INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement ("Agreement") is between ICOA, INC.
("Company"), with its principal place of business at 000 Xxxxxxx Xx. Xxxxxxx,
XX 00000 and Xxxxx Xxxxxxxxxx ("Contractor").
In consideration of the agreements set forth below, the parties agree as
follows:
1.0 SCOPE OF SERVICES
Contractor shall furnish services to the Company as described in
Exhibit A, attached hereto and incorporated herein by this reference (the
"Services"). Contractor shall determine the method, details and means of
performing the Services.
2.0 TERM
The Effective Date of the Agreement shall be September 8, 2004.
The term of this Agreement ("Term") shall commence on the Effective
Date and shall continue through December 1, 2004 unless terminated by either
party pursuant to paragraph 7 or extended by written mutual agreement of the
parties.
3.0 CONSIDERATION
Company shall pay to Contractor, as consideration for Contractor's
complete performance of the Services the amount or rate specified in Exhibit A.
Contractor shall xxxx Company monthly, with payment to be made within thirty
days of receipt of the invoice from Contractor. Contractor shall be responsible
for all expenses incurred in association with the performance of the Services.
4.0 TAXES
Contractor shall have sole responsibility for payment of any and all
taxes incurred as a result of Contractor's compensation hereunder, including but
not limited to, estimated, foreign, federal, state, and local taxes or
contributions imposed or required under unemployment insurance, social security
and income tax laws and for filing all required tax forms with respect to any
amounts paid by Company to Contractor hereunder. Contractor further agrees to
provide Company with proof of such payments upon demand. Contractor shall
indemnify and hold Company harmless against any claim of liability, including
penalties, damages or injuries suffered by Company resulting from failure of
Contractor to pay such taxes or contributions, or failure of Contractor to file
any such tax forms.
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5.0 INVENTIONS, CREATIONS, IMPROVEMENTS OR OTHER DEVELOPMENTS
Contractor shall disclose and does hereby assign to Company, its
successors and assigns, any and all inventions, creations, improvements, or
other developments, each whether patentable, copyrightable or not, which
Contractor may hereafter make or assist in making and which result from the
Services performed under this Agreement. Contractor hereby assigns to Company,
its successors or assigns, any and all patents, copyrights, and applications
therefore, both in the United States and in any foreign country, in connection
with any such inventions, creations, improvements, or developments, and to do,
and cause its employees to do, any and all acts, and to execute any and all
instruments, which Company may reasonably request to secure for itself, its
successors or assigns, any rights relating to such inventions, creations,
improvements, developments, patents, copyrights, or registrations.
6.0 CONFIDENTIALITY
6.1 Except as hereinafter specifically provided, all information
disclosed by Company to Contractor pursuant to this Agreement shall be
in confidence. Contractor shall not use such information, except as
needed to perform his/her obligations under this Agreement, and shall
take all reasonable precautions to prevent such information from being
disclosed to third parties. All materials containing such information
shall be returned to Company upon termination of this Agreement.
6.2 The following information shall not be considered confidential:
(a) Information which was known by Contractor as of the
date of this Agreement;
(b) Information which is publicly known as of the date of
this Agreement;
(c) Information which hereafter becomes publicly known,
unless as a result of the fault of Contractor; and
(d) Information which Company agrees in writing is not
confidential.
6.3 In addition, all information and data developed by Contractor as a
result of performing Services under this Agreement shall be transmitted
by Contractor to Company, shall become the property of Company and
shall likewise be regarded by Contractor as confidential, subject to
the same exceptions as set forth above with respect to information
disclosed to Contractor by Company, provided however, that Contractor
shall only be required to treat such information and such data as
confidential for a period of one year after the termination of this
Agreement.
6.4 At the conclusion of Contractor's work under this Agreement, if
Contractor has used a computer to perform its work under this
Agreement, Contractor agrees to submit such computer to Company to
ensure that all confidential information of Company is erased.
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7.0 TERMINATION
This Agreement will terminate upon the completion of the Services, by
the date in Section 2.0 Term or as set forth below. In such case, Company's
obligation to Contractor for performance of the Services shall be limited to
payment to Contractor of amounts due for work completed but not yet paid.
Contractor's obligation shall be limited to providing Company with all
data/services prepared to date and preparation of a final invoice. The
obligations of Contractor under Paragraphs 4.0, 5.0, 6.0, 8.0, 11.0, and 12.0
shall survive any termination of this Agreement.
