FORM OF CONTRACTOR AGREEMENT FOR SYSTEM INTEGRATION AND CONSULTING SERVICES
EXHIBIT
10.2
FORM
OF CONTRACTOR AGREEMENT FOR
SYSTEM
INTEGRATION AND CONSULTING SERVICES
THIS
AGREEMENT is entered into as of August 27, 2007 by and between CYBRA
Corporation, whose address is Xxx Xxxxxxxxx Xxxx., Xxxxxxx, XX 00000 ("Company"
or “CYBRA”), and Solzon Corporation, with an address at
______________________________________("Contractor" or “Solzon”).
PREAMBLE
1. The
parties are simultaneously herewith, entering into a Reseller Agreement whereby
Solzon will sell the EdgeMagicTM
application software which together with the associated Equipment and Custom
Software interfaces shall constitute a “System”; to certain customers of the
Company (“CYBRA Customers”).
2. The
parties are also simultaneously herewith, entering into a Technology License
Agreement, pursuant to which Solzon and the Company have reached certain
agreements relating to Solzon’s iSeries Edge Product (RFID for
iSeries).
3. CYBRA
desires that Solzon provide certain professional services in support of the
installation and configuration of the System at certain of CYBRA’s Customers’
facilities, including the development of software interfaces between the
EdgeMagic software and CYBRA Customers’ software, where necessary, which will be
owned by CYBRA.
4. Solzon
agrees to provide such services to CYBRA’s Customers in accordance with the
terms and conditions of this Agreement.
1. SERVICES
AND DELIVERY
Contractor
shall provide to the Company the services described on Schedule 1
("Services").
For
purposes of planning, Contractor shall provide estimates of time for Services
to
be provided during the term of this Agreement, prior to rendering such Services.
These services estimates will be developed on a project-by-project basis and
will be documented by a Statement of Work or Task Order.
2. COMPENSATION
AND SUPPORT
A.
Contractor
will be paid per diem rates for performing System Integration projects
and “scar
tissue rates” in accordance with Schedule 2 (“Rates”) upon submission of
invoices containing a full, detailed description of work
performed.
B. The
Company shall reimburse the Contractor for all normal and customary expenses
incurred in connection with the performance of the Services. Contractor shall
maintain expenses records and receipts for any such expenses. Any expense in
excess of $_________, must be approved, in advance, by CYBRA.
C. Contractor
shall be responsible to maintain its own off-customer premises work space,
office supplies, and secretarial support, but consistent with the convenience
of
the Company may perform all or part of the Services at the Company’s facilities
with the prior agreement of the Company.
3. CONFIDENTIAL
RELATIONSHIP
A. The
terms
and conditions of the existing Non-Disclosure Agreement between the Company
and
the Contractor are herewith incorporated herein by reference
B. Contractor
shall not disclose the form or substance of the Services, any reports,
recommendations, conclusions or other results of the Services or the existence
or the subject matter of this Agreement without the prior written consent of
the
Company. The parties recognize that a breach, or threatened breach, of the
terms
of this Agreement, and specifically of this paragraph 3, could result in
substantial damages to the Company. In addition to the remedies generally
available to the Company, the parties agree that the Company shall be entitled
to obtain an injunction against the Contractor in any court of competent
jurisdiction with respect to such breach or threatened breach.
C. Solzon
to
present itself to CYBRA’s customers when performing Services hereunder as CYBRA
Corporation’s Premier Integration Partner.
4. PROPRIETARY
RIGHTS
A. The
work
product of the Services, including all writing, artwork and innovations
resulting from the Services (the "Materials"), shall be the property of Company,
its successors and assigns. Contractor acknowledges that Contractor's work
in
connection with the Services provided hereunder has been specially ordered
or
commissioned by Company, and that to the extent permitted by law the Materials
shall be considered work made for hire, and that Company shall own all right,
title and interest therein. Company shall be considered the author of the
Materials for purposes of copyright and shall own all the rights in and to
the
copyright of the Materials, and only Company shall have the right to register
copyright in the Materials, which Company may do in its name or the name of
its
nominee(s).
B. To
the
extent that title to any of the Materials does not vest in Company by reason
of
same being a work made for hire, Contractor hereby grants, assigns and transfers
to Company all right, title and interest in and to the work product of the
Service and all Materials, and the results and proceeds thereof, including
copyright therein, to the extent that Contractor has had or will have any right,
title or interest herein. Contractor shall perform all lawful acts requested
by
the Company (i) to perfect the Company's title therein, and (ii) where
applicable, to enable the Company or its nominee to obtain and/or maintain
copyright, patent or other legal protection therefor anywhere in the world.
However, any Materials provided by Contractor from previous engagements and
experiences shall be co-owned by Company and Contractor. Contractor will
identify these Materials prior to their use in order to accurately reflect
their
treatment under this agreement.
C. In
performing the Services hereunder, each of Contractor and the Company agree
that
they will not attempt, directly or indirectly, to solicit the employment of
each
others’ employees or otherwise attempt to induce any such employees to leave the
employ of Contractor or the Company as the case may be.
5. WARRANTIES
AND INDEMNIFICATION
Contractor
represents and warrants that the Materials are original and that Contractor
has
the right to perform the services and to grant the rights granted hereunder.
