to Ethyl should any of the following conditions arise. 0) Assignee is disqualified by Ethyl for continued service prior to the expiration of thirty-one (31) calendar days after placement. 4 iij STA/l's C0*C v* AS i f s (2) Assignee is withdrawn by Walk from Ethyl's service irrespective of reason or length of service . 7%it " r firrLV IF ATtS o X(fA $A*4T ./AV/S9 imAnsr.e, n- r r( T + a&**'**'___^(3) Aignee remains in continuous service to Ethyl over a period of one year. (b) Reimburse Walk the total amount of all salaries which it has paid on the basis of a forty hour straight time work week for time actually worked, to the personnel performing services under this agreement. (c) Reimburse Walk the total amount of all salaries which by law Walk has paid at the rate of time and one-half for hours worked in excess of forty hours per week to personnel performing services under this agreement. F-09046 6. -otthe-fate-of-time-ond^ne-holT-fop-houfs-workech in exeess-of-forty-hows pe r week to (d) Pay Walk at the rate of time and one-half for hours worked in excess of forty hours per week by personnel performing services under this agreement who by reason of area practice Walk has agreed to compensate at time and one half rate for such over- / time hours. (e) Ul) Pay Walk for hours worked in excess of forty hours per week by personnel not (c) (d) covered in fyf) or above on the basis of the straight time pay rate for the individuals involved. (0 Pay Walk to cover its profit, overhead, insurance, employment taxes, ~nd other costs, an overlay equal to fifty per centum (50%) of straight time pay rate for all hours actually v/orked, including those in excess of forty hours per week. No overlay shall be paid on the premium portion of overtime rates. (g) jfif Reimbu rse Walk for transportation expense, long distance telephone and tele graph expense, reproduction costs, and any other expenses which may be incurred by Walk's company or individual employees thereof with the prior approval of Ethyl (with the understanding that separate reimbursement is being authorized) in connection with the services being performed for Ethyl. Reimbursement to Walk for such expenses shall be on the basis of actual cost. Transportation expense for travel of Walk personnel between their residences. Ethyl's Baton Rouge.pluril uiid'offices, and Walk's offices will be ab sorbed by Walk under the overlay allowance provided for under Article 7j^j above. Ethyl may also reimburse Walk for relocation costs of Walk's employees and their families if Ethyl deems it desirable and necessary to do so. -09047 ETC 04387 7. <W (h) In computing salaries under paragraph 7j(df, provided an Employee of Walk has performed services hereunder on Ethyl's regularly scheduled work day immediately before and immediately after a holiday, services will be considered to have been performed hereunder and Ethyl will reimburse a salary equal to that for eight hours of straight time work, on all days which are officially designated as Ethyl Baton Rouge plant holidays. scheduled If said holiday occurs during a scheduling vacation, or bona-fide illness, the requirement for performance of work by the employees on Ethyl's regularly scheduled work days immedi ately before and immediately after the holiday will be waived, provided said scheduled work days likewise occur during the scheduled vacation, or bona-fide illness. The employee will be required to work the scheduled work day immediately before or after the holiday when such work days do not occur during the scheduled vacation or bona-fide illness. The term "scheduled vacation" shall be defined as a vacation period approved by Ethyl in advance of the first day in the vacation period. Ethyl reserves the right to require a doctor's signed statement in support of "bonafide illness" claims. In computing overtime pay for those employees of Walk who are paid for hours in excess of forty hours per week at the rate of time and one-half, by reason of the Wage and Hour Law or area practice, the following shall be observed: "Holiday hours, payment for which said employee of Walk has earned by working in accordance with the requirements of this military leave, jury duty, section (Section 7), hours absent due to bona-fide illness/and scheduled vacation hours shall be considered as hours worked in determining total hours worked in a given week. This provision does-not-alteF-cgre-3ments-stcted.elsevyher.e- in this contract with -- E-09048 ETC 04388 8. -respect to which pofi/yEthyl or Walk; poyt or reimbtm^s-for-ttmo lost due to holiday,-schedtrfed vuuafiou, ui 'siikirei>S,""?rii>fgud," of this paragraph The sole purpose^is to establish the basis for reimbursement by Ethyl of payment of premium overtime during weeks which contain military leave, jury duty holiday(s), scheduled vacations,/\or period of bona-fide illness. Work in excess of eight hours in a given day does not in itself constitute 'overtime'." Salaries paid by Walk to its employees on other than official Ethyl holidays will not be reimbursed by Ethyl. If a Walk employee has performed services hereunder on the regularly scheduled work day immediately preceding and immediately following any officially designated holiday and, in addition, actually performs services on the specified holiday itself. Ethyl, in addition to reimbursing the holiday time presumed to have been worked, will reimburse a salary for such hours actually worked equivalent to the employee's straight time rate of pay. For those employees who are normally paid at the rate of time and one-half for hours in excess of forty per week, the hours actually worked on the holiday will be counted in determining total hours worked in the week. Straight time overlay of fifty per centum (50%) will apply to holiday time presumed to have been worked. (i) jfrf Sums due under this Article 7 will be paid by Ethyl