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W. James
Prowse Consulting Agreement
Compuware
Corporation (“Compuware”) and W. James Prowse
(“Contractor”) desire to enter into this Independent
Contractor Services Agreement (“Agreement”), dated
November 17, 2008 (“Effective Date”) under which
the Contractor will provide requested services to Compuware. In
consideration of the promises and mutual covenants in this
Agreement, Compuware and Contractor agree as follows:
The
Contractor shall consult with and advise Compuware on special
projects, including but not limited to pricing strategies, and
other business and financial projects.
2.
Effective Date of Agreement
This
Agreement is effective on the date first set forth above and shall
continue unless terminated by the parties as set forth in
Section 3.
Compuware
or Contractor may terminate this Agreement for any reason in whole
or in part at any time without prior notice.
Contractor
shall provide services at a daily rate of $2500.00. Compuware shall
pay Contractor on a semi-monthly basis. Contractor shall invoice
Compuware for the work performed under this Agreement and provide
such back-up or additional documentation as Compuware shall
reasonably request. The first invoice in a month shall be
for the period that begins on the 1 st
day of the
month and ends on the 15 th
day of the
month. The s econd invoice in a month shall be for the
period that begins on the 16 th
day of the
month and ends on the last day of the month. Compuware shall pay
correct invoices provided by Contractor on the 15
th
day
following Compuware’s receipt of a correct Contractor invoice
and all related documentation.
Compuware
shall reimburse Contractor for all reasonable and customary out of
pocket expenses that Contractor incurs while traveling on Compuware
business. Contractor shall submit such expenses on a monthly basis
and provide supporting documentation as Compuware shall reasonably
request.
5.
Relationship of the Parties
It is
agreed that Contractor is an independent contractor and not an
employee of Compuware. In performing the work contemplated in this
Agreement, Contractor warrants that he is an
independent
contractor with the authority to control and direct the performance
and duties of his work. Compuware is only interested in the results
obtained. However, the work to be provided under this Agreement
must meet the approval of Compuware and shall be subject to
Compuware’s general right of inspection and supervision.
Contractor agrees to keep accurate and complete accounts and time
records showing all actual costs, expenses and other charges
incurred under this Agreement. Except as specifically provided,
this Agreement shall not be construed to form a partnership between
the parties nor to create any form of employment relationship or
any legal association which
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