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.
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6.
Confidential
Information .
(a)
Acknowledgment of Confidentiality . Consultant hereby
acknowledges that it may be exposed to confidential and proprietary
information of Cornell Companies including, without limitation,
Work Product and other technical information, business information,
and other information designated as confidential expressly or by
the circumstances in which it is provided (“ Confidential
Information ”). Confidential Information does not
include (i) information already known or independently developed by
the recipient; (ii) information in the public domain through no
wrongful act of the recipient, or (iii) information received by the
recipient from a third party who was free to disclose it.
(b)
Covenant Not to Disclose. Consultant hereby agrees that
during the term and at all times thereafter it shall not use,
commercialize or disclose such Confidential Information to any
person or entity. Consultant shall not alter or remove from
any materials owned or provided by Cornell Companies.
Consultant shall use at least the same degree of care in
safeguarding Cornell Companies’ Confidential Information as
it uses in safeguarding its own confidential information.
(c)
Survival. The obligations imposed by this
Section 6 shall survive any expiration or termination
of this Agreement.
7.
Compliance with Laws.
Consultant agrees to comply with the provisions of all
applicable federal, state, county, or municipal laws, regulations
or ordinances. Consultant hereby releases and agrees to hold
harmless Cornell Companies for any liability of whatsoever nature
arising out of Consultant’s violation of any law or the
provisions of this Section.
8.
Injunctive Relief.
Consultant acknowledges that violation by Consultant of the
provisions of Section 5 (“Cornell Companies’
Proprietary Rights”), Section 6 (“Confidential
Information”), or Se