within twenty (20) days after receipt by Ethyl of itemized semi-monthly invoices submitted by Walk. 8. (a) Walk will also perform work for Ethyl at Walk's offices in Baton Rouge, F-09049 ETC 04389 9. Louisiana and/or New Orleans, Louisiana, assuming overall project responsibility as requested; furnishing all supervision, direction, coordination, materials and supplies re quired; and such engineering design, drafting, consulting engineering, field surveying ond related services os are requested by Ethyl. When Ethyl avails itself of such services, it shall pay Walk for the services in accordance with Article 7 of this agreement, except overlay (f), that the avoraly for Article 7jfi) will be equal to sixty per centum (60%) of straight time pay rates and the time applied by Walk's principals will be covered by such overlay. (b) Tracing cloth (or paper) and other standard Ethyl forms will be furnished by Ethyl without charge to Walk. Cost of drawing prints and other reproduction expense will > (g) be reimbursable to Walk as provided under Article 7jff. (c) Sums due under this Article 8 will be paid by Ethyl within twenty (20) days after receipt by Ethyl of itemized invoices submitted by Walk at the end of each month. 9. All engineering and other personnel in the employ of Walk shall, at all times while on Ethyl's premises, be subject to the rules and regulations of Ethyl with regard to safety and will confine themselves to areas designated by Ethyl. 10. During all times this agreement is in effect, Walk will carry the following forms of insurance at its own expense, said insurance to be arranged in the name of Walk and in the name of Ethyl Corporation as respective interests may appear: F-09050 ETC 04390 10. (a) Workmen's Compensation and Employer's Liability Insurance This insurance shall be taken out and maintained in accordance with the Workmen's Compensation Law of the State or Province in which the work is to be done; occupational disease and medical reimbursement coverages must be included. The insur ance must cover all employees working at, on or away from the premises in the perform ance of the contract. In addition, Walk shall carry Employers' Liability insurance with limits of at least $100,000 per person, per accident. Walk will require all subcontractors to provide similar Workmen's Compensation and Employers' Liability insurance. (b) Comprehensive General Liability Insurance This insurance shall be taken out and maintained to cover Walk against any public liability and/or property damage claim which may arise from operations and completed operations under the contract, whether such operations be by Walk or subcontractor or any persons directly or indirectly employed by them. Such insurance shall be for an amount not less than $100,000 to cover injury or death of each person, not less than $500,000 to cover injury or death of all persons arising out of one occurrence and not less than $100,000 to cover loss or damage to property. The Comprehensive General Liability policy shall be endorsed so that wherever the word "accident" appears with respect to bodily injury liability, it will be changed to read "occurrence". Such insurance shall not exclude injury to or destruction of wires, conduits, mains, sewers or other similar property or appurtenances or any apparatus in connection therewith below the surface of the ground, nor shall such insurance exclude blasting, explosion or collapse. F-09051 ETC 04391 11. (c) Automotive Public Liability and Property Damoge Insurance This insurance shall be taken out and maintained to cover the interests of Walk against any public liability or property damage claims arising out of the operation of motor vehicles in performance of the work under this contract, whether such operation be by Walk or any subcontractor or any persons directly or indirectly employed by them. The amount of such insurance shall not be less than $100,000 for injury including death to any person and not less than $500,000 to cover injury to all persons in any one accident. Property damage insurance shall be for an amount not less than $50,000 per accident. (d) Insurance Certificates Two copies of the insurance certificates attesting to the fact that the abo ^ insurance is in effect shall be filed with Ethyl, attention Insurance Coordinator, prior to the commencement of work under this agreement. All certificates must include the following clause: "It is agreed that a ten (10) day notice of cancellation or any material change in these policies will be given to: Insurance Coordinator Ethyl Corporation P. O. Box 341 Baton Rouge, Louisiana 70821 As evidenced by return receipt of registered mail." 11. During the continuance of this contract. Walk will comply with and make all payments required by all applicable laws, rules, regulations, and orders of the Federal, f-0905? ETC 04392 12. State and Local governments, regulating and in regard to the employment of its employees in the performance thereof. Walk indemnifies and holds Ethyl harmless from and against any and all losses and damages Ethyl may suffer and sustain arising from and resulting from its default in effecting such compliance or making the foregoing mentioned payments. 