AMENDED AND RESTATED INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement |
|
|
You are currently viewing: This Independent Contractor Agreement involves
NEW FRONTIER MEDIA INC | D&O Insurance. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Independent Contractor Agreement by:
Exhibit 10.09
AMENDED AND RESTATED
INDEPENDENT CONTRACTOR AGREEMENT
This Amended and Restated Independent Contractor Agreement (the “Agreement”) is entered into this as of this 7 day of November, 2007, by and between NEW FRONTIER MEDIA, INC., a Colorado corporation (“Company”), with its principal place of business at 7007 Winchester Circle, Suite 200, Boulder, CO 80301, and MATTHEW PULLAM (“Contractor”), whose address is 13806 Lexington Place, Broomfield, CO 80023 and amends and replaces the Independent Contractor Agreement dated October 16, 2007 by and between the parties hereto. Company and Contractor hereby agree as follows:
1. Contracting Period. Unless earlier terminated as provided herein, this Agreement shall commence on November 8, 2007 and end on March 15, 2008, unless either party provides thirty (30) days prior written notice of termination to the other party.
|
2. |
Contracting Services and Relationship. |
(a) Services. During the Contracting Period, Contractor shall provide to Company the services set forth on the Scope of Work, which is attached hereto as Exhibit A and incorporate herein by this reference, as well any related responsibilities and duties as may be assigned by Company and agreed to by Contractor (collectively, the “Services”). It is expected that Contractor shall be available to provide the Services to Company at such times as may be reasonably requested by Company and mutually agreed to by Contractor. Contractor shall use his best efforts to perform faithfully and efficiently the Services assigned under this Agreement.
(b) Relationship. Contractor shall be an independent contractor, and not an employee of Company, within the meaning of all federal, state and local laws and regulations governing employment insurance, workers' compensation, industrial accident, labor and taxes. Company shall not be liable for employment or withholding taxes respecting Contractor. Contractor shall not, by reason of this Agreement, acquire any benefits, privileges or rights under any benefit plan operated by Company or its subsidiaries or affiliates for the benefit of their employees, including, without limitation, (i) any pension or profit-sharing plans or (ii) any plans, coverages or benefits providing worker’s compensation, medical, dental, disability or life insurance protection. Notwithstanding the foregoing, Company shall obtain an endorsement to its D&O Insurance Policy to specifically add Contractor in his capacity as Company’s independent financial consultant. Contractor agrees and acknowledges that Contractor is not authorized to enter into any contract or assume any obligation on behalf of Company without the prior written consent of Company. All of the acknowledgements and restrictions set forth in this Section 2(b) shall equally apply to anyone Contractor has engaged to perform any portion of the Services.
3. Compensation. In consideration for Contractor’s full and timely performance of the Services throughout the Contracting Period, Company shall pay Contractor pursuant to the payment terms set forth in the Scope of Work. Such amount shall be payable no more frequently than bi-weekly in arrears upon Contractor’s submission of an invoice to the Company’s Accounts
Payable Department. Each such invoice shall include: Contractor’s name and address, the Services provided and the dates and hours worked. Contractor agrees to complete and return to Company a W-9 as a condition of receiving timely payment. In addition to the foregoing, Company shall reimburse Contractor for Contractor’s reasonable expenses actually incurred in performing the Services so long as such expenses were pre-approved in writing by Company.
|
4. |
Events of Termination. |
(a) Cessation/Death/Incapacity. This Agreement shall terminate automatically upon the cessation of business of Contractor or upon the death or incapacity of Contractor.
(b) Notice. This Agreement may be terminated without cause by Company upon three (3) days advance written notice to Contractor.
(c) Breach. This Agreement may be terminated by either party upon a breach of a material term or condition of this Agreement which breach is not cured within five (5) days from written notice from the non-breaching party.
5. Obligations upon Termination. Upon termination of this Agreement pursuant to Section 4: (i) neither Contractor nor Company shall have any further obligations under this Agreement, except for the obligation to pay Contractor for any unpaid Services rendered and any approved and unpaid expenses incurred prior to the termination, as well as any obligations under Sections 5 through 10 of this Agreement; (ii) Contractor shall return all Company equipment, Work Product and Confidential Information within five (5) days at Company’s expense.
6. Ownership. "Work Product" shall mean all deliverables and all intermediate and partial versions thereof, and all documentation, analysis, flowcharts, notes, outlines, formulas, processes, algorithms, ideas, inventions, know-how or techniques, and any other information, or materials generated by Contractor in the performance of the Services. Contractor acknowledges that all Work Product is work made for hire and is the property of Company, including any copyrights, trademarks, patents, or other intellectual property rights pertaining thereto. If it is determined that any such works are not works made for hire, Contractor hereby assigns to Company all of Contractor's right, title, and interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Work Product.
7. Confidential Information. Contractor agrees to keep secret and to not disclose any of the terms of this Agreement to any third parties, with the limited exception of disclosures to Contractor’s accountant or legal counsel who are required to have such confidential Company information in connection with the performance of the services they provide to Contractor. Additionally, it is mutually recognized that the business of Company and the nature of the Services Contractor will perform will permit Contractor access to confidential information of Company and persons and entities with whom Company conducts business or from whom Company obtains information. As used in this Agreement, "information" shall mean any information or knowledge, including matters of a technical nature such as studies, research projects, development plans and matter of a business nature, such as lists, customer requirements and other data not available to the public. During and after the Contracting Period, Contractor shall not disclose or appropriate
2
any information for Contractor’s own use or for the use of any third parties.
8. Non-Solicitation. Contractor agrees, for a period of twelve (12) months following the execution date hereof, directly or indirectly not to: (i) recruit, solicit, induce, or influence any employee of Company to cease being an employee of Company or to accept employment with, or to become a contractor, consultant or service provider for any entity other than Company; (ii) hire or participate (with another company or third party) in the process of hiring any person who is then or was at any time in the prior six (6) months an employee of Company, or to provide names or other information about employees of Company to any person or business under circumstances which could lead to the use of that information for purposes of recruiting or hiring; (iii) interfere with the relationship of Company with any of its employees, agents, or representatives; or (iv) otherwise interfere with, disrupt or attempt to interfere with or disrupt, the relationship, contractual or otherwise, between Company and any of its contractors, consultants or employees.
|
9. |
Successors. |
