INDEPENDENT CONTRACTOR AGREEMENT
This is a CONTRACT by and between GRC International, Inc., a Delaware
Corporation, hereinafter referred to as "GRCI", and Xxx Xxxx, hereinafter
referred to as the "Independent Contractor".
IN CONSIDERATION of the promises and mutual covenants and agreements contained
herein, the parties agree as follows:
1. Scope of Work. Subject to the terms and conditions of this Agreement, the
"Independent Contractor" will assist the Company in the areas of business
development and growth strategy, and additional work as may be assigned by the
CEO of "GRCI".
2. Term. This Agreement shall be effective July 1, 1998, and will continue until
November 5, 1998. "GRCI" may immediately terminate in the event of the
"Independent Contractor's" breach of this Agreement.
3. Consideration and Payment.
A. As consideration for services and for assigning rights in inventions,
designs, patents, trademarks and copyrights, as hereinafter provided,
"GRCI" will compensate the 'Independent Contractor" at the rate of
$1,600 per day, with a guaranteed minimum of 10 days per month up to a
maximum of 15 days per month. The daily rate of $1,600 anticipates 8
hours of work per day. "GRCI" will reimburse the Independent
Contractor for such travel and other expenses as have been authorized.
Reimbursement for local travel (local travel is considered to be a 50
mile radius of the "Independent Contractor's" business location) is
not authorized.
B. Payment will be made within thirty (30) days of receipt of a fully
documented and acceptable invoice for work authorized in writing by
"GRCI".
4. Expenditure Limitation. The total authorized expenditure limitation hereunder
shall not exceed $125,000.
5. Direction. The Independent Contractor shall be responsible for his/her
performance. Direction and clarification regarding the scope of work shall be
provided by Xxxx X. Xxxxxx, President & CEO, GRCI
6. Certifications. The Independent Contractor, by signing this Agreement,
certifies that:
A. the rate of compensation specified herein is that rate charged on a
most-favored customer basis;
B. if currently or formerly employed by the Federal Government, the
Independent Contractor has provided to the Corporation all information
necessary to clarify any potential conflict of interest and that the
Independent Contractor will abide by the attached restrictions;
C. no promise of compensation has been made contingent upon the
acquisition of any particular contract, explicitly or implicitly, to
be secured in any manner for the Corporation;
D. he/she is familiar with, and will comply with, the provisions of
Subsection 27(a) of the Office of Federal Procurement Policy Act (41
USC 423), known as the Procurement Integrity Act, as amended and
implemented in the FAR and agency supplements and will report
immediately to the Corporation's Project Director or the Contracts
Department any information concerning a violation or possible
violation of Subsections 27(a), (b), (d) or (f) of the Act,
E. he/she has read and understands GRCI's Corporate Standard of Conduct
and has completed and returned the Ethics Questionnaire, and
F. he/she qualifies as an independent contractor under the US Internal
Revenue Code.
7. General Conditions. The General Conditions set forth on the Attachment,
entitled "General Conditions for Independent Contractors," are hereby
incorporated by reference.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed.
Accepted for: Accepted for:
Xxx Xxxx GRC International, Inc.
0000 Xxxx Xxxx Xxxx 0000 Xxxxxxx Xxxx
Xxxxxx, XX 00000 Xxxxxx, Xxxxxxxx 00000
/s/ Xxx Xxxx 7-1-98 By: /s/ Xxxxxx X. Xxxxxxxxxxx 7-1-98
--------------------------------- ---------------------------------
Independent Contractor's Signature/Date Signature/Date
SSN ###-##-#### Title: Sr. Contracts Administrator
--------------------------------- ------------------------------
Independent Contractor's SSN/FEIN Charge Number:
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GENERAL CONDITIONS FOR INDEPENDENT CONTRACTORS
1. Applicable Law and Arbitration. Any controversy or claim arising out of, or
relating to, this Agreement, shall be governed by the laws of the Commonwealth
of Virginia, except its choice of law rules, and shall be deemed to be executed
in Virginia. Pending the resolution of any dispute, the Independent Contractor
shall proceed as directed by the Corporation in writing. Any controversy or
claim arising out of or relating to this Agreement, or the breach thereof, shall
be settled by arbitration before one (1) arbitrator in Vienna, Virginia in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association, and judgment upon the arbitral award may be entered in any court
having jurisdiction thereof.