12. In the performance of the work authorized hereunder. Ethyl will from time to time release to Walk and its personnel certain drawings, tracings, and other information and "know-how" which are required in connection with the work. Walk hereby agrees that all information and "know-how" released to it by Ethyl hereunder, whether in the form of drawings or tracings or otherwise, will be held confidential and will not be made known to others without Ethyl's written consent. All tracings, prints, specifications, etc., prepared by Walk and all drawings, tracings, prints, and other information furnished to Walk by Ethyl or others for the work authorized hereunder are to be the exclusive property of Ethyl and are to be turned over to Ethyl upon completion of the work authorized here under. Walk agrees to use reasonable care in the selection and assignment of personnel for the work authorized hereunder and to take proper precautions to avoid the unauthorized dissemination of information and "know-how" acquired from Ethyl or developed by Walk during the prosecution thereof and relating thereto. AH inventions and discoveries relating to the manufacture of tetraethyl lead or intermediate products used therein or to any matter in which Ethyl may have or may develop an Interest made or conceived by personnel of V/alk while engcged in the E-09053. ETC 04393 13. performance of work authorized hereunder or resulting from information and "know-how" acquired while engaged in the performance of work hereunder shall be the sole and absolute property of Ethyl and shall be assigned to Ethyl without further consideration. If any person employed by Walk in the performance of work hereunder makes a discovery or invention relating to the manufacture of tetraethyl lead or intermediate products used therein or to any matter in which Ethyl may have or may develop an interest, Walk will make the fact of such discovery known to Ethyl as soon as it becomes known to Walk. Walk further agrees to request and use its best efforts in securing patent assign ments to Walk by its employees who perform services on work authorized herein, and agrees to assign to Ethyl any rights which Walk might have to any invention or discovery under the above conditions. The application for letters patent shall be made at the ex- . I -, pense of Ethyl. t Walk will secure from each person employed by it in the performance of work here under an agreement as follows: (A copy of each such agreement is to be furnished to Ethyl.) To: Walk, Haydel & Associates: "In consideration of the remuneration paid me by Walk, Haydel & Associates, and in consideration, as a separate and sufficient compensation, of the information to be imparted to me and of the contacts, facilities, and methods of solution which will be available to me while in the employ of Walk, Haydel & Associates, and assigned by it to work on assignments given to my employer by Ethyl Corporation, I hereby agree: ` "That any inventions or discoveries or improvements, whether patentable or jr-09054 ETC 04394 14. unpatentable, conceived by me or made in whole or in part by me during my employment with Walk, Haydel & Associates, and relating in any manner to any assignments given to my employer by Ethyl shall become the absolute property of Walk, Haydel & Associates. "That I will keep such proper records as I may be directed by my supervisor, and all records and all notebooks kept by me relating to the subject of this agree ment, whether or not directed by my superior, are the property of Walk, Haydel & Associates. "That during the period of my employment and for a period of ten years thereafter I will not use for myself or others or divulge to anyone other than those in Walk, Haydel & Associates who are assigned to the same work as myself or C others designated by my superior, any trade secrets and any secret or confidential information, "know-how", or data of Ethyl Corporation which may become known to me as a result of my employment, unless authorized by Ethyl Corporation, in writing; and I will use particular care to insure that such information, "know-how" and data does not become known to those who are engaged in activities competi tive with those of Walk, Haydel & Associates or Ethyl Corporation. I understand that much of the information I acquire as a result of my employment should, under no circumstonces, be disclosed to others outside Ethyl Corporation and Walk, Haydel & Associates. There will also be much information that is marginal; and I recognize that it is difficult to draw an exact line of distinction in writing, although as a general rule It may be said that any unpublished information is secret E-09055 ETC 04395 15. and confidential. In those cases where doubt arises, I will obtain permission from Walk, Haydel & Associates and Ethyl Corporation before using or divulging the information in question to others outside Walk, Haydel & Associates. "That I will execute patent applications, domestic and foreign, and proper assignments and perform all other acts which Walk, Haydel & Associates may reasonably require of me to vest in it all rights herein conveyed, said Walk, Haydel & Associates bearing all reasonable expenses incurred by me at its request in connection therewith. "This agreement supersedes all previous arrangements, agreements, or under standing, verbal or in writing, between me and Walk, Haydel & Associates regard ing its subject matter. Employee Place Date 13. The term of this agreement shall be for a period of twelve (12) months commencing on the , Jst; . day of _ January , ^ 1967_ and extending through December 31st______ , 1967. . Either party shall have the right to cancel this agreement at any time by giving sixty (60) days' written notice of such cancellation. Ethyl and Walk each bind themselves, their successors, executors, administrators. F--09056 ETC 04396 16. and assigns to the other parties to this agreement and to the successors, executors, administrators, and assigns of such other party in respect to all covenants, conditions, and provisions of this agreement. Except as noted above, neither Ethyl nor Walk shall assign, sublet, or transfer their interest in this agreement without the written consent of the other. THUS DONE, ENTERED INTO, AND SIGNED in the presence of the witnesses whose names are subscribed opposite each respective signature as of the day and year first above written. WALK, HAYDEL & ASSOCIATES, INC. By; ETHYL CORPORATION By G. S. Roberts, Chief Engineer F--09057 ETC 04397 \ ETHYL