EXHIBIT 10.2
FORM OF CONTRACTOR AGREEMENT FOR
SYSTEM INTEGRATION AND CONSULTING
SERVICES
THIS
AGREEMENT is entered into as of August 27, 2007 by and between
CYBRA Corporation, whose address is One Executive Blvd.,
Yonkers, NY 10701 ("Company" or “CYBRA”), and
Solzon Corporation, with an address at
______________________________________("Contractor" or
“Solzon”).
PREAMBLE
1.
The
parties are simultaneously herewith, entering into a Reseller
Agreement whereby Solzon will sell the EdgeMagic
TM application
software which together with the associated Equipment and Custom
Software interfaces shall constitute a “System”; to
certain customers of the Company (“CYBRA
Customers”).
2.
The
parties are also simultaneously herewith, entering into a
Technology License Agreement, pursuant to which Solzon and the
Company have reached certain agreements relating to
Solzon’s iSeries Edge Product (RFID for
iSeries).
3.
CYBRA
desires that Solzon provide certain professional services in
support of the installation and configuration of the System at
certain of CYBRA’s Customers’ facilities,
including the development of software interfaces between the
EdgeMagic software and CYBRA Customers’ software, where
necessary, which will be owned by CYBRA.
4.
Solzon
agrees to provide such services to CYBRA’s Customers in
accordance with the terms and conditions of this
Agreement.
1.
SERVICES AND DELIVERY
Contractor
shall provide to the Company the services described on
Schedule 1 ("Services").
For
purposes of planning, Contractor shall provide estimates of
time for Services to be provided during the term of this
Agreement, prior to rendering such Services. These services
estimates will be developed on a project-by-project basis and
will be documented by a Statement of Work or Task
Order.
2.
COMPENSATION AND SUPPORT
A.
Contractor
will be paid per diem rates for performing System Integration
projects and “scar tissue rates” in accordance with
Schedule 2 (“Rates”) upon submission of invoices
containing a full, detailed description of work
performed.
B.
The
Company shall reimburse the Contractor for all normal and
customary expenses incurred in connection with the performance
of the Services. Contractor shall maintain expenses records
and receipts for any such expenses. Any expense in excess of
$_________, must be approved, in advance, by
CYBRA.
C.
Contractor
shall be responsible to maintain its own off-customer premises
work space, office supplies, and secretarial support, but
consistent with the convenience of the Company may perform all
or part of the Services at the Company’s facilities with
the prior agreement of the Company.
3.
CONFIDENTIAL RELATIONSHIP
A.
The
terms and conditions of the existing Non-Disclosure Agreement
between the Company and the Contractor are herewith
incorporated herein by reference
B.
Contractor
shall not disclose the form or substance of the Services, any
reports, recommendations, conclusions or other results of the
Services or the existence or the subject matter of this
Agreement without the prior written consent of the Company.
The parties recognize that a breach, or threatened breach, of
the terms of this Agreement, and specifically of this
paragraph 3, could result in substantial damages to the
Company. In addition to the remedies generally available to
the Company, the parties agree that the Company shall be
entitled to obtain an injunction against the Contractor in any
court of competent jurisdiction with respect to such breach or
threatened breach.
C.
Solzon
to present itself to CYBRA’s customers when performing
Services hereunder as CYBRA Corporation’s Premier
Integration Partner.
4.
PROPRIETARY RIGHTS
A.
The
work product of the Services, including all writing, artwork
and innovations resulting from the Services (the "Materials"),
shall be the property of Company, its successors and assigns.
Contractor acknowledges that Contractor's work in connection
with the Services provided hereunder has been specially
ordered or commissioned by Company, and that to the extent
permitted by law the Materials shall be considered work made
for hire, and that Company shall own all right, title and
interest therein. Company shall be considered the author of
the Materials for purposes of copyright and shall own all the
rights in and to the copyright of the Materials, and only
Company shall have the right to register copyright in the
Materials, which Company may do in its name or the name of its
nominee(s).
B.
To
the extent that title to any of the Materials does not vest in
Company by reason of same being a work made for hire,
Contractor hereby grants, assigns and transfers to Company all
right, title and interest in and to the work pro
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