Exhibit 10.2
Approved by Board Committees July 24,
2007
INDEPENDENT CONTRACTOR AGREEMENT
T HIS A
GREEMENT is between S
CIENTIFIC L EARNING C
ORPORATION (“SLC”) and Michael A.
Moses (“Contractor”), dated as of July 25,
2007.
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1.
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E NGAGEMENT OF S
ERVICES.
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a.
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SLC hereby engages Contractor, and Contractor hereby
agrees, to render the services (the ‘‘Services”)
described in the Project Descriptions. The first Project
Description is signed by both parties and attached to this
Agreement. SLC and Contractor may amend the initial Project
Description or add additional Services by having both parties sign
a new Project Description referring to this Agreement.
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b.
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The manner and means by which Contractor renders the
Services are in Contractor’s discretion and control.
Contractor agrees to exercise the highest degree of
professionalism, to perform the Services to applicable industry
standards, and to utilize Contractor’s expertise and creative
talents in performing the Services.
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c.
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Contractor agrees at Contractor’s own expense
to provide Contractor’s own facilities, equipment, tools and
other materials to use in performing the Services, except that SLC
will make its facilities and equipment available to Contractor as
SLC and Contractor may agree.
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2.
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C OMPENSATION. SLC will
compensate Contractor for the services rendered under this
Agreement as set forth in the Project Descriptions. Contractor will
be reimbursed for expenses only as set forth in the Project
Descriptions. Except as provided in the applicable project
description, SLC will pay Contractor for services and will
reimburse Contractor for approved expenses within thirty (30) days
of the date of Contractor’s invoice. Invoices will meet all
detail requirements stated in the applicable Project Description.
If this Agreement or a Project Description is terminated for any
reason, Contractor will be paid fees on a proportional basis for
work which is performed through the effective date of such
termination.
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3.
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I NDEPENDENT C
ONSULTANT R ELATIONSHIP.
Contractor’s relationship with SLC will be that of an
independent consultant and nothing in this Agreement should be
construed to create a partnership, joint venture, or
employer-employee relationship. Contractor is not an agent of SLC
and is not authorized to make any representation or commitment on
behalf of SLC. Contractor will not be entitled to any of the
benefits that SLC may make available to its employees, such as
workers’ compensation, unemployment, disability, other group
insurance, profit sharing or retirement benefits. Contractor will
be solely responsible for all tax returns and payments required to
be filed with or made to any tax authority with respect to
Contractor’s performance of services and receipt of fees
under this Agreement. Contractor must provide SLC with a properly
completed Form W-9 before any fee can be paid to
Contractor
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4 .
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C ONFIDENTIAL I
NFORMATION; I NTELLECTUAL P
ROPERTY R IGHTS.
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a.
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Confidential Information. Contractor agrees to keep SLC Confidential Information
confidential, not to use SLC Confidential Information except for
the purposes of providing Services to SLC, not to disclose any SLC
Confidential Information to any third party without first obtaining
SLC’s express written consent, and to take reasonable
precautions to prevent the unauthorized use or disclosure of SLC
Confidential Information. “SLC Confidential
Information” means any information that relates to SLC which
SLC has not made publicly available, including without limitation,
marketing, sales or business strategy plans or information; product
plans; financial statements, budgets or other financial
information; trade secrets, inventions, developments, designs,
discoveries, computer programs, processes, know-how, or other
research results or strategies; or license, cost, price, supplier,
customer, employee or investor information. SLC Confidential
Information may be in oral, written, graphic or electronic form.
For purposes of this Agreement, SLC Confidential Information
includes any information of a third party which SLC has in its
possession under obligations of confidentiality. SLC Confidential
Information does not include any information that (1) has been
published or is otherwise readily available to the public other
than by a breach of this Agreement; (2) was rightfully received by
Contractor from a third party without confidential limitations; (3)
was independently developed for Contractor by persons having no
access to SLC Confidential Information; or (4) was known to
Contractor prior to its first receipt from SLC, as shown by
Contractor’s written records.
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Approved by Board Committees July 24,
2007
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b.
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Assignment of Work Product to SLC.
SLC shall own, and Contractor irrevocably assigns to
SLC, all right, title and interest worldwide (including all
intellectual property rights) in and to any and all work product
that Contractor, alone or with others, develops or produces in the
course of performing the Services (“SLC Work
Product”).
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5.
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C ONTRACTOR R
EPRESENTATIONS AND W
ARRANTIES. Contractor hereby represents and
warrants that:
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a.
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Contractor has full right and power to enter into
and perform this Agreement without the consent of any third
party;
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b.
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There is no other existing contract or duty on
Contractor’s part inconsistent or incompatible with this
Agreement;
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c.
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Contractor will not perform work or enter into an
obligation that
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