Exhibit 10.55
INDEPENDENT CONTRACTOR
CONSULTING
AND BUSINESS DEVELOPMENT
AGREEMENT
This Independent Contractor and
Business Development Agreement (the “Agreement”) is
entered into this 14 th day of February, 2004, by and
between B.G. Beck, an individual and resident of the Commonwealth
of Virginia (the “Consultant”), and Viisage Technology,
Inc., a Delaware corporation having its principal place of business
in Littleton, Massachusetts (the “Company”),
collectively the “Parties.”
1. Scope of Work,
Compensation:
The Consultant shall consult with
the Company and perform business development, marketing, sales
generation, and related activities for the benefit of the Company
and its subsidiaries. Such activities shall include, but will not
be limited to, the identification of sales and marketing
opportunities; identification of and coordination with potential
clients and potential client personnel; activities dedicated
towards enhancing the reputation of the Company and its products
both generally and for specific market purposes, and such similar
activities as shall benefit the Company. During the term of this
Agreement (i.e., the Initial Term and any extended terms),
Consultant shall devote his full business time to the above
activities, except that Consultant may serve on boards of directors
of other companies subject to the provisions of Section 6 of this
Agreement.
The Consultant shall report directly
to the Chief Executive Officer of the Company. Although the Company
shall provide input and guidance to the Consultant regarding
business objectives and other matters, the Consultant shall act as
he deems appropriate in order to foster the business interests of
the Company.
Consultant will be compensated at an
annual rate of $300,000 per year, payable monthly, during the term
of this Agreement (i.e., the Initial Term and any extended terms).
Reasonable out of pocket expenses for approved Company business,
including but not limited to travel expenses of Consultant, shall
be reimbursed by the Company after submission of appropriate
receipts.
2. Initial Term, Automatic
Renewal:
The “Initial Term” of
this Agreement shall be from the date of this Agreement set forth
above until February 13, 2006, unless earlier terminated pursuant
to Paragraph 3 of this Agreement. After the Initial Term, this
Agreement shall automatically be renewed for successive one-year
terms, unless one or both Parties delivers a written notice
to the other Party electing not to renew for such a successive
term. Any such notice of non-renewal must be received by the other
Party not less than sixty (60) days prior to the expiration of
either the Initial Term, or any extended one-year term, as
appropriate.
3.
Termination:
(a) Consultant may terminate this
Agreement for cause, at any time during the Initial Term and
without notice, upon the following events: (i) material breach by
the Company of this Agreement, written notice of which has been
tendered to the Company and which has remained uncured for thirty
days or more; or (ii) a material reduction in the
Consultant’s compensation, in which case the Company shall
pay to Consultant (A) compensation through the date of termination
to the extent not theretofore paid, (B) any bonuses to which the
Consultant is entitled and to the extent not theretofore paid, (C)
the balance of the compensation set forth in Section 2 above to
which Consultant would otherwise be entitled to receive for the
remainder of the Initial Term; and (D) any other amounts or
benefits required to be paid, reimbursed or provided hereunder to
the extent not theretofore paid or provided.
(b) The Company may terminate this
Agreement for cause, at any time and without notice, upon the
following events: (i) material breach by the Consultant of this
Agreement, written notice of which has been tendered to Consultant
and which has remained uncured for thirty days or more; (ii) any
act by Consultant or done at his direction which constitutes fraud,
embezzlement, misuse of trust, any crime imputing moral turpitude,
any felony, or a similar act; (iii) any violation by Consultant of
any government regulation, rule, or requirement relating to any
sale or procurement by any government entity, provided that any
such violation shall only be a basis for termination if the
violation is material or is otherwise required to be disclosed to
any government entity or included in a filing with any government
entity, or (iv) any violation of the provisions of this Agreement
relating to confidential information, covenants not to compete, or
non-solicitation of employees. If this Agreement is terminated by
the Company for cause, Consultant’s rights to any further
compensation shall terminate immediately, and Consultant shall be
paid through the date of termination.
(c) After the Initial Term of this
Agreement, the Company may terminate this Agreement at any time,
for any reason or for no reason at all, upon sixty (60) days’
written notice. Should the Company tender notice under this
subparagraph, the Company may at its sole option immediately
discontinue Consultant’s work for and association with the
Company; in such circumstances, the Company shall compensate the
Consultant as if this Agreement had remained in effect until the
end of the 60-day notice period.
4. Protection of Confidential
Information:
(a) In the course of performing
under this Agreement, Consultant will create, have access to, and
acquire knowledge regarding “Confidential Information”
belonging to the Company, its clients, or others.
(b) “Confidential
Information” means the identity, needs, and resources of the
Company’s customers or potential customers; methods of
operation; software codes and other technological solutions;
current and future contracts or customer account information; and
all non-public technological, business, financial, statistical, and
personnel information regarding the Company, its clients, its
employees, other contractors, and others. “Confidential
Information” includes, for example, marketing plans, strategy
statements, advertising programs, manuals, reports, and information
systems. “Confidential Information” includes, but is
not limited to, any information subject to protection under the
Uniform Trade Secrets Act, and any non-public information that
would give the Company an opportunity to obtain an advantage over
its competitors, or which the Company has taken reasonable steps to
keep out of the public domain.
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(c) Any information and materials
received by the Company from third parties in confidence (or
subject to non-disclosure or similar covenants) also constitutes
Confidential Information.
(d) Consultant agrees that it will
not at any time, during or following the term of this Agreement,
directly or indirectly, disclose, reveal, publish, transfer or use,
for any purpose whatsoever, any Confidential Information, whether
for Consultant’s benefit or for the benefit of any other
person. Consultant may use and disclose Confidential Information
(i) with the prior written consent of the Company, or (ii) during
the course of this Agreement with the Company, for the benefit of
the Company or its clients in the furtherance of the
Company’s business, and subject to the Company’s
policies and the direction of the Company.
5. Ownership of Work
Product:
(a) The Work Products (as defined
below) created by Consultant pursuant to this Agreement for the
Company shall belong to the Company under the terms of this
section.
(b) For purposes of this Agreement,
“ Work Product ” consists of all work products
created for the Company under this Agreement, regardless of the
form, including but not limited to: (i) reports, analyses, logos,
source code, and all (physical and electronic) related materials,
papers, and documents, and (ii) patentable or un-patentable ideas
or discoveries made or conceived by Consultant as a result of
Consultant’s performance hereunder.
(c) Consultant hereby assigns, cedes
and grants to the Company, its successors, assigns or nominees, all
rights to possession of, and all right, title, and interest,
including all copyright rights and the right to prepare and exploit
derivative works, in the Work Products, in whatever form or medium
captured. All Work Product shall be deemed to be works made for
hire exclusively for the Company, with the Company having sole
ownership of such products and the sole right to obtain and to hold
in its own name patents, copyrights, or such other protection as
the Company may deem appropriate.
(d) Consultant agrees to give the
Company or any person designated by the Company, at the
Company’s expense, all assistance reasonably required to
perfect the rights referred to above, including providing the
Company written assignments in a form acceptable to the Company
from Consultant, at the Company’s request. Consultant agrees
that the obligations of this section shall continue after the
termination of this Agreement, and the Company agree