CORPORATION EHOINEERUTO OZSFAJtnCEMT January 19, 1967 PLCAtC AOOflCtl KCPir TO * P. O. BOX 941 BATON NOUOC l,kA. Mr. Frank Walk Walk, Haydel & Associates, Inc. 762 Baronne Street New Orleans, Louisiana 70113 Dear Mr. Walk: The attached contract has been marked up in accordance with our prior discussions. I certainly hope it meets with your approval. Please accept my apology for the delay. Very truly yours. M Attachment L. A. Hebert ETC 04398 1967 THIS AGREEMENT made and entered into thisday of, T966 by and between ETHYL CORPORATION, a corporation of the State of Virginia, duly authorized to trans act business in the State of Louisiana (hereinafter referred to as "Ethyl"), and WALK, HAYDEL & ASSOCIATES, INC., a corporation of the State of Louisiana, with offices in the City of Baton Rouge, Louisiana and the City of New Orleans, Louisiana (hereinafter referred to as "Walk"). WITNESSETH WHEREAS, Ethyl, in connection with its present construction program has need of the ser vices of engineers and other personnel to assist in the engineering work and supplement its own general engineering staff; and, WHEREAS, Walk represents to Ethyl that it is in a position to furnish engineering services to Ethyl by assigning its personnel to work in conjunction with Ethyl's engineering staff at -Ethyl's Baton Rouge;f lent; such services to consist of furnishing mechanical development draftsmen, de- l signers and engineers; mechanical, piping, structural, and electrical draftsmen, designers, and I engineers; project engineers, specification engineers; and, if requested, a designer leader and/or squad leaders, estimators, "material take-ofP' personnel, inspectors, and model builders; and further represents that it is in a position to furnish engineering services to Ethyl at Walk's offices in Baton Rouge, Louisiana and/or New Orleans, Louisiana. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, it is agreed by Walk and Ethyl as follows: 1. Walk will make available to Ethyl on a full-time basis the number and classification of engineering and other personnel that Ethyl from time to time designates it requires to provide the -in conjunction with engineering staff. . engineering and related services which are to be performedEthyl's Baton Rouge^>lant. Upon , giving Walk fifteen calendar days notice, Ethyl shall have the right to increase the number of F-090B9 2. --------- Walk personnel so designated. Ethyl shall have the further right to reduce the number of Walk personnel so designated provided that in the event the reduction is 10% or less of the number designated, a minimum of fifteen (15) calendar days advance notice will be given to Walk. In the event Ethyl reduces its requirements for Walk's personnel without giving said notice, and if Walk is unable to immediately place such personnel on other work. Ethyl will pay Walk up to a maximum of two weeks' straight time compensation for each Walk employee who is included in such reduction of personnel; said amount shall Include straight time com pensation for services performed after said notice, plus an overlay as provided for under Article 7. Ethyl agrees to release no more than the following listed percentages of Walk personnel that may be assigned to serve Ethyl at any time without first giving the minimum notice times indicated: Percentage Reduction Minimum Notice Time 10% through 50% 30 calendar days Over 50% 60 calendar days Should Ethyl fail to adhere to the above minimum notice times. Walk will place ' ch personnel on other-work as soon as possible and an equitable settlement will be negoti ated. In such circumstances Ethyl will not be liable to Walk for any amount in excess of actual salaries which Walk is obligated to pay (plus overlay as provided for under Article 7) between the date of reduction and the date each Walk employee involved is placed by Walk on other work, provided further that Ethyl shall not be liable for any such salary or the applicable overlay (as provided for under Article 7) in excess of the amount Walk is liable for under Walk's individual contracts of employment with said personnel. -09060 ETC 04400 3. Ethyl agrees to advise Walk at periodic intervals concerning possible long-range the number of in accordance with paragraph 1 oi needs for increasing or reducing|\Walk\ personnel assigned to Ethylf* Baton Revge plant; this article, ^ and further agrees that wherever possible firm commitments concerning increases or re ductions will be made to Walk with more advance notice than the minimum contractual obligations outlined above. In this regard it is understood and agreed by both parties to this agreement that proper and satisfactory services suited to Ethyl's needs can be furnished (for the economical overlay costs as provided for under Article 7 hereof, present condi tions considered) only if full cooperation is extended by Ethyl in accordance with the foregoing. 2. to Ethyl in accordance During all such times as Walk supplies engineering personnel assistance et Elliyl1? with Article 1, 6aten Reuge-piarrt-should Ethyl so request. Walk shall designate one of its employees furnished hereunder as "Design Leader". Said Design Leader shall be in charge of and responsible for the direction and coordination of work of the squad leaders and mechanical, piping, structural, and electrical draftsmen and designers furnished. The Design Leader may or may not also be in general charge of the project engineers, specification engineers, development draftsmen and designers, estimators, material take-off personnel, inspectors and model builders furnished and may or may not be Walk's representative in all matters pertaining to those parts of this contract/deLiling-rvilli engineeringr^ewiu.J nliidi ui' lo lia p a pfa I'muJ-qf-Elliyl'j Du tun Ruuye planlT During periods when Ethyl does not desire the services of a resident "Design Leader", Walk shall designate one employee to handle F-09061 ETC 04401 4. necessary work hours reports, etc., required for payroll and billing computations, etc. So long as the work is being performed in Ethyl's office the overall direction and co performed by Walk personnel under terms of this contract ordination of the work of tho projeil engiireeis, spfciuCiiutiun enyineeis, mechanical-- dov9lop111u.nl drufbmen und dejignersj design engineers; estimators, matoriul lake uff* 111 n''mi 11 1. in pi 1 1111 1 nml iinnli I Imilili 11 rmiiiilii il In 11 iiiiifri ,111II however, be the responsibility of Ethyl, whether or not a resident "Design Leader" is furnished by Walky For . ... refer to iimpt few projects that may be assigned to Walk on a full responsibility bosis,a> pro- -vtderHfcJl Ulidtn Article 8 hereof. 