Exhibit 10.21
AGREEMENT FOR
INDEPENDENT CONTRACTOR SERVICES
DATE: February 14, 2001
I. PARTIES
SCHIMATIC Cash Transactions Xxxxxxx.xxx, Inc. dba Smart Chip Technologies,
hereinafter "Company,"
and
Transaction Software, Inc., hereinafter "Contractor,"
hereby enter into this Agreement for Independent Contractor Services,
hereinafter "Agreement," effective the above date.
II. ENGAGEMENT OF CONTRACTOR
Company hereby engages Contractor, and Contractor accepts engagement, to provide
to Company the following services:
Development of SCTN Loyalty Application on Verifone terminal,
integrated with Verifone Smart Card Payment Application and all other necessary
interfaces, per the detail specifications provided by SCTN.
III. TERM OF ENGAGEMENT
This Agreement shall be for a term commencing February 14, 2001 and ending upon
delivery of working software or upon reaching maximum hours. Maximum hours can
be extended by mutual agreement.
IV. WORKPLACE AND HOURS
Contractor shall render services primarily at Contractor's offices or any other
place of Contractor's choosing. However, upon request, Contractor shall provide
the services at such other place or places as reasonably requested by Company as
appropriate for the performance of particular services.
Contractor's schedule and hours worked under this Agreement shall generally be
subject to Contractor's discretion. Contractor and Company anticipate that
Contractor shall work, at a maximum, five hundred (500) hours pursuant to this
Agreement. Company relies upon Contractor's discretion to determine a sufficient
time as is reasonably necessary to fulfill this Agreement.
V. COMPENSATION
Company shall pay Contractor a number of shares of SCTN 144 restricted stock for
each hour of services performed pursuant to this Agreement. The number of shares
per hour will be computed weekly by dividing the closing stock price on Friday
into one hundred twenty five dollars ($125). The result will be multiplied by
the number of hours invoiced that week, to determine the number of shares due to
Contractor. Company shall bear all of Contractor's pre-approved expenses
incurred in the performance of this Agreement.
VI. NONCOMPETITION
During the term of this Agreement and for a period of 24 months thereafter,
Contractor shall not, within the "Smart Loyalty" business area, directly or
indirectly, own, manage, operate, or control any business the same as or
reasonably similar to the business conducted by Company. In the event any of the
provisions of this Paragraph 6 are determined to be invalid by reason of their
scope or duration, this Paragraph 6 shall be deemed modified to the extent
required to cure the invalidity.
VII. CONFIDENTIALITY
"Confidential Information" for the purposes of this Agreement shall include
Company's proprietary and confidential information including, without
limitations, business plans, customer lists, marketing plans, financial
information, designs, drawing, specifications, models, software, source codes
and object codes. At termination of this Agreement, Contractor shall turn over
to Company all originals and copies of tangible material containing or
reflecting Company's Confidential Information. During the term of this
Agreement, and thereafter for 24 months, Contractor shall not, without the prior
written consent of Company, disclose to anyone any Confidential Information. The
parties agree that remedies available at law are inadequate to compensate for
breach of this paragraph, and that either party may apply to a Court of
competent jurisdiction for equitable relief upon proper showing.
VIII. CONTRACTOR STATUS
It is expressly understood and agreed that Contractor is and throughout the term
of this Agreement shall be an independent contractor and not an employee,
partner, or agent of Company. Contractor shall not be entitled to nor receive
any benefit normally provided to Company's employees. Contractor agrees that
Company shall have ownership, title, and Company reserves all rights, including
copyrights, of all works created by Contractor under this Agreement, including
but not limited to source code. Contractor hereby prospectively assigns all such
works to Company, for the consideration provided in Paragraph V. Company shall
not be responsible for withholding income or other taxes from the payments made
to Contractor. Contractor shall be solely responsible for filing all returns and
paying any income, social security, or other tax levied upon or determined with
respect to the payments made to Contractor pursuant to this Agreement.
Contractor is solely responsible for the means, manner, and method of
Contractor's work, subject only to the general objectives and requirements, and
specific direction, of SCTN's technical specifications.
IX. CONTRACTOR'S TOOLS
Unless otherwise agreed by Company in advance, Contractor shall be
solely responsible for procuring, paying for, and maintaining any and all
equipment, software, paper, tools or other supplies necessary or appropriate for
the performance of Contractor's services hereunder.
X. CONTROLLING LAW
This Agreement shall be governed by and construed in accordance with the laws of
the State of Utah.
XI. ENTIRE AGREEMENT
This Agreement constitutes the final understanding and agreement between the
parties. This Agreement cannot be amended or changed except by a writing signed
by both of the parties.
XII. NOTICES
Any notice required to be given or otherwise given pursuant to this Agreement
shall be in writing and shall be hand delivered, mailed by certified mail,
return receipt requested:
If to Contractor:
Transaction Software, Inc.
00000 Xxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
If to Company:
Smart Chip Technologies
000 X. 0000 Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the
date first above written.
/s/ Xxxxx Xxxxx 2-26-2001
---------------------------
Xxxxx Xxxxx, President
Transaction Software, Inc.
/s/ X. Xxxxx 2-26-01
---------------------------
Xxxxx X. Xxxxx, Chairman
Smart Chip Technologies
