INDEPENDENT CONTRACTOR AGREEMENT

 

<PAGE>

 

                                                                   Exhibit 10.3

 

 

                        INDEPENDENT CONTRACTOR AGREEMENT

 

This Independent Contractor Agreement ("Agreement") is entered into on July 1,

2005 between Intelligroup, Inc., a New Jersey corporation with an address at 499

Thornall Street, 11th Floor, Edison, New Jersey 08837-2235 ("Intelligroup"), and

Pontus, Inc., a New York corporation with an address at [insert address]

("Company").

 

STATEMENTS:

 

Whereas, Intelligroup seeks to retain independent contractor(s) to provide

certain legal department support functions;

 

Now therefore, in consideration of the mutual promises set forth and other good

and valuable consideration, the receipt of which is hereby acknowledged, the

parties hereby agree as follows:

 

TERMS AND CONDITIONS:

 

1.       TERM. Company shall provide independent contractor(s) ("Contractor(s)")

         to Intelligroup as set forth in a Statement of Work ("SOW"). Each SOW

         shall reference this Agreement. To the extent there are any conflicts

         or inconsistencies between this Agreement and any SOW, the provisions

         of this Agreement shall govern and control.

 

2.       PAYMENT.

         a.       Intelligroup shall pay Company for the services of the

                  Contractor(s) as set forth in the SOW. No other payment for

                  overtime, expenses, taxes, or any other costs and fees shall

                  be charged by Company to Intelligroup, unless expressly

                  approved by Sandeep Reddy or Vikram Gulati, with the exception

                  of train travel to and from New York City to Edison, New

                  Jersey for purposes of performing services as set forth in the

                  SOW, which expense is approved hereby.

 

         b.       Company shall provide written time sheets as set forth in the

                  SOW. These time sheets shall at a minimum display the name of

                  each Contractor(s) supplying services and the number of hours

                  such Contractor(s) provided its services to Intelligroup.

 

         c.       Company shall present invoices to Intelligroup for payment of

                  its services as set forth in the SOW. Each invoice shall

                  include the associated time sheets. Company shall post each

                  invoice by mail to Intelligroup at the address specified in

                  this Agreement, to the attention of Accounts Payable.

 

         d.       Intelligroup shall pay the undisputed amount of each correct

                  and verifiable invoice from Company within thirty (30) days of

                  receipt of the invoice.

 

3.       INDEPENDENT CONTRACTOR STATUS. The parties are independent contractors

         to each other and no agency, employment, or partnership is hereby

         created by and between the parties. Neither Company, the Contractor(s),

         or Company's employees shall be deemed to be employees of Intelligroup.

         Company shall be solely responsible for the payment of all

         compensation, including any overtime, to its Contractor(s), including

         provisions for employment taxes, workmen's compensation and any similar

         taxes associated with employment of Company's personnel and

         reimbursement of expenses. Contractor(s) shall not be entitled to any

         benefits paid or made available by Intelligroup to its employees.

         Company will indemnify, defend and hold Intelligroup harmless from any

         claim for payment of compensation (including benefits) or salary

         asserted by any Contractor(s) or any other liabilities, costs, and

         expenses (including, but not limited to, attorneys' fees) associated

         with a determination by any federal, state or local government agency,

         any court or any other applicable entity that the Contractor(s)

         provided by Company are employees of Intelligroup, except to the extent

         that such claims arise solely from Intelligroup's intentional acts or

         omissions not contemplated hereby or by the Separation Agreement dated

         the date hereof between Intelligroup and Christian Misvaer. Company

         acknowledges the following: (i) Company receives no direction or

         supervision from Intelligroup in its performance under this Agreement;

         and (ii) Company's performance under this Agreement shall not create

         agency, employment, or partnership between Intelligroup and Company.

         Intelligroup reserves the right to review annually Company's continued

         compliance with this Section 3. Company shall cooperate fully with

         Intelligroup in the conduct of this review, and shall provide

         sufficient documentary proof of its status as an independent contractor

         on receipt of Intelligroup's reasonable written request.

<PAGE>

 

4.       TERMINATION.

         a.       This Agreement shall remain in full force and effect until

                  terminated by either party pursuant to the terms specified in

                  this Section 4. Either party may terminate this Agreement or a

                  specific SOW if the other party materially breaches this

                  Agreement or a SOW and such breach is not cured within ten

                  (10) days after receipt of written notice of the same.

 

         b.       Either party may terminate this Agreement and any SOW at any

                  time upon thirty (30) days advance written notice.

 

         c.       Upon termination, Company shall assure that its Contractor(s)

                  return all Confidential Information (as defined below)

                  belonging to Intelligroup and provide Intelligroup with all

                  Work Product (as defined below), whether complete or not. Upon

                  termination, Intelligroup's shall pay any undisputed monies

                  owing to Company for services performed. All provisions of

                  this Agreement whose meaning requires them to survive shall

                  survive expiration or termination of this Agreement, including

                  but not limited to the limitation of liability and

                  confidentiality provisions.

 

5.       WARRANTIES.

         a.       Company warrants its compliance with all pertinent laws,

                  statutory and regulatory requirements, and pays all applicable

                  taxes as required for its business.

 

         b.       Company warrants that it has obtained all insurance necessary,

                  required and customary for the operation of its business.

 

         c.       Company warrants that its Contractor(s) designated in the SOW

                  and assigned to performance under this Agreement are legally

                  authorized to work in the United States.

 

6.       LIMITATION OF LIABILITY.

         a.       Other than for Company's violation of Sections 5 and/or 8,

                  neither Intelligroup nor Company shall be liable to the other

                  party for any indirect, incidental, special, or consequential

                  damages in connection with this Agreement, however caused,

                  whether based on contract, tort, warranty, or other legal

                  theory, and whether or not informed of the possibility of such

                  damages or if such damages were reasonably foreseeable.

                  Notwithstanding anything to the contrary in this Agreement,

                  Intelligroup's maximum aggregate liability to Company shall be

                  the amounts paid by Intelligroup to Company under the

                  particular SOW that gave rise to the liability.

 

                                       2

 

<PAGE>

 

 

7.       OWNERSHIP OF WORK.