Exhibit
10.1
INDEPENDENT CONTRACTOR
AGREEMENT
This Independent Contractor Agreement
(“Agreement”) is made and effective this 21
st
of April, 2005, by and
between Cianciotta Holdings Inc. (“Consultant”) and
Gensym Corp. (“Company”).
Now, therefore, Consultant and Company agree as
follows:
1. Engagement .
Company hereby engages Consultant, and
Consultant accepts engagement, to provide to Company Business
Development and Selling Services as mutually agreed by the parties
from time to time. Services will be performed by Frank Cianciotta.
Consultant represents and warrants that all services shall be
provided in a professional and workmanlike manner and in accordance
with applicable laws and regulations.
2. Term .
Consultant shall provide services to Company
pursuant to this Agreement for a term commencing on 21
st
of April 2005 and ending
at such time that is mutually agreeable to both parties but shall
last for at least 5 months. This Agreement may be terminated at any
time on or after September 21, 2005 by either party, for any or no
reason, upon five (5) days prior written notice to the other party.
In addition, this Agreement may be terminated immediately by either
party upon any material breach of the terms hereof by the other
party or upon any failure by the parties to agree on any matter
hereunder requiring the mutual agreement of the parties.
3. Place of Work and Tools .
Consultant shall render services primarily at
Consultant’s offices, but may be required from time to time,
to provide the services at Company offices or such other places as
reasonably requested by Company as appropriate for the performance
of particular services. Company shall also loan to the consultant a
Sony Vaio laptop for the term of this agreement.
4. Time .
Consultant’s daily schedule and hours
worked under this Agreement on a given day shall generally be
subject to Consultant’s discretion and shall be determined by
mutual agreement of the parties. Company relies upon Consultant to
devote sufficient time as is reasonably necessary to fulfill the
spirit and purpose of this Agreement. The Company and consultant
agree that the amount of time shall be approximately 50%, being an
average of 10 days per month; provided that
Consultant shall not spend more than 10 days per month without
Company’s prior written approval.
5. Payment .
Company shall pay Consultant fees at a rate of
$650.00 per day. Consultant shall invoice for services at the
middle and end of the month. Services will be billed in half day
increments.
Company will reimburse consultant for reasonable
expenses incurred in the performance of this Agreement;
provided that any expenses in excess of $1,000 per
month shall be subject to Company’s prior written
approval.
7. Inventions and Proprietary Information
.
7.1 Inventions . All
inventions, discoveries, computer programs, data, technology,
designs, innovations and improvements (whether or not patentable
and whether or not copyrightable) (“Inventions”)
related to the business of the Company which are made, conceived,
reduced to practice, created, written, designed or developed by the
Consultant, solely or jointly with others and whether during normal
business hours or otherwise, during the term of this Agreement or
thereafter if resulting or directly derived from Proprietary
Information (as defined below), shall be the sole property of the
Company. The Consultant hereby as