2. Assignment. This Agreement is for personal services and shall not be
transferred or assigned by the Independent Contractor without prior written
consent of the Corporation.
3. Confidential Matters.
a. Nondisclosure of Information Independent Contractor understands that in
the course of his/her relationship with Company, Independent Contractor has been
and will be making use of, acquiring or adding to proprietary information of GRC
International, Inc.. Independent Contractor also understands that Company may
have received information and materials from third parties in confidence.
Notwithstanding any termination of this Agreement, the Independent Contractor
shall not at any time publish, reveal or disclose any information, data, or the
like, resulting from performance of this Agreement, or received or reviewed by
the Independent Contractor, or disclosed to the Independent Contractor,
including, without limitation, any information relating to the Corporation's
business, customers, contracts, bids, proposals, trade secrets, or know-how,
without having obtained prior written consent of the Corporation. Upon
termination or expiration of this Agreement, the Independent Contractor shall
deliver all records, data, information, and other documents and all copies to
the Corporation and such shall remain the property of the Corporation.
b. Proprietary Information All of the following information and materials,
whether oral or written which are broadly defined are "Proprietary Information"
belongs to Company, and Independent Contractor shall keep this information and
material strictly confidential, even if not physically marked as such:
(i) Application, operating system, communication and other computer
software, and all versions and options of same and all future products
developed or derived therefrom;
(ii) With respect to the software described in paragraph 2(i) above, all
source and object codes, flowcharts, algorithms, coding sheets, compilers,
assemblers, design concepts routines and subroutines, documents and manuals.
(iii) Production processes, marketing techniques, mailing lists, purchasing
information, price lists, pricing policies, quoting procedures, financial
information, customer and prospect names and requirements, customer data,
customer site information and other materials or information relating to the
manner in which Company does business;
(iv) Discoveries, concepts and ideas, whether or not patentable or
protectable by copyright, including, without limitation, the nature and
results of research and development activities, technical information on
product or program performance and reliability, processes, formulas,
techniques, trade secrets, "know-how", source codes, object codes, designs,
drawings and specifications;
(v) Any other materials, information or communications related to the
business or activities of GRC International, Inc. which are not generally
known to others engaged in similar businesses or activities;
(vi) All ideas which are derived from or related to access to or knowledge
of any of the above enumerated materials and information; and
(vii) Any information not in the public domain regarding the financial
affairs of GRC International, Inc., its salary structure, its relationship
with its customers and/or employees and such other information not in the
public domain as may be helpful to its competitors or embarrassing to GRC
International, Inc., its customers or employees.
c. Title. All Proprietary Information shall remain the exclusive property of
GRC International, Inc.. Proprietary Information shall be used solely for the
purpose of performing Independent Contractor's responsibilities assigned by GRC
International, Inc..
d. Return of GRC International, Inc. Property. At GRC International, Inc.'s
request, or upon termination of the consulting relationship with GRC
International, Inc., Independent Contractor agrees to turn over to GRC
International, Inc. all notes, data, tapes, lists, reference materials,
sketches, drawings, memoranda, records, Proprietary Information and other
documents which are in Independent Contractor's possession or control belonging
to GRC International, Inc. or relating to its business.
e. Remedies. Independent Contractor understands and agrees that GRC
International, Inc. will suffer irreparable harm in the event of a breach of any
obligations under this Agreement and that monetary damages will be inadequate to
compensate GRC International, Inc. for such breach. Accordingly, Independent
Contractor agrees that, in the event of a breach or threatened breach of any of
the provisions of this Agreement, GRC International, Inc. in addition to and not
in limitation of any other rights, remedies or damages available to GRC
International, Inc. at law or in equity, shall be entitled to a permanent
injunction in order to prevent or to restrain any such breach by Independent
Contractor, or by Independent Contractor's partners, agents, representatives,
servants, employers, employees and/or any and all persons directly or indirectly
acting for or with Independent Contractor.
f. Accounting. Contractor covenants and agrees that, if any covenants or
agreements under this Agreement are violated, GRC International, Inc. shall be
entitled to an accounting and repayment of all profits, compensation,
commissions, remuneration or benefits which directly or indirectly have realized
and/or may realize as a result of, growing out of or in connection with any such
violation; such remedy shall be in addition to and not in limitation of any
injunctive relief or other rights or remedies to which GRC International, Inc.
is or may be entitled at law, in equity or under this Agreement.
g. Reasonableness of Restrictions. Independent Contractor has carefully read
and considered the provisions of Paragraphs 3a. through 3g. and, having done so,
agrees that the restrictions set forth therein are fair and reasonable and are
reasonably required for the protection of the interests of GRC International,
Inc., its officers, directors, stockholders, employees and customers.
