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<pre>
Exhibit 10.1
INDEPENDENT CONTRACTOR AGREEMENT
This Agreement is entered into as of January 17, 2007 (the
"Effective Date"), by
and between Trimark Associates Inc. ("Company") a California
corporation, and
Conectisys Corp., a California corporation with principal
business offices in 89
Valencia, CA 91355. ("Conectisys") (Collectively the
"Parties").
1. Term of Agreement. This Agreement will become effective on
the date
stated above, and will continue in effect until the Services
provided for in
this Agreement have been fully performed or until this Agreement
is terminated
as provided below (the "Term").
2. Services of Independent Contractor. Independent Contractor
agrees to
provide, at its own expense, employees or subcontractors
("Consultants") to
perform the services described in individual Task Orders, which
shall be
attached as Exhibits to this Agreement, as further defined by
Company from time-
to-time during the Term of this Agreement (the "Services").
Independent
Contractor represents that it has Consultants with the
qualifications and skills
necessary to perform the Services, and that all Services will be
performed in a
competent, professional manner, in accordance with the standards
of care, skill
and diligence observed by similar professionals performing such
services.
Independent Contractor further agrees to assign Consultants that
match the
requirements set by Company, and Independent Contractor will
honor all
reasonable requests by Company to remove and replace any
Consultant upon request
by the Company. Independent Contractor has discretion for the
manner in which
the work under this Agreement will be performed, subject to
Company's acceptance
of the work performed. Independent Contractor will determine the
method,
details, and means of performing the Services, and will furnish
all materials,
equipment and supervisory services necessary to perform the
Services.
Independent Contractor represents and warrants that all Services
will be
performed in accordance with all applicable laws. Independent
Contractor will
work with Company to schedule Consultant's holidays and
discretionary time off
at least four weeks in advance. If the Consultant becomes
unavailable because of
death, ill health, or injury, Independent Contractor will
replace the Consultant
within a reasonable time.
3. Compensation and Reimbursement of Expenses. The Company shall
pay
Independent Contractor for the Services performed pursuant to
the terms set
forth in Task Orders to this Agreement. Company will reimburse
Independent
Contractor for all Consultants' reasonable out-of-pocket
expenses supported by
adequate documentation for costs of travel (airfare, cab fare,
auto rental or
local mileage) and accommodations incurred as a result of, and
in the course of,
performing Services for the Company ("Expenses"). Consultant
shall request and
obtain prior written approval of the Company for any lodging
Expense exceeding
$125 per night (rack rate, taxes excluded) and any air travel.
Independent
Contractor shall invoice Company on a monthly basis and shall
provide receipts
for any expenses above $25 for all Expenses to be reimbursed.
Independent
Contractor agrees to submit such invoices and receipts within
sixty (60) days
after the Services were performed and/or the Expenses were
incurred. Independent
Contractor further agrees that the Company will not have any
liability
whatsoever for any Services performed or Expenses incurred if
Independent
Contractor fails to submit an invoice and/or receipt to the
Company within the
sixty (60) day period. Company shall invoice the client for
reimbursement of
such Expenses in its next monthly invoice. Company shall pay
Independent
Contractor for such Expenses within ten (10) days after Company
receives
reimbursement for such Expenses from the client.
4. Relationship of the Parties. Independent Contractor is
entering into
this Agreement as, and shall continue to be, an independent
contractor. Under no
circumstances shall Independent Contractor or any Consultant
become an employee,
partner, agent or principal of the Company while this Agreement
is in effect.
Subject to the terms and conditions of Sections 7 and 11 of this
Agreement,
Independent Contractor and each Consultant may represent,
perform services for,
and contract with as many additional clients, persons or
companies as
Independent Contractor sees fit. Independent Contractor
understands and agrees
that Consultants are not entitled to the rights or benefits
afforded to the
Company's employees, including disability or unemployment
insurance, worker's
compensation, medical insurance, sick leave, or any other
employment benefit.
