Exhibit 10.12
INDEPENDENT CONTRACTOR
AGREEMENT
This Independent Contractor
Agreement (the “Agreement”) is effective as of
August 25, 2006 by and between Spheric Technologies, Inc.
(“Company”) and Kuruvilla Cherian
(“Contractor”), pursuant to which Contractor will
provide technical and scientific services to Company on a contract
basis.
1. Duties . Contractor
shall provide services, as described above to Company. Contractor
will complete the services according to Contractor’s own
lawful means and methods of work, which shall be subject to the
control or supervision of Company. Such services shall be performed
in accordance with the professional and quality control standards
generally accepted in the industry.
2. Status of Contractor As An
Independent Contractor . Contractor is not an employee of
Company and nothing contained in this Agreement or in the
relationship between Company and Contractor shall be deemed to:
(a) constitute an employment relationship; (b) constitute
a partnership, joint venture or agency relationship; or
(c) give Contractor the authority to execute any contracts or
documents on Company’s behalf without first consulting with
Company. It is the parties’ intention that Contractor shall
be an Independent Contractor and not an employee for all purposes,
including, but not limited to, the application of the Social
Security Act, the Fair Labor Standards Act, the provisions of the
Internal Revenue Code, the Arizona Revenue and Taxation Code
relating to income tax withholding at the source of income, Arizona
Workers’ Compensation Act and the Arizona Unemployment
Insurance Code. Contractor shall be solely liable for
Contractor’s contributions and liabilities under the
above-mentioned statutes and any other applicable statutes or
regulations. Contractor retains the right to engage in any other
business not detrimental to Company’s interests.
3. Business Expenses .
Contractor shall be responsible for Contractor’s own business
expenses in connection with Contractor’s efforts to fulfill
Contractor’s services under this Agreement. However, expenses
incurred by Contractor on behalf of Company, such as postage,
copying, and other services, will be reimbursed by Company, subject
to proper documentation of such expenses and upon approval of
Company.
4. Payment . For
Contractor’s services, Company will pay Contractor as shown
in attached Letter of Agreement. Contractor is not eligible for,
and will not receive, any payments or fringe benefits that might be
available to employees of Company.
5. Termination By Either
Party . This Agreement may be terminated by either party
upon 30 days written notice.
6. Insurance and
Indemnification . Company shall not reimburse Contractor
for any loss that Contractor may sustain in fulfilling
Contractor’s obligations. In rendering services hereunder,
the Contractor shall conspicuously identify himself/herself as an
independent contractor of Company. Contractor agrees to indemnify
and hold Company, its subsidiaries, affiliates, stockholders,
directors, officers, employees, agents and assignees harmless from
and against, all liabilities, obligations, taxes, costs, and losses
reasonably incurred by any of them in connection with any claim,
litigation or other action aris