3. It is distinctly understood and agreed that at all times during the continuance of ( this contract Walk shall, for all purposes, be'deemed and considered an independent con tractor and any and all engineering personnel furnished hereunder by Walk shall, for any and all purposes, be deemed and considered employees of Walk and not of Ethyl. 4. SEE ATTACHMENT "A" -------" rto^to Walk assigning any of its engineering and other personnel for services(\which'areriNagperformed at Ethyl's Baton RuuywpHflil, it shall submitfVo Ethyl the employee's qualifications afirfvs^lar^ end said qualifications and salary sheU-be subject to end reqtrrro Ethyl's approval. STftwLqrlyr Any increases in salaries given by Walk to seek employees must have Ethyl's prior approvcJW^such increases are to be billed to Ethyl. Walk will remove from the performance of such servicefcr^of its employees whom Ethyl requests to be removed for just cause, and the provisions of ArticTfe-J^shall F-09062 ETC 04402 ATTACHMENT "A" 4. Prior to Walk assigning any of its engineering and other personnel for services under the terms of this contract, it shall submit (inrwnHng-StSbyQ the employee's qualifications and salary, said qualifications and salary to be subject to Ethyl's approval. Ethyl reserves the right to request interviews with prospective Walk assignees prior to acceptance of these assignees under the terms of Article 1. Any increases in salaries given by Walk to employees assigned to Ethyl must have Ethyl's prior approval if such increases are to be billed to Ethyl. Walk will remove from the performance of such service any of its employees whom Ethyl requests to be removed for just cause, and the notice provisions of Article 1 shall not apply in such cases. f~090A3 5. nul upply in juJi u.ajmi 5. under the terms of this contract All of Walk's personnel furnished to perform service^pt Ethyl*a DltIuii Rouge plant will be required to work a minimum of eight (8) hours per day for five (5) days per week, except for holidays, vacations, etc., as provided herein. Any work in excess of forty (40) hours in any one work-week shall be performed only with the consent and prior approval of Ethyl. 6. under the terms of Ethyl agrees to provide Walk's personnel assigned to perform services ot Ethyl' Article 1 of this contract, -Bulun Ruuye pkinl with the working facilities deemed necessary by Ethyl (to include desks, drafting tables, chairs, and drafting machines, parallel bars or "T" squares), but Ethyl will not furnish personal drafting tools. Such personal tools are to be supplied by Walk or by its employees at Walk's election. 7. SEE ATTACHMENT "B" <compensation to Walk for services rendered, performed, and furnished hereunder at Ethyl's lSaTbrv4Jouge plant, Ethyl agrees to: (a) Reimburse Walk the totaTaTnouQtof all salaries which it has paid on the basis of a forty hour straight time work-week for time actuciTtys^rked, to the personnel per forming services under this agreement. (b) Reimburse Walk the total amount of all salaries which by law Walk has pat F-09064 ETC 04404 ATTACHMENT "B" 7. As full compensation to Walk for services rendered, performed, and furnished under Article I of this contract. Ethyl agrees to: Walk (a) Pay/ja four hundred dollar ($400) placement fee for each personnel placed plus an additional two hundred dollars ($200) per placement when prospective assignees for such placement are to be interviewed by Ethyl. Walk agrees to reimburse the above four hundred dollar placement fee to Ethyl should any of the following conditions arise. (1) Assignee is disqualified by Ethyl for continued service prior to the expiration of thirty-one (31) calendar days after placement. (2) Assignee is withdrawn by Walk from Ethyl's service irrespective of ^. /Wrrnbeaual BY nvru,L A6fLlneA/7~ reason or length of service Tmpq(iaily pte'bDi kjauio a/ot Zegviee. (fl) Ai.Ipr (_ tZE/Hgv.stME/jT bP pLt^Uie^r Ftl . in eantinwe.m....... *n E4yl................... ... i-J.t...................-- (3) (b) Reimburse Walk the total amount of all salaries which it has paid on the basis of a forty hour straight time woik week for time actually worked, to the personnel performing services under this agreement. (c) Reimburse Walk the total amount of all salaries which by law Walk has paid at the rate of time and one-hoIf for hours worked in excess of forty hours per week to personnel performing services under this agreement. fr_0906B 6. ot tho rate of time-ond-ono-holf for-hours workod in-excess of forty hour* per-week to -personnel performing services under this agreement. (<0 Pay Walk at the rate of time and one-half for hours worked in excess of forty hours per week by personnel performing services under this agreement who by reason of area practice Walk has agreed to compensate at time and one half rate for such over time hours. (e) i/f} Pay Walk for hours worked in excess of forty hours per week by personnel not^ (c) (d) covered in Jbf or Jf above on the basis of the straight time pay rate for the individuals involved. (0 Pay Walk to cover its