Consulting Agreement
This
Agreement is made effective as of December 13, 2007 (the
“Effective Date”) by and between Aware, Inc., 40
Middlesex Turnpike, Bedford, Massachusetts 01730-1432 (herein
referred to as Aware), and Richard Moberg,
xxxxxxxxxxxxxxxxxx(herein referred to as
Consultant).
WHEREAS,
Consultant has experience in finance and operations and is
willing to provide services to Aware based on this experience;
and
WHEREAS,
Aware desires to have Consultant provide consulting services,
on the terms and conditions set forth in this
Agreement.
THEREFORE,
the parties agree as follows:
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1.
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DESCRIPTION OF SERVICES. Consultant will provide finance
and operations consulting services (“Services”) to
Aware. Consultant will provide the Services primarily at
Aware’s offices at 40 Middlesex Turnpike, Bedford,
Massachusetts.
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2.
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PAYMENT.
Aware will pay the Consultant for Services performed at the rate of
$120.00 per hour. Fees for Services shall be
payable upon receipt of invoice. Upon termination of
this Agreement, payments under this paragraph shall cease;
provided, however, that Consultant shall be entitled to payments
for Services rendered prior to the date of termination, and for
which Consultant has not yet been paid.
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3.
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EXPENSE REIMBURSEMENT. Consultant shall be
entitled to reimbursement for all reasonable and customary
"out-of-pocket" business expenses, provided, however, that such
expenses are approved by Aware in writing prior to
expenditure.
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4.
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TERM/TERMINATION. This Agreement shall begin
on or about January 2, 2008 and terminate on or about February 15,
2008. Aware may terminate this Agreement at any time,
with or without cause, upon formal notice to the
Consultant.
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5.
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RELATIONSHIP OF PARTIES. It is understood by
the parties that Consultant is an independent contractor with
respect to Aware, and not an employee of Aware. Aware
will not provide fringe benefits, including health insurance
benefits, payroll taxes, paid vacation or other compensated
absences, or any other employee benefit, for the benefit of
Consultant.
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6.
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CONFIDENTIALITY. Consultant and Aware agree to
be bound by the Consultant Non-Disclosure And Intellectual Property
Agreement, attached to this Agreement as Exhibit A.
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7.
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NOTICES. All notices required or permitted
under this Agreement shall be in writing and shall be deemed
delivered when delivered in person, via facsimile or via United
States mail or overnight delivery services.
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8.
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ENTIRE AGREEMENT. This Agreement, including
the appendices attached hereto, contains the entire agreement of
the parties with respect to the subject matter hereof. There are no
agreements, understandings, covenants, conditions or undertakings,
oral or written, express or implied, concerning such subject matter
that are not merged herein or superseded hereby.
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9.
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AMENDMENT. This Agreement may be modified or
amended if the amendment is made in writing, signed by both
parties, and attached to this Agreement.
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10.
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SEVERABILITY. If any provision of this
Agreement shall be held to be invalid or unenforceable for any
reason, the remaining provisions shall continue to be valid and
enforceable.
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11.
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WAIVER OF CONTRACTUAL RIGHT. The failure of
either party to enforce any provision of this Agreement shall not
be construed as a waiver or limitation of that party's right to
subsequently enforce and compel strict compliance with every
provision of this Agreement.
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12.
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APPLICABLE LAW. This Agreement shall be
governed by the laws of the Commonwealth of
Massachusetts.
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Aware, Inc. |
Consultant |
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By: /s/ Michael
A. Tzannes
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By: /s/ Richard
Moberg |
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| Date:
December 17,
2007 |
Date:
December 17,
2007 |
EXHIBIT A
CONSULTANT NON-DISCLOSURE
AND INTELLECTUAL PROPERTY AGREEMENT
THIS
AGREEMENT is between Aware, Inc., a Massachusetts corporation
with principal offices at 40 Middlesex Turnpike, Bedford MA
(hereinafter "the Company"), and Richard Moberg (hereinafter
"Consultant").
WHEREAS, Consultant has
been or is being engaged by the Company to work in the
position of consultant with respect to finance and
operations, because of Consultant's extraordinary ability;
and
WHEREAS, said engagement
is of a confidential nature involving duties that require the
Company to impose on Consultant the highest trust and
confidence;
NOW, THEREFORE, in
consideration of the initiation or the continuation of
engagement, of other good and valuable consideration received
by Consultant, receipt of which is hereby acknowledged, and
of the mutual promises and covenants contained herein, the
parties agree as follows:
1. Definitions
a.
Subsidiary
As used herein, the term
"Subsidiary" means any corporation in which not less than 50%
of the outstanding capital stock granting voting power to
elect a majority of its Board of Directors is owned, directly
or indi
