Contract
EXHIBIT
10.42
Portions
of this document have been redacted and filed separately with the Securities and
Exchange Commission. Redacted sections marked with
“*****.”
000
Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx
Xxxxxx, Xxxxxxxxxx 00000
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Consulting
Agreement
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Name:
GSMeyer & Associates LLC
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Address:4
Nerseian Way
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City/State/Zip:
Xxxxxxx, XX 00000
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Telephone:
(000) 000 0000
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1.Communication
Intelligence Corporation (the "Company" or “CIC”) wishes to obtain your
services as a consultant on projects agreed by you and the Company in
writing. The initial project on which you are to work is
described in Exhibit A attached hereto. This letter shall
constitute an agreement ("the Agreement") between you and the Company and
contains all the terms and conditions relating to the services you are to
provide. All work shall be work made for hire.
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2.Either
you or the Company may terminate this Agreement at any time by at least
thirty (30) days prior written notice.
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0.Xx
consideration for your services and other obligations you will be paid at
the rate set forth on Exhibit A attached hereto for work on the project.
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4.
It is agreed that you will use your own office space, supplies, tools,
materials and office supplies.
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0.Xxx
shall be reimbursed for reasonable travel and other out-of-pocket expenses
incurred by you in connection with your services under this Agreement,
provided that you provide receipts and obtain prior approval of the
officer of the Company named on Exhibit A (the "Responsible Officer") for
such expenses. Expenses including, but not limited to, professional
association membership fees, education, compensation to subcontractors and
the cost of appropriate business insurance are not reimbursable by the
Company as they are considered expenses incurred in maintaining a
consulting business.
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6.Your
relationship with the Company shall be that of an independent contractor
and not that of an employee. You will not be eligible for any employee
benefits, nor will the Company make deductions from your fees nor make
payment for social security, state or federal income tax, state or federal
unemployment insurance, or disability insurance, all of which shall be
your responsibility. The Company will not obtain workers' compensation
insurance for you. You shall have no authority to enter into contracts
which bind the company or create obligations on the part of the Company
without the express prior written authorization of the Company.
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7.All
services to be performed by you will be as agreed between you and the
Responsible Officer of the Company. There will be no supervision exercised
over the details, means or process of your work and the Company does not
retain the right to control these details. You shall report to the
Responsible Officer concerning your services performed under this
Agreement. The nature and frequency of these reports will be left to the
discretion of the Responsible Officer. This Agreement will have no formal
reporting requirements except as to the progress of the project, which may
be subject to a deadline.
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8.Consultant
acknowledges that in connection with this Agreement it will receive
information confidential and proprietary to CIC. Consultant agrees not to
use such information except in the performance of this Agreement, and not
to disclose such information to any other party except for the purposes
hereof and only to a party bound by like obligations of confidentiality.
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9.Neither
Consultant nor any of its Associates shall remove any CIC property from
CIC's premises without the prior written consent of CIC. All Deliverables,
established by this agreement, shall be the sole property of CIC, and
Consultant hereby assigns to CIC all right, titles and interest in and to
the Deliverables, including but not limited to all patent rights,
copyrights (including audio-visual copyrights), trade secret rights and
copyrights to future projects. During and after the term of this
Agreement, Consultant shall assist CIC and its nominees in every
reasonable way, at CIC's expense, to document, secure, maintain and defend
for CIC's own benefit in any and all countries all copyrights (including
audio-visual copyrights), patent rights, trade secret rights and other
proprietary rights in and to the Deliverables. Consultant at CIC's request
will execute whatever documents are necessary to secure CIC's rights in
proprietary information including copyrights.
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10.The
Company understands that you do not presently perform or intend to
perform, during the term of this Agreement, consulting or other services
for any other companies where your service might represent a conflict of
interest to CIC (except for the companies, if any, listed in Exhibit B
attached hereto). If, however, you decide to do so, you agree to notify
the Company in writing in advance (specifying the organization with which
you propose to consult) and provide information sufficient to allow the
Company to determine if such consulting would conflict with areas of
interest to the Company or further services which the Company might
request of you pursuant to this Agreement.
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11.Provided
it does not materially interfere with your performance under this
Agreement, and subject to the notice provision of paragraph 10, you may,
during the term of this Agreement, render services on your own account or
for any other person or entity as a consultant.
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00.Xxx
shall obtain business liability insurance and workers' compensation
insurance, if required by law, covering yourself and/or your employees
during the term of this Agreement. You may select the carrier for these
insurance policies. You shall pay the premiums for these insurance
policies and these premiums shall not be reimbursable by the Company.
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00.Xxx
are advised to seek independent tax and legal advice concerning this
Agreement and are not relying on any tax, legal or other advice concerning
this Agreement from the Company or from any other firms providing
professional services for the Company.
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14.Any
amendment to this Agreement must be in writing signed by you and the
Company.
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15.All
notices, requests and other communications called for by this Agreement
shall be deemed to have been given if made in writing and mailed, postage
prepaid if to you at the address set forth above and if to the Company to
Communication Intelligence Corporation, 000 Xxxxxxxxx Xxxxx, Xxxxx 000,
Xxxxxxx Xxxxxx, XX 00000, or to such other addresses as either party shall
specify to the other.
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16.The
validity, performance and construction of this Agreement shall be governed
by the laws of the State of California, without regard to those provisions
related to choice of laws.
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17.This
Agreement supersedes any prior consulting or other agreements between you
and the Company.
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PDX 1825499v1
0058288-000014
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If this
Agreement is satisfactory, you should execute two copies, return one to
us, and retain a copy for your file.
Sincerely,AGREED
AND ACCEPTED:
Communication
Intelligence CorporationGSMeyer & Associates LLC
BY: /s/ Xxxxx DaneBY:
/s/ Xxxxx
Xxxxx
Print
Name: Xxxxx
DanePrint Name:Xxxxx
Xxxxx
Title: Chief Financial and Legal
OfficerTitle:Managing
Director
Date:
January 9,
2008Date:January 3,
2008
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EXHIBIT
A
DESCRIPTION
OF INITIAL CONSULTING PROJECT:
Licensing
of CIC’s products to the target accounts as specified below. The list
of target accounts may be amended, in writing, from time to time by mutual
agreement between the parities:
*****
*****
*****
COMPENSATION
FOR INITIAL PROJECT:
*****
percent (*****%) of license fees, professional service fees and of first year
maintenance fees on sales closed with target accounts.
Payment
shall be made to Consultant within ten business days of receipt by CIC of
payment from the applicable customer.
RESPONSIBLE COMPANY OFFICER:
Xxxxx XxXxxxxxxx
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EXHIBIT
B
LIST
OF COMPANIES WHICH MAY BE COMPETITIVE TO CIC FOR WHICH CONSULTING SERVICES ARE
PRESENTLY BEING PERFORMED:
PDX 1825499v1
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