Exhibit 99.2
Tessera, Inc.
Consulting
Agreement
September 9, 2008
Charles A. Webster
(address redacted)
Dear Charlie:
1. TESSERA, INC. (hereinafter
“Tessera” or the “Company”), a Delaware
corporation, having a principal place of business at 3099 Orchard
Drive, San Jose, California 95134, wishes to obtain your services
as an independent consultant/contractor (hereinafter
“Consultant”, “you” or “your”)
on projects agreed upon by you or to be assigned by the Company
(hereinafter the “Projects”), and you as an independent
contractor desire to offer your services to the Company and accept
the assignment to complete such Projects. The initial Projects are
briefly outlined in Exhibit A attached hereto. This letter shall
constitute an agreement (the “Agreement”) between you
and the Company, and contains all the terms and conditions relating
to the services that you provide.
2. This Agreement will become
effective on September 19, 2008 and will continue until
June 19, 2009, at which time it will terminate. The Company
may terminate this Agreement immediately and without prior notice
if Consultant is in breach of any material provision of this
Agreement and fails to remedy such breach within ten (10) days
after receipt of written notice from the Company. If you become
employed by another company prior to such termination date, you
will provide written assurances that the continuation of this
Agreement is acceptable to such company.
3. As consideration for your
services, you will be paid as set forth in Exhibit A attached
hereto for actual work performed on Projects. Fees for future
projects will be set forth in an amendment to this Agreement or in
future agreements for such future projects.
4. According to the nature of
Projects, you may be reimbursed for reasonable travel and other
out-of-pocket expenses actually incurred by you in connection with
your services under this Agreement, provided that you must obtain
prior approval of a Company Vice President for such expenses, and
provided that you submit proper receipts for reimbursement.
Reimbursement will not be allowed for expenses incurred without
prior approval.
5. Your relationship with the
Company shall be that of an independent contractor; and both
parties agree and understand that it is not an employment
relationship. You will not be eligible for any employee benefits,
nor will the Company make deductions from payments made to you for
taxes, which shall be your sole responsibility as an independent
contractor. In this regard, you hereby represent and confirm to the
Company that you act as an independent contractor and that you will
pay all taxes, including federal, state and local income taxes,
FICA, Medicare contributions, disability, and others.
6. As an independent contractor, you
shall have no authority to enter into contracts that bind the
Company or create obligations on the part of the Company without
the express prior written authorization of the Company. Such
authorization must be signed by a Company officer. In
addition, as an independent contractor, you may
establish your own work schedule, consistent with the needs of
Projects. You may determine the location where you perform services
under this Agreement, consistent with the timeliness and
cost-effectiveness of completing Projects. If you desire to perform
some part of the services on the Company’s premises, Company
will make the appropriate arrangements to accommodate such needs.
At times that you may work in the Company’s premises and use
Company’s furniture and equipment to facilitate the
completion of Projects, but such access should not be construed as
an indicia of employment.
7. The Company has selected you to
provide consulting services based upon your experience and
expertise and, accordingly, does not anticipate providing you with
training or detailed instructions on all aspects of performing such
services.
8. You confirm that you are doing
business as an independent contractor and that the Tax
Identification Number given by you hereunder is the correct I.D.
for tax reporting purpose. In addition, you hereby represent and
confirm that you will carry your own worker compensation insurance
if required by law, and other liability insurance coverages as an
independent contractor and that the Company is not responsible for
such liability and insurance.
9. You shall keep in confidence and
shall not disclose or make available to third parties or make any
use of any information or documents relating to your services under
this Agreement or to the products, methods of manufacture, trade
secrets, processes, business practices, vendor or customer lists,
or confidential or proprietary information of the Company (other
than information already in the public domain), except with the
prior written consent of the Company. You recognize that the
Company has received and in the future will receive from third
parties their confidential or proprietary information subject to a
duty on the Company’s part to maintain the confidentiality of
such information and to use it only for certain limited purposes.
You agree that you owe the Company and such third parties, during
the term of this Agreement and thereafter, a duty to hold all such
confidential or proprietary information in the strictest confidence
and not to disclose it to any person, firm or corporation or to use
it except as necessary in connection with the Projects consistent
with the Company’s agreement with such third party. Upon
termination of this Agreement you will return to the Company all
documents, or other materials related to the services provided
hereunder or furnished to you by the Company. Your obligations
under this paragraph shall survive termination of this
Agreement.
10. As an independent contractor,
you will have all the necessary expertise of your own to complete
Projects. You agree and represent that you will not use, copy, or
otherwise incorporate any proprietary information of third parties
to complete Projects. The Company will not authorize the use of
third parties’ confidential and proprietary
information.
11. You shall promptly disclose and
hereby transfer and assign to the Company all right, title and
interest to all techniques, methods, processes, formulae,
improvements, inventions and discoveries (collectively, the
“Inventions”) made or conceived or reduced
to
