Exhibit 10.2
INDEPENDENT CONTRACTOR
AGREEMENT
This Independent Contractor
Agreement (“ Agreement ”) is made effective July
1, 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 John C. Godlesky , an
individual (“ Consultant ”), whose address is 74
Cedar Lane, Leeper, Pennsylvania 16233.
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.
1
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
Section 7 (Compliance with Laws) would cause irreparable
harm to Cornell Companies not adequately compensable by monetary
damages. In addition to other relief, it is agreed that
injunctive relief shall be available to prevent any actual or
threatened violation of such provisions.
9.
Liability.
Cornell Companies and Consultant
each agree that each party is fully responsible and liable for its
own actions and/or inactions
