Exhibit 10.2
INDEPENDENT CONTRACTOR
AGREEMENT
This Independent Contractor
Agreement (“ Agreement ”) is made effective June
6, 2005 (“ Effective Date” ), between Cornell
Companies, Inc., a Delaware corporation (“ Cornell
Companies ”), whose address is 1700 West Loop South,
Suite 1500, Houston, Texas 77027, and Luis A. Collazo, an
individual (“ Consultant ”), whose address is
15511 Terrace Oaks, Houston, Texas 77068.
In consideration of the mutual
covenants herein contained, the parties hereby agree as
follows:
1.
Services. Consultant agrees to provide the services
specified in the Project Schedule attached to this Agreement as
Exhibit A (the “ Services ”) and hereby
made a part hereof.
2.
Term and Termination.
This Agreement shall continue
as per the terms within the Exhibit A.
3.
Payment for
Services. As full
compensation for the Services to be provided by Consultant pursuant
to this Agreement, Cornell Companies agrees to pay Consultant the
fees in the amounts and in the manner set forth in the Project
Schedule.
4.
Relationship of the Parties;
Independent Contractor; Taxes . It is understood and agreed that
Consultant shall perform the Services as an independent contractor
and not as an employee, agent or representative of Cornell
Companies. Consultant agrees that it shall be personally
responsible for any and all taxes and other payments due on
payments received by it from Cornell Companies
hereunder.
5.
Cornell Companies’
Proprietary Rights. “ Work Product ” means
the resulting product (including, without limitation, all writings,
information, data, formulas, photographs, training materials,
workbooks, and the like, and all deliverables created, developed
and/or prepared on behalf of Cornell Companies by Consultant and in
furtherance of the Services. Work Product does not include
any pre-existing product owned by Consultant or by any third party
and incorporated or embedded into the Work Product (the “
Proprietary Product ”).
(a)
All Work Product is, shall be and
shall remain the sole and exclusive property of Cornell Companies
and may not be used by Consultant or its employees for any other
purpose except for the benefit of Cornell Companies.
Consultant shall not sell, transfer, publish, disclose, display,
license or otherwise make available to others any part of such Work
Product or copies thereof.
The terms of this Section 5 shall
survive any expiration or termination of this Agreement.
1
