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Exhibit 10(z)
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement
(“Agreement”) is entered into as of the 27th day of
March, 2008, by and between Acxiom Corporation and its subsidiaries
and affiliates (“Acxiom”), a Delaware corporation with
its principal place of business at 601 East Third Street, Little
Rock, Arkansas 72201, and L. Lee Hodges
(“Consultant”).
1.
Term . The term
(“Term”) of this Agreement shall commence on July 1,
2008 (the “Effective Date”) and shall end on June 30,
2010.
2.
Scope of Services .
Consultant shall provide consulting services to assist Acxiom as
needed during the Term of the Agreement. All requests for
Consultant’s services shall be made in writing and delivered
to Consultant by Acxiom’s Organizational Development Leader.
In the event Consultant receives a request from any other person
within Acxiom, Consultant shall promptly notify the Organizational
Development Leader in writing of such request, and shall not
proceed with any work with regard to such request until it has been
approved in writing by the Organizational Development Leader. The
parties agree to use their best efforts to accommodate each
other’s schedules, but in the event Acxiom requests
Consultant’s services during a time period that conflicts
with Consultant’s existing schedule, Consultant shall not be
required to perform services during such time period.
3.
Payment . Acxiom shall
pay Consultant at the rate of $150.00 per hour for any authorized
work performed by Consultant under this Agreement. Consultant shall
invoice Acxiom on a monthly basis. Applicable taxes, if any, shall
be included by Consultant to the charges payable by Acxiom. Each
invoice shall be due and payable within thirty (30) days of
Acxiom’s receipt of invoice.
4.
Equipment . Consultant
will provide his/her own work space and equipment. However, in the
event any equipment (“Equipment”) is provided to
Consultant by Acxiom in connection with the performance of any work
hereunder, such Equipment shall at all times remain the property of
Acxiom and shall be immediately returned by Consultant to Acxiom
upon request, or upon the expiration or termination of the
Agreement.
5.
Inventions / Property Rights
. (a) Any inventions, improvements, concepts, or
ideas made or conceived by Consultant in connection with and during
the performance of any services hereunder and related to the
business of Acxiom, including but not limited to any writings,
reports, compilations, software programs or code, shall be
considered the sole and exclusive property of Acxiom. Acxiom shall
require and Consultant shall ensure that written notebook records
of Consultant’s work are kept and properly witnessed for use
as invention records, and Consultant shall submit such records to
Acxiom when requested or at the termination of Consultant’s
services, or this Agreement. Consultant shall not reproduce any
portion of such notebook records without the prior written consent
of Acxiom. Consultant shall promptly and fully report all such
inventions to Acxiom.
(b) Any work performed by Consultant under this
Agreement shall be considered a “Work Made for Hire” as
that phrase is defined by the U.S. copyright laws and shall be
owned by and for the express benefit of Acxiom. In the event it
should be established that such work does not qualify as a Work
Made for Hire, Consultant hereby assigns to Acxiom all of
Consultant’s rights, title, and interest in such work product
including, but not limited to, all copyrights, patents, trademarks,
and other proprietary rights.
(c) Both during the Term of this Agreement and
thereafter, Consultant shall fully cooperate with Acxiom in the
protection and enforcement of any intellectual property rights that
may derive as a result of the services performed by Consultant
under the terms of this Agreement. This shall include executing,
acknowledging, and delivering to Acxiom all documents or papers
that may be necessary to enable Acxiom to publish or protect said
inventions, improvements and ideas.
6.
Confidentiality . (a)
Consultant shall treat as confidential any information disclosed by
Acxiom, including but not limited to all Acxiom’s financial
information, employee information, mailing lists, proprietary data,
product designs, capabilities, specifications, program code,
software systems and processes, information regarding existing and
future technical, business and marketing plans and product
strategies, and the identity of actual and potential customers and
suppliers (hereinafter referred to as “Confidential
Information”). Confidential Information may be written, oral,
recorded, or contained on tape or on other electronic or mechanical
media.
(b) “Confidential Information” shall not
include information which (i) is in or has entered the public
domain through no breach of this Agreement or other wrongful act of
Consultant; (ii) has been rightfully received from a third party
without breach of this Agreement; (iii) has been approved for
release by written authorization of Acxiom; or (iv) is required to
be
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