Independent Contractor Agreement
Independent Contractor Agreement: Xxxx
X.
Xxxxxx.
12/17/07
Agreement
made this 30th day of June, 2005 by and between California NewsTech Corporation
(hereinafter referred to as "Company") and Xxxx X. Xxxxxx, (hereinafter referred
to as "Contractor") with its principal place of business at :
00
Xxx
Xxxxxx, Xxx Xxxxxxxxx, XX 00000
WEHREAS,
the Contractor provides services to the general public in an independent
capacity;
WEHREAS,
the Company is in the business of Internet advertising and
WEHREAS,
the Contractor desires to utilize Contractor services at its own offices and
as
required, the Company's location, it is therefore
AGREED
AS
FOLLOWS:
| 1. |
Scope
of Services:
|
Contractor
agrees, pursuant to the terms herein, to provide Internet Marketing & Sales
services as an independent contractor to the Company.
Initially,
Contractor will act as Internet Marketing & Sales Consultant function. In
this role, Contractor will: utilize the Company’s contact database of current
and prospective customers, develop and coordinate all necessary documents and
presentations for customer communications, deliver presentations and communicate
Company’s values to current and prospective customers. Contractor will enhance
and develop existing and new communications channels to reach out and
communicate Company’s values and products to current as well as new customers.
All communications will be conducted in accordance with the Company’s
Communications Guidelines.
| 2. |
Termination:
|
Contractor
services under this Agreement will begin and terminate pursuant to the period
covered by this Agreement and any renewals or extensions thereof. This Agreement
shall be for a period of 30 days, commencing on July 11, 2005 and terminating
August 10, 2005, however, this Agreement may be terminated by either party
without written notice, unless Contractor commits a breach of this Agreement,
at
which time this Agreement may be immediately terminated by the Company.
This
Agreement may be extended for up to 90 days with the mutual concurrence of
the
parties, otherwise it shall terminate as indicated above.
Non-qualified
stock options follow the terms and conditions stated in the Stock Option
plan.
| 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 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
said 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:
|
1
Independent
Contractor Agreement: Xxxx X.
Xxxxxx.
12/17/07
Contractor
work deliverables will be the equivalent of no less than 40 hours per week.
Total Contractor services payment will be 3,000 non-qualified stock options,
exercisable at $3/share of common stock.
| 6. |
Expenses:
|
No
travel, living, training, or entertainment expenses will be billed by, or paid
to, Contractor unless otherwise agreed. Contractor shall perform services in
offices of the company utilizing company equipment.
| 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.
All
customer and/or investor contacts, lists, agreements and in general, any
communication and business relationships are owned by Company. Upon termination
of this Agreement and for one full year thereafter, Contractor will not contact
directly, without prior approval of the Company, any of the companies or
individuals that are part of the Company's current or potential
clients.
| 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:
|
If
applicable, it shall be the Contractor's responsibility to provide Worker's
Compensation insurance, to pay any premium "overtime" rate for its employees
who
work on the project covered by this Agreement, 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 interfere with his obligations and performance
hereunder.
| 12. |
Risk
of Loss:
|
Contractor
hereby releases Company from any liability relating to representations about
the
stock options, the task requirements or to the conditions under which the
Contractor will be working. Contractor shall be solely responsible and liable
for the services it provides hereunder and will not look to Company for any
indemnification or sharing of risk in the performance of its duties or the
resulting work product.
Contractor
understands that the risks of the non-qualified stock options, particularly
for
a company which just recently started trading on the OTC BB.
2
Independent
Contractor Agreement: Xxxx X.
Xxxxxx.
12/17/07
| 13. |
Insurance:
|
Contractor
agrees to indemnify and hold Company harmless from any and all liability or
expense that Company 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
Contractor, its agents, servants and employees while performing work or services
pursuant to this Agreement, including reasonable attorney's fees.
| 14. |
Cost
of Suits:
|
If
Company is successful in recovering damages or obtaining injunctive relief,
Contractor agrees to be responsible for paying all of Company's expenses in
seeking such relief, including all costs of bringing suit and all reasonable
attorneys' fees.
| 15. |
Entire
Agreement:
|
This
Agreement and any attachments (including the Stock Option plan provided to
Contractor) 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.
| 16. |
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.
| 17. |
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.
| 18. |
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 NewsTech Corporation | Attn: |
| Xxxxxx Xxxx | |
| By:________________________ | By:________________________ |
| Title: President | Title: |
