EXHIBIT
10.9
Consultancy
Agreement
This
Consultancy Agreement (this “Agreement”) is entered
into as of October 1, 2008 (the “Effective Date”), by
and between j2 Global Communications, Inc., a Delaware corporation
(“j2”), and John F. Rieley, an individual
(“Consultant”).
The parties
agree as follows:
1. Subject
to the terms and conditions set forth in this Agreement, j2 hereby
retains Consultant as an independent contractor in a consulting
capacity, and Consultant agrees to perform consulting services for
j2 as described in this Agreement. The relationship between j2 and
Consultant created by this Agreement is hereinafter referred to as
the “Consultancy.”
2. This
Consultancy may be terminated at any time, and for any reason
whatsoever, by either party.
3. Consultant’s
duties hereunder shall consist of assisting j2 in developing and
implementing a voice services public relations program for the
Company. In performing these duties, Consultant shall
consistently and at all times diligently and conscientiously use
Consultant’s best efforts to further the interests of j2 and
its affiliates. It is understood and agreed between the
parties hereto that Consultant’s services hereunder are as an
independent contractor and not as an employee of j2 or its
affiliates.
4. In
consideration of the complete and faithful performance of
Consultant’s duties pursuant to this Agreement, and as
Consultant’s sole consideration hereunder, the Consultant
shall be entitled to payment of $60,000.00 per annum, payable each
calendar month in advance, in equal installments of $5,000.00
each. In addition, in the event Consultant perform
services in excess of 20 hours in a month and Consultant performs
such excess services Consultant shall be paid an additional $500
per hour for each hour of such requested excess work performed but
only if the Company is invoiced for such services within two weeks
of the end of the month in which the excess services were
performed. Moreover, once Consultant has performed 5
excess hours in a month, Consultant shall not be compensated for
any additional excess hours during the month unless the Company in
its discretion requests in writing that Consultant perform such
additional excess hours. Consultant expressly acknowledges and
agrees that the consideration described in this Section is the
entirety of the consideration, pay, fees, benefits, or other things
of value of any kind to be provided by j2 or its affiliates to
Consultant for Consultant’s services pursuant to this
Agreement.
5. The
Consultancy, this Agreement and j2’s obligation to provide
the consideration described in Section 4 of this Agreement shall
begin on the Effective Date and continue for a period of one year
thereafter unless earlier terminated upon the occurrence of any one
or more of the following:
(a) j2’s
and Consultant’s entry into and execution of a written
agreement to such termination; or
(b) Any breach by
Consultant of any provision of this Agreement, including without
limitation any failure by the Consultant to observe and to fully
and faithfully perform each and all of Consultant’s duties,
responsibilities, and obligations pursuant to this
Agreement.
Following
expiration of the initial one (1) year term this Agreement, the
term shall automatically renew for successive one (1) year periods
unless either party provides the other written notice of
termination at least 60 days prior to the next automatic
renewal
6. Consultant
acknowledges that j2 has trade secrets, proprietary and
confidential information (“Information”) which is vital
to the success of its business and requires protection against
unauthorized use and disclosure. Consultant understands
that from time to time Consultant will have access to such
Information, which j2 will disclose to Consultant solely to permit
him to perform Consultant’s duties and solely pursuant to
Consultant’s agreement hereunder. Such Information
shall include, but shall not be limited to, j2’s customers,
customer support materials, prospects, strategic and marketing
plans, financial information, designs, specifications, processes,
methods, network infrastructure, software, diagnostics, products
and research. At all times hereafter, both during and
after the term of this Agreement and whether or not this Agreement
is terminated for cause, Consultant shall treat as confidential all
Information, in any media or form, which may be disclosed to
Consultant or which Consultant may acquire as a
