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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 assigns to the Company all
Inventions and any and all related patents, copyrights, trademarks,
trade names,
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