EXHIBIT 10.1
Tessera, Inc.
Consulting
Agreement
April 3, 2009
Bruce M. McWilliams
3025 Orchard Parkway
San Jose, CA 95134
Dear Bruce:
1. TESSERA, INC. (hereinafter
“Tessera” or the “Company”), a Delaware
corporation, having a principal place of business at 3025 Orchard
Parkway, San Jose, California 95134, wishes to obtain your advisory
services as an independent consultant/contractor (hereinafter
“Consultant,” “you” or “your”)
on matters agreed upon by you or to be assigned by the Company
(hereinafter the “Services”), and you as an independent
contractor desire to offer your advisory services to the Company.
The scope of your responsibilities is 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 April 3, 2009 and will continue until terminated.
Either you or the Company may terminate this Agreement at any time,
with or without good cause, and with or without notice. However,
for prudent business reasons, it is expected that either party will
give at least thirty (30) days notice for termination of this
Agreement.
3. As consideration for your
services, you will be paid as set forth in Exhibit A attached
hereto.
4. According to the nature of
Services, 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 submit proper
receipts for reimbursement.
5. Your relationship with the
Company addressed hereunder shall be that of an independent
contractor rather than an employee; and both parties agree and
understand that it is not an employment relationship. You will not
be eligible for any employee benefits by virtue of the consulting
relationship, 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 the Services. You may
determine the location where you perform your obligations under
this Agreement, consistent with the nature of the Services. 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 you may work in the
Company’s premises and use Company’s furniture and
equipment to facilitate the completion of Services, 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.
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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 Services 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 provide
the services contemplated by this Agreement. You agree and
represent that you will not use, copy, or otherwise incorporate any
proprietary information of third parties to provide such services.
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 practice
by you, solely or jointly with others, in the course of providing
services hereunder or with the use of materials or facilities of
the Company during the period of this Agreement or which relate to
the Company’s business or its actual or demonstrably
anticipated research or development (except as otherwise provided
below) and agree that the Inventions are the sole property of the
Company. When requested by the Company you will make available to
the Company all notes, drawings, data and other information
relating to the Inventions. You will promptly sign any document
(including U.S. and Foreign Patent Assignments) requested by the
Company related to the above assignment of the Inventions. Any
Inventions that constitute copyrightable subject matter shall be
considered “works made for hire” as that term is
defined in the United States Copyright Act. You agree to assist the
Company, or its designee, at the Company’s expense, in every
proper way to secure the Company’s rights in the above any
copyrights, patents, mask work rights or other intellectual
property rights relating to the Inventions in any and all
countries, including the disclosure to the Company of all pertinent
information and data with respect thereto, the execution of all
applications, specifications, oaths, assignments and all other
instruments which the Company shall deem necessary in order to
apply for and obtain such rights and in order to assign and convey
to the Company, its successors, assigns and nominees the sole and
exclusive rights, title and interest in and to the Inventions, and
any copyrights, patents, mask work rights or other intellectual
property rights relating thereto. You agree that if the Company is
unable because of your unavailability, dissolution, mental or
physical incapacity, or for any other reason, to secure your
signature to apply for or to pursue any application for any United
States or foreign patents or mask work or copyright registrations
covering any Inventions assigned to the Company above, then you
hereby irrevocably designate and appoint the Company and its
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