Independent Contractor Agreement
Agreement
made this First day of December 2001 by and between California News Tech
(hereinafter referred to as "Company") and Xxxxxx Xxxx (hereinafter referred
to
as "Contractor") with its principal place of business at San Francisco,
California.
WHEREAS,
the Contractor provides services to the general public in an independent
capacity;
WHEREAS,
the Company is in the business of software development and sales and Internet
advertising and WEHREAS, the Company desires to utilize Contractor services
at
its own offices and as required, the Contractor's location, it is
therefore
AGREED
AS
FOLLOWS:
| 1. |
Scope
of Services:
|
Contractor
agrees, pursuant to the terms herein, to provide specialized services as an
independent contractor to the Company. The Scope of Services and the Recipient
are further defined on the attached Purchase Order which is made a part
hereof.
| 2. |
Termination:
|
Contractor
services under this Agreement will begin and terminate pursuant to the period
covered by the Purchase Order and any renewals or extensions thereof. This
Agreement shall be for a period of 12 months, commencing on December 1, 2001
and
terminating November 31, 2002. However, this Agreement may be terminated by
either party on 10 days written notice, unless Contractor commits a breach
of
this Agreement, at which time this Agreement may be immediately terminated
by
the Company.
| 3. |
Restrictions:
|
During
the term of this Agreement, and any renewals thereof, and for twelve (12) months
after the expiration of the initial and renewal periods, Contractor agrees
that
neither it nor any of its personnel will provide or attempt to provide, directly
or indirectly, any services to any direct competitor of the
Company.
| 4. |
Contractor
Representations:
|
Contractor
represents that all information provided by it including, but not limited to,
the resume, interview and references are true, accurate and complete; the
Contractor is not restricted by any employment or other contractor agreement;
it
has all the skills and training necessary to perform the services required
by
this Agreement; and Contractor has and maintains books and records which reflect
items of income and expenses of its trade or business and offers its services
to
third parties. Contractor makes these representations with the knowledge that
the Company will rely on the representations. In addition to any other remedies
the Company may have, it may terminate this Agreement in the event of any
misstatement or misrepresentation.
| 5. |
Payment
Terms:
|
Contractor
will receive 200,000 stock options exercisable at $0.80/share of the
Corporation's common stock granted immediately.
| 6. |
Expenses:
|
Company
may authorize for business purposes travel, living, training, entertainment,
cellular phone and/or DSL Internet/email connection and expenses shall be
reimbursed by the Company. Other expenses may be authorized on a case by case
basis.
| 7. |
Confidential
Information:
|
All
information (pertaining to any of Company's inventions, designs, tools,
equipment, unpublished written materials, plans, processes, costs, methods,
systems, improvements, or other private or confidential materials) which is
obtained by Contractor in the performance of Contractor's work and which is
not
publicly
disclosed by Company shall be considered as confidential and proprietary to
Company. The terms of Contractor's assignment, including the Contractor's
compensation and the assignment terms of other Company's employees and the
scope
of Contractor's work shall be considered confidential. Contractor shall not
at
any time during or after such employment, disclose such information nor the
nature of the service which Contractor renders to Company, except to authorized
representative of Company.
| 8. |
Relationship
of the Parties:
|
The
parties to this Agreement agree that the relationship created by this Agreement
is that of Company-Independent Contractor and that no employer/empoyee
relationship by or between the Contractor and the Company is intended by any
party.
| 9. |
Contractor
Employees:
|
It
shall
be the Contractor's responsibility to provide Worker's Compensation insurance
and, if applicable, pay any premium "overtime" rate, for Contractor's employees
who work on the project covered by this Agreement and to make required FICA,
FUTA, income tax withholding or other payments related to such employees, and
to
provide Company with suitable evidence of the same whenever requested. In the
event of any claims brought or threatened by any party against the Company
related to the status, acts or omissions of Contractor or its personnel,
Contractor agrees to cooperate in all reasonable respects , including to support
the assertions of Contractor status made in this Agreement. Contractor further
agrees to file all necessary income tax reports and forms on a timely basis
and
make all payments due to the appropriate taxing authority.
| 10. |
Right
to Supervise:
|
Contractor
shall utilize his own independent judgment and discretion in the performance
of
the work without supervision or right to supervise or control as to the means
and manner including time, location and sequencing of performance by the
Company.
| 11. |
Service
to Others
|
Contractor
may provide services to others during the term of this Agreement provided that
it does not conflict with his obligations and performance
hereunder.
| 12. |
Insurance:
|
In
addition to any other insurance required by this Agreement, Company will obtain
for itself and its key personnel, at its own expense, Comprehensive General
Liability insurance coverage for directors, officers and key staff as covered
by
this Agreement, for limits of liability and terms reasonably satisfactory to
the
Company, but not less than $1.0 million. Company and Contractor agrees to
mutually indemnify and hold harmless each other from any and all liability
or
expense that either party may incur by reason of bodily injury to any person,
or
property damage, or both, caused in whole or in part by the acts of the other
party, its agents, servants and employees while performing work or services
pursuant to this Agreement, including reasonable attorney's fees. Contractor
agrees to indemnify Company against any amount that Company may ultimately
have
to pay due to Contractor's failure to timely file Contractor's tax returns
or
information or pay the proper amount of income taxes and related payroll costs
to any appropriate taxing authority.
| 13. |
Entire
Agreement:
|
This
Agreement and any attachments or exhibits hereto represent the entire agreement
and understanding of the parties and any modification thereof shall not be
effective unless contained in writing signed by both parties. Any prior
agreements have been merged into this Agreement.
| 14. |
Severability:
|
Each
provision of the Agreement shall be considered severable such that if any one
provision of clause conflicts with existing or future applicable law, or may
not
be given full effect because such law, this shall not affect any other provision
of the Agreement which can be given effect without the conflicting provision
of
clause.
2
| 15. |
Right
to Assign:
|
Contractor
is to provide services through it personnel named in the Purchase Order, for
whom it is responsible, and may not assign its rights under this Agreement
or
any Purchase Order and may not subcontract its obligations hereunder to
others.
| 16. |
Conflicts
|
To
the
extent that there may be any conflict between the terms of this agreement and
any Purchase Order which may be given hereto, this Agreement shall take
precedence.
IN
WITNESS WHEREOF, the parties have hereunto set their hands and seals on the
date
first above written.
Approval:
| California News Tech a Nevada Corporation | Xxxxxx Xxxx |
| By: | By: |
|
Xxxxxx Xxxx
Title: President
|
Xxxxxx Xxxx
Title:
Principal
|