Independent Contractor is responsible for providing, at its own
expense,
disability, worker's compensation, unemployment and other
insurance, as well as
all licenses and permits usual or necessary for Independent
Contractor and its
Consultants to perform the Services. Independent Contractor
shall provide
orientation to its Consultants explaining the relationship of
the parties as
agreed to herein.
5. Company's Cooperation. Company agrees to comply with all
reasonable
requests for, and to provide access to, all documents and
information reasonably
necessary to the performance of Independent Contractor's duties
under this
Agreement.
6. Independent Contractor's Tax Obligations. Independent
Contractor is
responsible for paying when due all income taxes, including
estimated taxes,
incurred as a result of the compensation paid by Company to
Independent
Contractor. On request, Independent Contractor will provide the
Company with
written records demonstrating that Independent Contractor has
fulfilled all of
its legal obligations, including timely payment of all taxes and
estimated taxes
for each Consultant employed by Independent Contractor.
Independent Contractor
agrees to indemnify the Company for any claims, costs, losses,
fees, penalties,
interest, or damages suffered by the Company resulting from the
Independent
Contractor's failure to comply with this provision and for all
claims by any
Consultant against Company.
7. Confidentiality and Nondisclosure of Company Information.
(a) Confidential Information. As used in this Agreement,
Confidential
Information means all information and materials of Company (or
any information
or materials provided in confidence by a third party) disclosed,
directly or
indirectly, either orally or in writing, to Independent
Contractor or
Consultant, including all business and marketing plans,
financial data,
compensation information, pricing and cost information, client
and prospective
client lists and client and prospective client-related
information, product and
software development information, systems integration and
technical information,
know-how, programming, models, strategies, analyses, databases,
methods,
techniques and processes. Without limiting the generality of the
foregoing,
Confidential Information includes all computer software, source
code, object
code, software specifications, user interfaces, graphic
displays, operating
manuals, and databases; information and materials relating to
computer software,
features or enhancements now existing or under development or
consideration; and
confidential customer, financial and business information.
Independent
Contractor acknowledges that information need not be labeled as
"confidential"
to qualify as Confidential Information.
(b) Exclusion. Confidential Information does not include
information that
Independent Contractor can demonstrate: (a) is now or hereafter
becomes, through
no act or failure to act on the part of Independent Contractor
or Consultant,
generally known to the public; (b) was known by Independent
Contractor or
Consultant prior to receiving such information or materials from
Company; or (c)
is independently developed by Independent Contractor or
Consultant without
using, incorporating, referencing, recreating or relying upon
any of the
Confidential Information.
(c) Nondisclosure and Nonuse. Independent Contractor
acknowledges that,
while performing Services for the Company, Independent
Contractor and Consultant
will have access to and be provided with Confidential
Information. Independent
Contractor and Consultant will at all times during and after the
term of this
Agreement hold in strict confidence and not directly or
indirectly disclose or
use, or assist or facilitate any other person to disclose or
use, any
Confidential Information. Notwithstanding the foregoing,
Independent Contractor
understands that Independent Contractor and Consultant may use
Confidential
Information only to the extent necessary to perform the Services
set forth in
the Task Orders to this Agreement. If at any time Independent
Contractor or
Consultant becomes aware of any possibility that Confidential
Information is at
risk of being publicly disclosed, Independent Contractor will
immediately give
written Notice to the Company so that reasonable efforts can be
made to maintain
the secrecy of the Confidential Information. Independent
Contractor will require
each Consultant to sign the Confidentiality and Non-Disclosure
Agreement
attached hereto as Exhibit B prior to disclosing any
Confidential Information to
Consultant.
8. Inventions and Original Works. Unless otherwise specified in
a Task
Order, Independent Contractor and Company agrees that all right,
title, and
interest in and to any and all software, original works of
authorship,
developments, concepts, improvements, designs, discoveries,
inventions, ideas,
trademarks or trade secrets, whether or not patentable or
registrable under
copyright or similar laws (collectively referred to as
"Inventions"), which
exist prior to this Agreement remain the property
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