INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement ("Agreement") is between ICOA, Inc.
("Company"), with its principal place of
business at 111 Airport Road, Warwick,
RI 02889 , and Thomas P. Cannon
("Contractor").
In consideration of the agreements set forth below, the parties agree as
follows:
1.0 SCOPE OF SERVICES
Contractor shall
furnish services to the Company as described in Exhibit A,
attached hereto and incorporated herein by this reference
(the "Services").
Contractor shall determine the method, details and means of performing the
Services.
2.0 TERM
The Effective
Date of the Agreement shall be April 1, 2005.
The term of this
Agreement ("Term") shall commence on the Effective
Date
and shall continue through October 1, 2005 unless
terminated by either
party
pursuant to paragraph 7 or extended by
written mutual
agreement of the parties.
.
3.0 CONSIDERATION
Company shall
pay to Contractor, as consideration for Contractor's complete
performance of the Services the amount or rate specified in Exhibit A.
Contractor shall bill Company monthly, with payment to be made within
thirty
days of receipt of the invoice from
Contractor. Contractor
shall be responsible
for all expenses incurred in association
with the performance
of the Services;
except to the extent such expenses are approved in advance by the
Company, in
which case they shall be reimbursed by the
Company.
4.0 TAXES
Contractor shall have
sole responsibility
for payment of any and all taxes
incurred as a result of Contractor's
compensation
hereunder, including
but not
limited to, estimated, foreign, federal,
state, and local taxes or contributions
imposed or required under unemployment
insurance, social security and income tax
laws and for filing all required tax forms with respect to any
amounts paid by
Company to Contractor hereunder. Contractor further agrees to provide
Company
with proof of such payments upon demand. Contractor shall indemnify and hold
Company harmless against any claim of
liability, including penalties, damages or
injuries suffered by Company resulting from failure of Contractor to pay
such
taxes or contributions, or failure of
Contractor to file any such tax forms.
1
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5.0 INVENTIONS, CREATIONS,
IMPROVEMENTS OR OTHER DEVELOPMENTS
Contractor shall
disclose and does hereby assign to Company, its successors
and assigns, any and all inventions, creations, improvements, or other
developments, each whether patentable, copyrightable or not, which
Contractor
may hereafter make or assist in making
and which result from the Services
performed under this Agreement. Contractor hereby assigns to Company, its
successors or assigns, any and all patents, copyrights, and applications
therefore, both in the United States and in
any foreign country,
in connection
with any such inventions, creations, improvements, or developments, and
to do,
and cause its employees to do, any and all acts,
and to execute any and all
instruments, which Company may reasonably request to secure for itself,
its
successors or assigns, any rights relating to such inventions, creations,
improvements, developments, patents,
copyrights, or registrations.
6.0 CONFIDENTIALITY
6.1 Except as hereinafter specifically provided, all information
disclosed by
Company to Contractor
pursuant to this Agreement shall be in
confidence.
Contractor shall not
use such information, except as needed to
perform
his/her obligations under this Agreement, and shall take all
reasonable
precautions to prevent
such information from being disclosed to
third parties.
All materials
containing such information shall be returned
to Company upon
termination of this Agreement.
6.2 The following
information shall not be considered confidential:
(a) Information which was known by Contractor as of the date of
this
Agreement;
(b) Information which
is publicly
known as of the date of this
Agreement;
(c) Information which hereafter becomes publicly known,
unless as a
result of the fault of Contractor; and
(d) Information which Company agrees in writing is not
confidential.
6.3 In addition, all
information and data developed by Contractor as a
result of
performing Services
under this Agreement shall be transmitted by
Contractor
to Company, shall become the property of Company and shall
likewise be
regarded by Contractor
as confidential, subject to the same
exceptions
as set forth above
with respect to
information
disclosed to
Contractor by
Company, provided
however, that Contractor shall only be
required
to treat such
information
