INDEPENDENT CONTRACTOR AGREEMENT

Exhibit 10.23

INDEPENDENT CONTRACTOR AGREEMENT

1.     Parties.  Barry Kohn (“Contractor”) provides THIS AGREEMENT for the benefit of Vertis, Inc. dba Vertis Communications  its subsidiaries, affiliates, successors and assigns (collectively, “Company”) and serves as a legally binding acknowledgment and assignment of the ownership of all “Work Product” (as defined below) and agreement on other terms herein.

2.     Services.  In consideration of the Company’s engagement of Contractor as an independent contractor, and for other good and valuable consideration as set forth on Exhibit A the receipt and sufficiency of which Contractor hereby acknowledges, Contractor hereby agrees to the following.  For purposes of this Agreement, the term “Work Product” shall mean all tangible items created or developed by Contractor during or as the result of Contractor’s engagement by the Company and within the scope of Contractor’s engagement, as well as all non-copyrightable ideas and inventions conceived or created by Contractor during the course of such activities, whether or not reduced to tangible form, and all Intellectual Property Rights (as defined below) in and to any of the foregoing.  The term “Work Product” shall include all such items and materials even though created or developed by Contractor after working hours, away from the Company’s premises or on an unsupervised basis, and whether created by Contractor or with others as long as such items and materials are within the scope of Contractor’s engagement.

3.     Ownership Rights.  Contractor acknowledges and agrees that all rights in and to the Work Product, including all the tangible copies thereof, shall belong exclusively to the Company.  By way of example and not limitation, the Company will be the exclusive owner of all intellectual property rights which may be applicable to the Work Product, including without limitation all copyrights, patents, trade secrets, trademarks, servicemarks, trade dress and other similar rights (collectively, “Intellectual Property Rights”).  In this regard, all copyrightable Work Product is to be considered a work made for hire on behalf of the Company whose ownership will vest exclusively with the Company on its creation.  Contractor hereby assigns all patentable inventions to the Company.  To the extent any Work Product may not, by operation of law or this Agreement, be considered a work made for hire, Contractor upon the creation of all items of such Work Product automatically assigns, without further consideration, the exclusive ownership thereof to the Company.  Contractor also irrevocably relinquishes to or licenses to Company, whichever is most expansive but enforceable at law, for the benefit of the Company and its assigns any moral rights in the Work Product which may be recognized by applicable law.

4.     Further Acts.  Upon the request of the Company, during or after Contractor’s engagement as an independent contractor, Contractor agrees to perform such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s rights, including without limitation by (1) executing, acknowledging, and delivering any requested affidavits and documents of assignment or conveyance, (2) obtaining and/or aiding in the enforcement of any Intellectual Property Rights with respect to the Work Product in any country, and (3) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. This document shall function as a limited power of attorney in favor of Company to accomplish the acts set forth in this paragraph.

5.     Confidential Information.  During the course of Contractor’s engagement and thereafter, Contractor agrees not to use or disclose any trade secrets of the Company at any time except as necessary to perform Contractor’s duties for the Company. A trade secret generally consists of valuable, secret information or ideas that the Company collects or uses and which give it a business advantage, including confidential information supplied to the Company by its customers, clients, vendors, or agents. By way of example and not limitation, the Company’s trade secrets are such technical information as manufacturing or operating processes, equipment design, product specifications, computer software in source, object, script or other code form, and other proprietary technology, as well as such business information as selling and pricing information and procedures, customer lists, business and marketing plans, and internal financial statements. These restrictions do not apply to any information generally available to the public or any information properly obtained from a completely independent source. Because the Company would not have an adequate remedy at law in the event of any breach or threatened breach of this Agreement, Contractor hereby consents to the granting of equitable relief against Contractor restraining such breach without the requirement that the Company post any bond or other security therefor.  Nothing in this Agreement shall be

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construed as conveying to Contractor any right, title or interests or copyright in or to any Confidential Information of Company; or to convey any license as to use, sell, exploit, copy or further develop any such Confidential Information.