profit, overhead, insurance, employment taxes, and other costs, an overlay equal to fifty per centum (50%) of straight time pay rate for all hours actually worked, including those in excess of forty hours per week. No overlay shall be paid on the premium portion of overtime rates. (9) Reimburse Walk for transportation expense, long distance telephone and tele graph expense, reproduction costs, and any other expenses which may be incurred by Walk's company or individual employees thereof with the prior approval of Ethyl (with the understanding that separate reimbursement is being authorized) in connection with the services being performed for Ethyl. Reimbursement to Walk for such expenses shall be on the basis of actual cost. Transportation expense for travel of Walk personnel between their residences, Ethyl's Baton Rouge+denl und-offices, and Walk's offices will be ab sorbed by Walk under the overlay allowance provided for under Article above. Ethyl may also reimburse Walk for relocation costs of Walk's employee* and their families if Ethyl deems it desirable and necessary to do so. p -090 f>('> ETC 04406 7. (h) jgf In computing salaries under paragraph provided an Employee of Walk has performed services hereunder on Ethyl's regularly scheduled work day immediately before and immediately after a holiday, services will be considered to have been performed hereunder and Ethyl will reimburse a salary equal to that for eight hours of straight time work, on all days which are officially designated as Ethyl Baton Rouge plant holidays. scheduled If said holiday occurs during a scheduling vacation, or bona-fide illness, the requirement for performance of work by the employees on Ethyl's regularly scheduled work days immedi ately before and immediately after the holiday will be waived, provided said scheduled work days likewise occur during the scheduled vacation, or bona-fide illness. The employee will be required to work the scheduled work day immediately before or after the holiday when such work days do not occur during the scheduled vacation or bona-fide illness. The term "scheduled vacation" shall be defined as a vacation period approved by Ethyl in advance of the first day in the vacation period. Ethyl reserves the right to require a doctor's signed statement in support of "bona- fide illness" claims. In computing overtime pay for those employees of Walk who are paid for hours in excess of forty hours per week at the rate of time and one-half, by reason of the Wage and Hour Law or area practice, the following shall be observed: "Holiday hours, payment for which said employee of Walk has earned by working in accordance with the requirements of this military leave, jury duty section (Section 7), hours absent due to bona-fide illness/and scheduled vacation hours shall be considered as hours worked in determining total hours worked in o given week. This prevision r*t,~lt*r "J--alcaiA/Uaro in ftni. l.lith i F-09067 ETC 04407 8. respect to which porty> Ethyl or Walk; pays ar reimburses1 far time -leat due to holiday, achiJuliJ' iraculiun, ui siiAnsw, immuil, tt!T f this paragraph The sole purpose^is to establish the basis for reimbursement by Ethyl of payment of premium overtime during weeks which contain military leave, jury duty holiday(s), scheduled vaeations,l\or period of bona-fide illness. Work in excess of eight hours in a given day does not in itself constitute 'overtime'." Salaries paid by Walk to its employees on other than official Ethyl holidays will not be reimbursed by Ethyl. If a Walk employee has performed services hereunder on the regularly scheduled work day immediately preceding and immediately following any officially designated holiday and, in addition, actually performs services on the specified holiday itself. Ethyl, in addition to reimbursing the holiday time presumed to have been worked, will reimburse a salary for such hours actually worked equivalent to the employee's straight time rate of pay. For those employees who are normally paid at the rate of time and one-half for hours in excess of forty per week, the hours actually worked on the holiday will be counted in determining total hours worked in the week. Straight time overlay of fifty per centum (50%) will apply to holiday time presumed to have been worked. (5) plf Sums due under this Article 7 will be paid by Ethyl within twenty (20) days after receipt by Ethyl of itemized semi-monthly invoices submitted by Walk. 8. (a) Walk will also perform work for Ethyl at Walk's offices in Baton Rouge, E-09068 \ ETC U4408 9. Louisiana and/or New Orleans, Louisiana, assuming overall project responsibility as requested; furnishing all supervision, direction, coordination, materials and supplies re quired; and such engineering design, drafting, consulting engineering, field surveying and related services as are requested by Ethyl. When Ethyl avails itself of such services, it shall pay Walk for the services in accordance with Article 7 of this agreement, except overlay (fV, that the overaly for Article 7yQ will be equal to sixty per centum (60%) of straight time pay rates and the time applied by Walk's principals will be covered by such overlay. (b) Tracing cloth (or paper) and other standard Ethyl forms will be furnished by Ethyl without charge to Walk. Cost of drawing prints and other reproduction expense will (g) be reimbursable to Walk as provided under Article 7jf0f, (c) Sums due under this Article 8 will be paid by Ethyl within twenty (20) days after receipt by Ethyl of itemized invoice* submitted by Walk at the end of each month. 