4. General Relationship. In all matters relating to this Agreement, the
Independent Contractor shall be acting as an independent contractor. Neither the
Independent Contractor nor employees of the Independent Contractor are employees
of the Corporation under the meaning or application of any federal or state
unemployment or insurance laws or worker's compensation laws, or otherwise. The
Independent Contractor shall assume all liabilities or obligations imposed by
any one or more of such laws with respect to employees of the Independent
Contractor in the performance of this Agreement. The Independent Contractor
shall not have any authority to assume or create any obligation, express or
implied, on behalf of the Corporation, and the Independent Contractor shall have
no authority to represent itself as an agent, employee or in any other capacity
of the Corporation.
5. Proprietary and Intellectual Property Rights. Independent Contractor
acknowledges and agrees that the Corporation owns the entire right, title and
interest to all (i) tangible and intangible property and work products delivered
and/or produced or created in connection with this Agreement; and (ii) all
inventions made, conceived, reduced to practice or authored by the Independent
Contractor or the Independent Contractor's employees or subcontractors, either
solely or jointly with others, during the performance of this Agreement, or with
the use of information, materials, or facilities of the Corporation during the
period in which the Independent Contractor is retained by the Corporation or its
successor in business, under this Agreement or any extensions or renewals
thereof. Independent Contractor further acknowledges that any copyrightable work
prepared by Independent Contractor or the Independent Contractor's employees or
subcontractors under this Agreement shall be "work for hire" for the Corporation
under the copyright laws of the United States, it being the intent of this
Agreement to vest full and exclusive ownership rights in the Corporation,
including, but not limited to, the exclusive right to copy and prepare
derivative works. To the extent such work may not be deemed "work for hire"
under applicable law, Independent Contractor hereby assigns to the Corporation
all right, title and interest in and to all copyrights for such work. The
Independent Contractor shall (and will ensure that its employees and
subcontractors shall) sign, execute, and acknowledge or cause to be signed,
executed and acknowledged any and all documents and to perform such acts as may
be necessary, useful or convenient for the purpose of securing for the
Corporation or its nominees, patent, trademark or copyright protection
throughout the world upon all such items.
6. Warranties and Representations. The Independent Contractor warrants and
represents that the services to be provided under this Agreement will not
violate or in any way infringe any patents, trademarks, copyrights, trade
secrets or other proprietary rights of third parties, and that the performance
of services under this Agreement shall be of professional quality conforming to
generally accepted consulting practices.
7. Indemnification. The Independent Contractor shall defend, indemnify and hold
the Corporation, its affiliates, employees, agents and customers harmless from
and against (i) any claim of infringement of any patent, trademark, copyright,
trade secret or other proprietary right; (ii) any loss, damage or claim arising
in connection with or out of the performance or non-performance of Independent
Contractor under this Agreement; (iii) defective cost or pricing data submitted
by Independent Contractor, and (iv) any breach of any provision of this
Agreement by Independent Contractor.
8. Notice. All notices, including notices of address changes, required to be
sent hereunder shall be in writing and shall be deemed to have been given when
mailed to the address provided by the Independent Contractor or to the
Corporation at the address provided by the Corporation.
9. Severability. In the event any provision of this Agreement is held to be
invalid or unenforceable, the remaining provisions of this Agreement will remain
in full force and effect.
10. Waiver. The waiver by either party of any default or breach of this
Agreement shall not constitute a waiver of any other or subsequent default or
breach.
11. Entire Agreement. This Agreement constitutes the complete agreement between
the parties and supersedes all previous agreements or representations, written
or oral, with respect to the services described herein. This Agreement may not
be modified or amended, except in writing signed by a duly authorized
representative of each party. 