Contractor further warrants that the Materials do not infringe any copyright,
whether common law or statutory, and will not violate any law or any personal
or
property rights. Contractor shall indemnify and hold harmless the Company or
those to whom the Company may license or grant rights hereunder from any and
all
claims, demands, suits, actions, losses, damages, liabilities, or expenses
(including reasonable attorney's fees) arising out of any breach or alleged
breach of any of the foregoing warranties. Contractor shall indemnify and save
the Company harmless from and against all claims arising in favor of any person,
firm or corporation on account of personal injury or property damage in any
way
resulting from the act or omission of Contractor, Contractor's employees or
agents.
6. TERMINATION
The
Company or Contractor may terminate this Agreement in whole or in part upon
sixty days (60) prior written notice to the other party. In the event of
termination or upon completion of the Services to be performed pursuant to
this
Agreement, Contractor shall promptly return to the Company any and all
equipment, documents, or materials, and all copies made thereof, which
Contractor received from the Company for the purposes of performance of this
Agreement or created in connection with the performance of such
services.
If
the
Contractor terminates this Agreement pursuant to this paragraph, the Contractor
will complete any ongoing project Services unless the Company agrees to an
earlier termination. The parties recognize that the Company would be irreparably
harmed if the Contractor abandons any ongoing project or terminates this
Agreement at a time when any project previously defined by an approved Statement
of Work or Task Order, consistent with paragraph 1, has been awarded and
pending. In addition to being subject to all other remedies available to the
Company in such circumstances, in law and equity, the Contractor shall be
responsible for the payment of all costs associated with any such abandonment
or
termination as well as damages equal to three times the value of any project
services abandoned or terminated prematurely. If the Company terminates this
Agreement pursuant to this paragraph prior to the completion of the Services
to
be performed hereunder, the Company's sole obligation shall be to pay Contractor
the amount due for the Services completed as of the effective date of
termination, calculated consistent with section 2, "Compensation and Support."
The determination of the amount of "services completed" under this paragraph
shall be made mutually by both Company and Contractor in good faith, applying
the standards of time spent, acceptability of performance and quantity of
performance, but in no event shall it exceed the amounts set forth in section
2.
The Company shall retain all of its rights to materials submitted by Contractor
prior to such termination.
7. NOTICES
All
notices and billing shall be in writing and sent to the following addresses
by
hand, by facsimile or by overnight courier:
To
the
Company:
CYBRA
Corporation
Xxx
Xxxxxxxxx Xxxx.
Xxxxxxx,
XX 00000-0000
Attn:
President
To
Contractor:
8. SURVIVAL
The
terms
and conditions of paragraphs 3, 4, 5, 7 and 9 shall survive the termination
of
this Agreement.
9. ASSIGNMENT
Contractor
shall not assign the benefits of this Agreement and shall not subcontract or
otherwise delegate any of the services to be performed hereunder without the
prior written consent of the Company, and any purported assignment in violation
of this provision shall be void and a nullity. The Company may assign this
Agreement and delegate its responsibilities.
10. ENTIRE
UNDERSTANDING; NO AGENCY OR EMPLOYMENT
This
Agreement contains the entire understanding of the parties with respect to
the
subject matter hereof and may not be modified except by a writing executed
by
both parties. Nothing in this Agreement shall be deemed to create the
relationship of employer-employee, or any agency, joint venture or similar
relationship between the parties. Neither party is authorized to enter any
agreement or incur any obligation for the other. Contractor expressly disclaims
any claim to benefits afforded by Company, or its affiliates, to employees
of
Company. Contractor shall be responsible for the payment of all expenses
associated with its employees’ delivering services to the Company, including,
without limitation, disability, workers’ compensation and professional liability
insurance.
11. GOVERNING
LAW
This
Agreement, and the rights and obligations of the parties hereto, shall be
governed, construed, and interpreted according to the law of the State of New
York applicable to contract made and fully performed therein, and exclusive
jurisdiction of all disputes shall be in the federal and state courts sitting
within the State of New York.
12. BINDING
EFFECT
Subject
to paragraph 9, this Agreement shall be binding upon the parties hereto, their
heirs, successors, assigns and personal representatives.
13. NO
WAIVER
No
waiver
of any term or condition of this Agreement, or any breach of this Agreement
or
any part hereof, shall be deemed a waiver of any other term or condition of
the
Agreement or of any later breach of the Agreement or any part
thereof.
CONTRACTOR
|
COMPANY | ||||||||||
SOLZON
CORPORATION
|
CYBRA CORPORATION | ||||||||||
By:
|
By:
|
||||||||||
Name:
|
Name:
|
||||||||||
Title:
|
Title:
|
Tax
Identification Number: __________________
SCHEDULE
1
Services
to be Provided by Solzon Corporation
1. Solzon
to
act as Premier Integration Partner for the implementation of CYBRA’s
EdgeMagic™
product.
2. Solzon
to
provide collaboration in the form of consulting services required for the system
design and architecture of CYBRA’s EdgeMagic™ Java based iSeries
product.
3. Solzon
to
be available to answer customers’ RFID and associated real life questions (“scar
tissue”) regarding application and customer needs based on Solzon’s years of
experience in developing, installing and supporting RFID system customers.
This
assistance will be provided on both a pre-sales and post-sales basis. This
assumes the activity is outside of the scope of a defined project previously
documented by a Statement of Work or Task Order.