9. All engineering and other personnel in the employ of Walk shall, at all times while on Ethyl's premises, be subject to the rules and regulations of Ethyl with regard to safety and will confine themselves to areas designated by Ethyl. .10 During all times this agreement is in effect, Walk will carry the following forms of insurance at its own expense, said insurance to be arranged in the name of Walk and in the name of Ethyl Corporation as respective interests may appear: F-09069 ETC 04409 10. (o) Workmen*; Compensation and Employer's Liability Insurance This insurance shall be taken out and maintained in accordance with the Workmen's Compensation Law of the State or Province in which the work is to be done; occupational disease and medical reimbursement coverages must be included. The insur ance must cover all employees working at, on or away from the premises in the perform ance of the contract. In addition. Walk shall carry Employers' Liability insurance with limits of at least $100,000 per person, per accident. Walk will require all subcontractors to provide similar Workmen's Compensation and Employers' Liability insurance. (b) Comprehensive General Liobility Insurance This insurance shall be taken out and maintained to cover Walk against any public liability and/or property damage claim which may arise from operations and completed operations under the contract, whether such operations be by Walk or subcontractor or any persons directly or indirectly employed by them. Such insurance shall be for an amount not less than $100,000 to cover injury or death of each person, not less than $500,000 to cover injury or death of all persons arising out of one occurrence and not less than $100,000 to cover loss or damage to property. The Comprehensive General Liability policy shall be endorsed so that wherever the word "accident" appears with respect to bodily injury liability, it will be changed to read "occurrence". Such insurance shall not exclude injury to or destruction of wires, conduits, mains, sewers or other similar property or appurtenances or any apparatus in connection therewith below the surface of the ground, nor shall such insurance exclude blasting, explosion or collapse. / F-09070 11. (c) Automotive Public Liobility and Property Damage Insurance This insurance shall be taken out and maintained to cover the interests of Walk against any public liability or property damage claims arising out of the operation of motor vehicles in performance of the work under this contract, whether such operation be by Walk or any subcontractor or any persons directly or indirectly employed by them. The amount of such insurance shall not be less than $100,000 for injury including death to any person and not less than $500,000 to cover injury to all persons in any one accident. Property damage insurance shall be for an amount not less than $50,000 per accident. (d) Insurance Certificates Two copies of the insurance certificates attesting to the fact that the above insurance is in effect shall be filed with Ethyl, attention Insurance Coordinator, prior to the commencement of work under this agreement. All certificates must include the following clause: "It is agreed that a ten (10) day notice of cancellation or any material change in these policies will be given to: Insurance Coordinator Ethyl Corporation P.O.Box 341 Baton Rouge, Louisiana 70821 As evidenced by return receipt of registered mail." .11 During the continuance of this contract. Walk will comply with and make all payments required by all applicable laws, rules, regulations, and orders of the Federal, E-09071 ETC 04411 12. State and Local governments, regulating and in regard to the employment of its employees in the performance thereof. Walk indemnifies and holds Ethyl harmless from and against any and all losses and damages Ethyl may suffer and sustain arising from and resulting from its default in effecting such compliance or making the foregoing mentioned payments. 12. In the performance of the work authorized hereunder, Ethyl will from time to time release to Walk and its personnel certain drawings, tracings, and other information and "know-how" which are required in connection with the work. Walk hereby agrees that all information and "know-how" released to it by Ethyl hereunder, whether in the form of drawings or tracings or otherwise, will be held confidential and will not be made known to others without Ethyl's written consent. All tracings, prints, specifications, etc., prepared by Walk and all drawings, tracings, prints> and other information furnished to i / . Walk by Ethyl or others for the work authorized hereunder are to be the exclusive property of Ethyl and are to be turned over to Ethyl upon completion of the work authorized here under. Walk agrees to use reasonable care in the selection and assignment of personnel for the work authorized hereunder and to take proper precautions to avoid the unauthorized dissemination of information and "know-how" acquired from Ethyl or developed by Walk during the prosecution thereof and relating thereto. I All inventions and discoveries relating to the manufacture of tetraethyl lead or intermediate products used therein or to any matter in which Ethyl may have or may develop an interest made or conceived by personnel of Walk while engaged in the '' - F-0907? ETC 04412 13. performance of work authorized hereunder or resulting from information and "know-how" acquired while engaged in the performance of work hereunder shall be the sole and absolute property of Ethyl and shall be assigned to Ethyl without further consideration. If any person employed by Walk in the performance of work hereunder makes a discovery or invention relating to the manufacture of tetraethyl lead or intermediate products used therein or to any matter in which Ethyl may have or may develop an interest. Walk will make the fact of such discovery known to Ethyl as soon as it becomes known to Walk. Walk further agrees to request and use its best efforts in securing patent assign ments to Walk by its employees who perform services on work authorized herein, and agrees to assign to Ethyl any rights which Walk might have