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Exhibit 10.2
CONSULTING SERVICES AGREEMENT
This
Consulting Services Agreement (“Agreement”)
between Innovative Card Technologies, Inc. (“INCARD"), a
Delaware corporation having its principal place of business at
10880 Wilshire Blvd. Suite 950 Los Angeles, CA 90024 and
Bennet P. Tchaikovsky, an individual (hereinafter
“Consultant”).
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1.
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Independent Contractor Relationship :
The INCARD and Consultant desire to enter into an independent
contractor relationship as set forth in this Agreement. It is the
intent and purpose of this Agreement that Consultant shall at all
times be an independent contractor of INCARD and nothing contained
herein shall be construed to create or establish the relationship
of employer and employee, principal and agent, joint venturer, or
partner between the INCARD and Consultant. Both parties acknowledge
that Consultant is not an employee of Company for state or federal
tax purposes. Consultant is an independent contractor and therefore
shall be liable for any state and federal payroll taxes in
connection with this agreement. Consultant shall have no authority
to assume or create any obligation or liability in the name of, or
on behalf of, INCARD or subject INCARD to any obligation or
liability.
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2.
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Consultant’s Representations and Warrantees
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Consultant acknowledges and agrees that as an independent, separate
business, Consultant is solely responsible for whatever profit or
loss Consultant may incur through performance of this agreement.
Consultant represents that he has the qualifications and ability to
perform the services sought in a professional manner, without the
advice, control, or supervision of INCARD. Consultant shall be
solely responsible for the professional performance of the services
as set forth in Sections 4 and 5 below. Consultant further
acknowledges and agrees that he shall have no authority to bind
INCARD contractually or otherwise in any manner. In executing this
Agreement, Consultant specifically acknowledges that he has
consulted or had a reasonable opportunity to consult with counsel
of his own choice and that he has executed this Agreement after
independent investigation and without fraud, duress, coercion or
undue influence. Consultant represents that Consultant is free of
any Federal. State or Local restrictions on the performance of
services contemplated; and Consultant warrants that he is not
prohibited from performing services for INCARD for any other
reason. Furthermore, Consultant represents that he has no other
existing conflict of interest in entering into this agreement or in
providing any of the services contemplated.
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3.
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Term :
The term of this consulting agreement shall commence on October29,
2007 and end on June 29, 2008. In the event either party wishes to
terminate the agreement prior to the end of the term, they may do
so under Section 7.
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4.
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Consulting Services :
Consultant agrees to provide the following services (the
“Services”):
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a.
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Accounting
and business consulting services on an as needed basis for INCARD.
However, Consultant is not performing such services in his capacity
as a Certified Public Accountant or as an attorney. INCARD shall
retain its own counsel and outside Certified Public Accounting firm
to review Consultant’s work.
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b.
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Consultant’s
primary task shall be to assist with the preparation and filing of
INCARD’s September 30, 2007 10-QSB and to assist
INCARD’s subsequently appointed Chief Financial Officer
(“CFO”) with any other items related to the CFO
transitioning into his new position. After January 1, 2008,
Consultant will make himself available to answer questions on a
limited basis of no more than one hour per month for the remainder
of the term.
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5.
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Scope and Rules Governing Provision of Services
:
Consultant’s provision of the Services shall be defined and
governed as follows:
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a.
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Consultant
shall perform all services hereunder in a commercially reasonable
manner and to the best of his ability. However, Consultant shall
have no liability to INCARD for any loss, liability, cost or
expense suffered or incurred by INCARD as a result of any act or
omission by Consultant, except such as arise from the gross
negligence or willful misconduct of Consultant.
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b.
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Consultant
agrees that all research records, diagrams/drawings, photos/film,
documents, technical data, formulae, processes, software, methods
of manufacture, inventions and improvements and like, all list of
customers, records of customer requirements and usage, and other
information conce
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