Exhibit 10.2
CONSULTING CONTRACT
INDIVIDUAL
THIS AGREEMENT MADE AS OF
February 15, 2007
|
BETWEEN
|
ABOVENET COMMUNICATIONS, INC.
a Delaware corporation having a place of business
at 360 Hamilton Avenue, White Plains, New York 10601
|
|
|
|
|
|
hereinafter referred to as the
“Company”
|
|
|
|
|
AND
|
Joe Ciavarella
93 Crest Road West
Merrick, NY 11566
(Social Security No:
082-50-6206)
|
|
|
|
|
|
hereinafter referred to as the
“Consultant”
|
IN CONSIDERATION OF the promises and
mutual covenants and agreements herein contained, the parties agree
as follows:
1.
SCOPE OF WORK.
Subject to the terms and conditions
hereinafter provided, Company engages the Consultant for the
furnishing of services specifically described in
Exhibit “A”, “Statement of Work for
Consultant”, dated as of even date herewith, which is hereby
incorporated by reference, and for such other tasks as may be
mutually agreed upon in writing between the Consultant and the
Company.
2.
TERM.
The services called for under this
Contract shall commence on February 15, 2007 and terminate on
such date agreed by parties as determined in accordance with
Article 14 of Exhibit B.
3.
CONSIDERATION AND
PAYMENT.
A. As consideration for such
services and for assigning the rights in invention(s), design(s),
patent(s), trademark(s) and copyright(s), as hereinafter
provided, the Company agrees to pay the Consultant $150 and 00/100
Dollars ($150.00) per hour.
B. The Consultant shall invoice at
the 15 th and 30th of each calendar month and each month
thereafter during the term.
2
C. Invoices shall be sent by the
Consultant to the Company attention Michael Doris.
D. If applicable, the Consultant
shall list the contract or contracts to be charged and the amount
applicable to each.
4.
EXPENDITURE
LIMITATION.
All expenditures incurred in
connection with the performance of the services hereunder must be
approved in advance by the Chief Financial Officer of the
Company.
5.
DIRECTION.
The Consultant shall report to and
be responsible for his performance and receive his direction from
Michael Doris or his designee.
6.
GENERAL
CONDITIONS.
The General Conditions, set forth in
Exhibit “B” entitled “General Conditions for
Individual Consulting Contracts”, dated of even date
herewith, which is attached hereto, are hereby incorporated by
reference herein.
IN WITNESS WHEREOF, the parties
hereto have caused this Contract to be executed as of the day and
year first above written.
|
|
|
AboveNet
Communications, Inc.
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Doris
|
|
|
|
|
Name:
|
Michael Doris
|
|
|
|
|
Title:
|
SVP / CFO
|
|
|
|
|
Date:
|
|
|
|
|
|
|
|
|
|
|
Consultant:
|
|
|
|
Name:
|
/s/ Joseph Ciavarella
|
|
|
|
Date:
|
2/16/07
|
3
EXHIBIT
“A”
STATEMENT OF WORK FOR
CONSULTANT
Dated as of February 15,
2007
|
·
|
Help as required with Audit from
8/31/2003 to 12/31/2006
|
|
|
|
|
·
|
Emphasis on 8K, 10K and 10Q
reporting
|
|
|
|
|
·
|
Various accounting memo’s
and procedures
|
4
TABLE OF CONTENTS
EXHIBIT “B”
Dated as of February 15, 2007
GENERAL CONDITIONS FOR INDIVIDUAL
CONSULTING CONTRACTS
|
Article 1. Applicable
Law
|
|
Article 2.
Assignment
|
|
Article 3. Confidential
Matters
|
|
Article 4. Conflict of
Interest
|
|
Article 5. General
Relationship
|
|
Article 6. Independent
Contractors and Employees of Consultant
|
|
Article 7. Inventions, Patents,
Trademarks, and Copyrights
|
|
Article 8. Non-Assertion of
Rights By Consultant or Others
|
|
Article 9. Notices
|
|
Article 10. Reports
|
|
Article 11. Safety and Security
Regulations
|
|
Article 12. Strict
Loyalty
|
|
Article 13. Superseding
Effect
|
|
Article 14.
Termination
|
|
Article 15. Title to
Information
|
|
Article 16. Travel and Living
Expenses
|
5
EXHIBIT “B”
Dated as of February 15, 2007
GENERAL CONDITIONS FOR INDIVIDUAL
CONSULTING CONTRACTS
1.
APPLICABLE LAW.
Any controversy or claim arising out
of or relating to this Contract shall be governed by the laws of
the State of New York, without reference to the conflict of law
principles thereof. Any litigation under this Contract, if
commenced by Consultant, shall be brought in a Court of competent
jurisdiction in the City, State and County of New York. Pending the
resolution of any dispute, the Consultant shall proceed as directed
by the Company in writing.
2.
ASSIGNMENT.
This Contract is for personal
services and shall not be transferred or assigned by the Consultant
without prior written consent of Company.
3.
CONFIDENTIAL
MATTERS.
The Consultant during duration of
this engagement shall keep in strictest confidence all information
relating to this Contract which may be acquired in connection with
or as a result of this Contract. During the term of this Contract
and at any time thereafter, without the prior written consent of
Company, the Consultant shall not publish, communicate, divulge,
disclose or use any of such information which has been designated
as Company proprietary information or which from the surrounding
circumstances in good conscience ought to be treated as Company
proprietary information. Upon termination or expiration of this
Contract, Consultant shall deliver all records, data, information,
and other documents and all copies thereof to Comp