to any invention or discovery under the above conditions. The application for letters patent shall be made at the ex- P* perse of Ethyl. t Walk will secure from each person employed by it in the performance of work here under an agreement as follows: (A copy of each such agreement is to be furnished to Ethyl.) To: Walk, Haydel & Associates: "In consideration of the remuneration paid me by Walk, Haydel & Associates, and in consideration, as a separate and sufficient compensation, of the information to be imparted to me and of the contacts, facilities, and methods of solution which will be available to me while in'the employ of Walk, Haydel & Associates, and assigned by it to work on assignments given to my employer by Ethyl Corporation, I hereby agree: "That any inventions or discoveries or improvements, whether patentable or F-CV9w7 '< fTC 04413 14. unpatentable, conceived by me or made in whole or in part by me during my employment with Walk, Haydel & Associates, and relating in any manner to any assignments given to my employer by Ethyl shall become the absolute property of Walk, Haydel & Associates. "That I will keep such proper records as I may be directed by my supervisor, and all records and all notebooks kept by me relating to the subject of this agree ment, whether or not directed by my superior, are the property of Walk, Haydel & Associates. "That during the period of my employment and for a period of ten years thereafter I will not use for myself or others or divulge to anyone other than those in Walk, Haydel & Associates who are assigned to the same work as myself or I others designated by my superior, any` trade secrets and'any secret or confidential information, "know-how", or data of Ethyl Corporation which may become known to me as a result of my employment, unless authorized by Ethyl Corporation, in writing; and I will use particular care to insure that such information, "know-how" and data does not become known to those who are engaged in activities competi tive with those of Walk, Haydel & Associates or Ethyl Corporation. I understand that much.of the information I acquire as a result of my employment should, under no circumstances, be disclosed to others outside Ethyl Corporation and Walk, Haydel & Associates. There will also be much information that is marginal; and I recognize that it is difficult to draw an exact line of distinction in writing, although as a general rule it may be said that any unpublished information is secret F-09074 ETC 04414 15. and confidential. In those cases where doubt arises, I will obtain permission from Walk, Haydel & Associates and Ethyl Corporation before using or divulging the information in question to others outside Walk, Haydel & Associates. "That I will execute patent applications, domestic and foreign, and proper assignments and perform all other acts which Walk, Haydel & Associates may reasonably require of me to vest in it all rights herein conveyed, said Walk, Haydel & Associates bearing all reasonable expenses incurred by me at its request in connection therewith. "This agreement supersedes all previous arrangements, agreements, or under standing, verbal or in writing, between me and Walk, Haydel & Associates regard ing its subject matter. Employee Place _____________________ Date " 13. The term of this agreement shall be for a period of twelve (12) months commencing on the Jsj; ^ day of ^ January ^ ^ 1J967^ ond extending through Deggmbqr^lsL _ , .1967. Either party shall have the right to cancel this agreement at any time by giving sixty (60) days' written notice of such cancellation. Ethyl and Walk each bind themselves, their successors, executors, administrators. F-0907S ETC 04415 16. and assigns to the other parties to this agreement and to the successors/ executors, administrators, and assigns of such other party in respect to all covenants, conditions, and provisions of this agreement. Except as noted above, neither Ethyl nor Walk shall assign, sublet, or transfer their interest in this agreement without the written consent of the other. THUS DONE, ENTERED INTO, AND SIGNED in the presence of the witnesses whose names are subscribed opposite each respective signature as of the day and year first above written. .t I # ... WALK, HAYDEL & ASSOCIATES, INC. . __________________ __________________________________ ETHYL CORPORATION By _________ G. S. Roberts, Chief Engineer F-09076 ETC 04416 4. specification engineers, development draftsmen and designers, estimators, material take-off personnel, inspectors and model builders furnished and may or may not be Walk's representative in all matters pertaining to those parts of this contract. During periods when Ethyl does not desire the services of a resident "Design Leader," Walk shall designate one employee to handle necessary work hours reports, etc., required for payroll and billing computations, etc. So long as the work is being performed in Ethyl's office the overall direction and coordination of the work performed by Walk personnel under terms of this contract shall, however, be the responsibility of Ethyl, whether or not a resident "Design Leader" is furnished by Walk. For projects that may be assigned to Walk on a full responsibility basis, refer to Article 8 hereof. 3. It is distinctly understood and agreed that at all times during the continuance of this contract Walk shall, for all purposes, be deemed and considered an independent contractor and any and all engineering personnel furnished hereunder by Walk shall, for any and all purposes, be deemed and considered employees of Walk and not of Ethyl. 4. Prior to Walk assigning any of its engineering and other personnel for services under the terms of this contract, it shall submit|ffin wrfftn^W^fey^jthe employee's qualificationJ^and salary, said qualifications and salary to be subject to Ethyl's approval. p-09077 F.TC 04411