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FISCHER IMAGING CORP | Steven L. Durnil. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10.3
INDEPENDENT CONTRACTOR AGREEMENT
THIS INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is made and entered into as of the 2nd day of December, 2005 (“Effective Date”), by and between Fischer Imaging Corporation, a Delaware corporation (the “Company”), and Steven L. Durnil (“Independent Contractor”).
WITNESSETH:
WHEREAS, the
Company wishes to engage Independent Contractor as a consultant and Independent
Contractor wishes to accept such engagement upon the terms and conditions
hereinafter provided.
NOW, THEREFORE,
in consideration of the mutual covenants and agreements contained herein and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged by the parties hereto, it is hereby agreed as follows:
1.
Engagement; Independent Contractor. Company hereby engages Independent Contractor
as a consultant and Independent Contractor hereby accepts such
engagement. Independent Contractor acknowledges and agrees that he is
acting as an independent contractor and not as an employee of the
Company. The manner of and means by which Independent Contractor executes
and performs his obligations hereunder are to be determined by Independent
Contractor in his reasonable discretion.
2. Representations and Warranties. Independent Contractor represents, warrants, and acknowledges as follows:
(a) The Company only retains the right to direct the results achieved by Independent Contractor. The Company does not retain the right to control the manner and means by which these results are to be accomplished, nor will the Company establish a quality standard for Independent Contractor.
(b) Independent Contractor shall determine when, where, and how he is to perform Services under this Agreement. There shall be no set hours during which Independent Contractor must work. There shall be no requirement that Services be performed upon the premises of the Company. The Company retains no right of control in these areas.
(c) The Company will neither provide nor require training for Independent Contractor.
(d) Independent Contractor will remain directly responsible for the Services performed and will ensure that the work meets the specifications set forth by the Company.
(e) Independent Contractor shall be paid in accordance with Section 5 below.
3.
Effective Date and Term. This Agreement shall be effective as of the
Effective Date and shall continue in force thereafter until March 31,
2006, unless (i) extended for an additional period by the parties’
mutual written agreement, and/or (ii) earlier terminated pursuant to
Section 7.
4.
Services. Independent Contractor shall provide the
consulting services described on Schedule A
(“Services”) at the direction of and in consultation with the
Company. Independent Contractor agrees to faithfully, promptly and to the best
of his ability perform such Services. The parties expect that the
performance of the Services will require at least forty (40) hours per week.
Independent Contractor agrees to provide the Company from time to time with
reports, when requested and in the form requested by the Company, updating the
Company as to the status of matters being handled by the Independent
Contractors.
5.
Compensation.
(a)
Consulting Fees. Company shall pay Independent Contractor a
consulting fee for the Services as set forth on Schedule B.
(b)
Payment. The Company shall pay consulting fees to
Independent Contractor two weeks in advance of Services performed.
Independent Contractor shall provide the Company with a written monthly invoice
setting forth the consulting fees, with a written description of the work performed.
(c)
Taxes. No income tax or payroll tax of any kind shall
be withheld or paid by the Company on behalf of Independent Contractor for any
payment under this Agreement, except as may be required by law for payments to
independent contractors. Independent Contractor shall be responsible
for all taxes and similar payments arising out of any activities contemplated
by this Agreement, including without limitation, federal, state, and local
income tax, social security tax (FICA), self employment taxes, unemployment
insurance taxes, and all other taxes, fees, and withholdings. Independent
Contractor acknowledges that he is solely responsible for the payment of such
taxes, and Independent Contractor agrees to indemnify and hold Company harmless
from and against any and all liability resulting from Independent
Contractor’s failure to pay such taxes.
6.
Benefits.
Independent Contractor is not an employee of the Company and, therefore, shall
not be entitled to any benefits, coverages, or privileges, including, without
limitation, social security, unemployment compensation insurance,
workers’ compensation insurance, medical benefits, vacation pay, or
pension payments made available to employees of the Company.
2
7. Insurance Coverages. Independent Contractor solely shall be responsible for all of his own insurance and shall at all times maintain such types and amounts of insurance coverage as is acceptable or required by the Company. No workers’ compensation insurance or unemployment compensation insurance will be obtained by the Company on behalf of Independent Contractor.&n