6.     Warranty.  Contractor warrants that its services to create the Work Product and any other services for the Company do not and will not in any way conflict with any remaining obligations Contractor may have to any prior employer or other party. Contractor also agrees to perform its services as described in Exhibit A for the Company in a manner that avoids even the appearance of infringement of any third party’s Intellectual Property Rights and in a workmanlike manner.  Contractor hereby disclaims any and all express and implied warranties other than those set forth in this paragraph, including without limitation any warranty of fitness for a particular purpose or merchantability. Excepting those matters set forth in the indemnification paragraph below, both parties liability to each other are limited to the amount paid to contractor in total under this Agreement and both parties expressly disclaim any consequential, punitive or other special damages.

7.     Return of Work Product.  Upon the request of the Company and, in any event, upon the termination of Contractor’s engagement as an independent contractor, Contractor will leave with the Company all copies of the Work Product and all other materials relating to the Company’s business.

8.     Indemnification.

a.  From Contractor.  Contractor agrees to indemnify, defend and hold Company, its affiliates, subsidiaries, employees, directors, officers, shareholders, and clients harmless from any and all claims and threatened claims by any third party, including employees of either party, arising out of, under or in connection with: (i) the death or bodily injury of any third party, the damage loss or destruction of any personal or real property; or (ii) an act or omission of Contractor arising out of or relating to: (a) federal, state or other laws or regulations for the protection of persons who are members of a protected class or category or persons or (b) sexual discrimination or harassment.

b.  To Contractor:  Company agrees to indemnify, defend and hold Contractor harmless from any and all claims and threatened claims by any third party, including without limitation officers, investors, debt holders, directors and employees of Company, arising out of, or under or in connection with his services to Company, excepting  only those matters  set forth above where Contractor indemnifies Company.

Independent Contractor Status.  Contractor acknowledges and agrees that nothing herein shall constitute an offer to hire or an employment contract, that the Company’s engagement of Contractor as an independent contractor shall not constitute a partnership, agency relationship or joint venture and that Contractor is responsible for its own worker’s compensation, social security and other obligations imposed by law on independent contractors.

9.     Compliance with Rules and Regulations.  To the extent Contractor has access to or use of the facilities or computer resources of the Company or the Company’s client, Contractor agrees to comply at all times with the applicable rules and regulations regarding safety, security, use, and conduct and agrees that such use provides Contractor no rights therein, other than the limited right to use such for purposes expressly set forth herein and no other.

10.   Termination.  Contractor agrees that the Company may terminate this agreement without cause upon fourteen (14) days written notice.

11.   Governing Law.  This Agreement shall be governed by New York law without regard to New York’s conflict of law provisions. Any dispute regarding this agreement and the matters related to it shall be resolved in the federal and state courts of New York within the city of New York, specifically the borough of Manhattan.

12.   Non-solicitation.  During the term this Agreement is in effect and for a period of two (2) years thereafter, Contractor agrees not to solicit or to offer employment to any employees of Company or an affiliate of Company without the prior written consent of Company.

13.   Entire Agreement, Assignment, Waiver and Amendment.  This Agreement and its Exhibits constitute the sole and exclusive statement of the terms and conditions hereof and supersede any prior discussions, writings, and negotiations with respect thereto.  Contractor shall not assign or transfer this

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Agreement or subcontract any work hereunder without the prior written consent of Company.  Any attempt to assign or transfer this Agreement shall be void.  The parties agree that this Agreement cannot be altered, amended or modified, except by a writing signed by an authorized representative of each party.  No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.

14.   Survival.  The provisions of this Agreement that are by their nature meant to survive any termination or expiration of this Agreement, including without limitation,  ownership of Work Product and Intellectual Property, trade secrets, and independent contractor status will survive any termination or expiration of this Agreement.

15.   Severability.  If any portion of this Agreement is determined to be or becomes unenforceable or illegal, such portion shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.

16.   Notices.  Any notice required under this Agreement shall be given in writing and shall be deemed effective upon delivery to the party to whom addressed.  All notices shall be sent to the applicable address specified herein or to such other address as the parties may designate in writing.  Unless otherwise specified, all notices to Company shall be sent to the Office of the General Counsel, Vertis, Inc. 250 W. Pratt St. 18th Floor, Baltimore, MD 21201.  All notices to Contractor shall be sent to 10935 Hastings Lane, Powell, OH 43065.