7.1 Automatic termination upon the occurrence of any of the
following:
(a) Conversion to full time employment by Contractor
(b) Bankruptcy or insolvency of either party;
(c) Sale of the business by either party;
(d) Death of either party.
7.2 Termination for Default: If either party defaults in the
performance of this Agreement or materially breach any of the
provisions, the non-breaching party may terminate this Agreement by
giving ten days written notice of such breach. Termination shall be
effective five days from mailing such notice.
8.0 IMPAIRING OBLIGATIONS
Contractor agrees to devote such time as is necessary to the
performance of the Services, as authorized by Company. Contractor may also
perform Services or be employed by other clients provided such obligations would
not in any way prevent, limit or otherwise impair the providing of the Services
to Company.
9.0 RELATIONSHIP OF PARTIES
The relationship of Contractor to Company shall at all times be one of
independent Contractor, and neither party shall be nor represent itself to be an
employee, agent, representative, partner or joint venturer of the other, nor
shall either party have the right or authority to assume or create any
obligation on behalf of or in the name of the other or to otherwise act on
behalf of the other. Contractor shall not be entitled to any benefits accorded
to Company's employees, including but not limited to, workers compensation,
disability insurance, vacation, health benefits, 401K participation, or tuition
reimbursement. Contractor shall be responsible for providing, at his/her sole
expense, and in his/her name, State disability insurance, workers compensation
or any other required insurance as well as all licenses and permits usual and/or
necessary for conducting the Services.
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10. ASSIGNMENT
All covenants, stipulations, promises and other terms in this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors in interest, assignees and legal representatives. Although
Contractor may use its employees to perform this Agreement, the parties agree
that Contractor shall not assign this Agreement without the express written
consent of Company.
11. PERSONNEL ON PREMISES OF OTHER PARTY; INDEMNIFICATION
All representatives of either party, while on the premises of, or
designated by, the other party, shall comply with all reasonable rules and
regulations established at such premises. Contractor hereby agrees to indemnify
and hold harmless Company, and its officers, directors, agents and employees,
from and against any and all liabilities, losses, damages, costs and expenses
(including attorneys fees) on account of any claim, suit or action made or
brought against Company, or its officers, directors, agents or employees,
arising from any act of negligence or willful misconduct of Contractor, or
related to any breach or failure of Contractor in connection with the Services.
12. INFRINGEMENT
Contractor warrants that, in rendering the Services hereunder, it shall
not knowingly infringe any patent, copyright, trademark, trade secret, or other
intellectual property right of any third party, and it shall use best efforts to
avoid any such infringement. Contractor hereby agrees to defend Company against
any claim of patent, copyright, trademark, trade secret, or other intellectual
property infringement made against Company on account of the services rendered
by Contractor. Contractor further agrees to indemnify and hold Company harmless
against any loss, damage, award or expense (including reasonable attorneys fees)
resulting from such a claim.
13.0 WAIVERS
A waiver of any breach or default hereunder by any party shall not
constitute the waiver of a subsequent breach or default of the same or a
different provision of this Agreement.
14.0 INVALIDITY
If any provision of this Agreement, shall be held to be invalid,
illegal or unenforceable, that provision shall be deemed modified to the extent
necessary to make it valid and operative, or if it cannot be so modified then it
shall be severed, and the validity, legality or enforceability of the remaining
provisions shall not be affected or impaired thereby.
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15.0 ARBITRATION
Should any dispute occur between the parties arising out of or related
to this Agreement, that dispute shall be settled and determined by arbitration
under the then current rules of the American Arbitration Association. The
decision and award of the Arbitrator shall be final and binding and the award so
rendered may be entered in any court having jurisdiction thereof. The
arbitration shall be held and the award shall be deemed to be made in
Providence, Rhode Island. Further, all questions of law shall be decided in
accordance with the laws of the State of Rhode Island, without reference to the
conflicts of laws provisions thereof.
16.0 COMPLETE UNDERSTANDING
Each party acknowledges that it has read this Agreement and agrees that
it is the complete and exclusive understanding between the parties.
"Contractor" " Company"
Xxxxx Xxxxxxxxxx ICOA, Inc.
a Nevada corporation
By _________________________ By __________________________________
Xxxxx Xxxxxxxx, Xx.
CFO
September 8, 2004 September 8, 2004
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APPENDIX A
SERVICES TO BE PROVIDED
Management of Call Center, Operations and the acquired entity of AuthDirect,
Inc.
PAYMENTS TO CONTRACTOR
$ 8,333.33 per month
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