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
