INDEPENDENT SUBCONTRACTOR AGREEMENT

 

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Exhibit 10.32

 

(SYKES(SM) LOGO)

 

                       INDEPENDENT SUBCONTRACTOR AGREEMENT

 

          THIS AGREEMENT is made by and between Sykes Enterprises, Incorporated

("Sykes"), a Florida corporation, with offices at 400 North Ashley Drive, Tampa,

Florida 33602 and Gerry L. Rogers ("Subcontractor"), with offices at

_________________________________________________________________.

 

          WHEREAS, the parties wish to enter into an agreement whereby

Subcontractor will provide services to Sykes as an independent contractor.

 

          NOW, THEREFORE, the parties hereto, intending to be legally bound,

agree as follows:

 

1.   SERVICES. Subcontractor will provide all services under this Agreement as

     an independent contractor. Sykes may retain Subcontractor to provide

     services on a project-by-project basis as assigned by the President and

     COO. Subcontractor will perform all services necessary to complete each

     project assigned to him/her in a professional manner, including performing

     those duties customarily performed by one providing similar services.

     Subcontractor will accept only that work which Subcontractor is qualified

     and able to perform. Wherever practicable, the specific requirements and

     terms of each work project shall be set forth in writing on a work order or

     statement of work signed by both parties.

 

2.   STANDARDS. All services provided by Subcontractor will be under his/her own

     direction and control. Subcontractor will perform services in accordance

     with the standards and parameters established by Sykes, including, but not

     limited to, the time for completing each project, the format of the product

     produced or services performed, and the standards of quality set by Sykes.

     Subcontractor will perform all work hereunder in accordance with the

     highest applicable standards for the relevant industry. All services will

     be performed to the satisfaction of Sykes and its clients.

 

3.   RESPONSIBILITIES.

 

          a.   Subcontractor shall comply with all of Sykes' and Sykes' clients'

               rules, procedures and policies relating to or affecting the

               services to be provided hereunder (including clients' standards

               of quality). Subcontractor will comply with clients' rules and

               policies with respect to security of and access to clients'

               premises and telephone and electronic mail facilities.

 

          b.   In its performance of this Agreement, Subcontractor will comply

               with all applicable federal, state and local laws.

 

          c.   Subcontractor will maintain in effect during the term of this

               Agreement any and all federal, state and local licenses and

               permits that may be required.

 

4.   INVOICING. Subcontractor will be paid a retained fee of Ten Thousand

     Dollars ($10,000.00) per month for which Subcontractor will perform 100

     hours of work, as mutually agreed between the parties. Any hours of work

     above 100 hours per month will first be approved by the President and COO,

     and will be billed by Subcontractor at the rate of one hundred dollars

     ($100.00) per hour worked. Subject to the satisfactory completion of the

     services, as determined by Sykes in its reasonable discretion, Sykes will

     pay Subcontractor within thirty (30) days following receipt of invoice,

     less any portion thereof in dispute. In the event of any disputed invoice

     (including disputes over whether work was performed in a satisfactory

     manner), Sykes and Subcontractor agree to negotiate in good faith toward a

     quick resolution of the dispute and payment of the mutually agreed upon

     amount. If the parties cannot resolve their payment dispute within ninety

     (90) days from the date Subcontractor presents the invoice to Sykes, such

     dispute shall be referred to binding arbitration in accordance with Section

     14 below.

 

 

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5.   NON-SOLICITATION. During the term of this Agreement and through March 5,

     2006, Subcontractor covenants and agrees not to directly or indirectly

     solicit business from any client of Sykes, or solicit the services of any

     employee of Sykes who was providing services or work to Sykes or to any

     client of Sykes.

 

6.   OWNERSHIP OF MATERIALS.

 

          a.   All materials provided to Subcontractor by Sykes or Sykes'

               clients, or produced by Subcontractor for Sykes or Sykes'

               clients, including, but not limited to, all information and

               materials relating to products, services, customers, business

               methods, strategies and practices, internal operations, pricing

               and billing, financial data, costs, personnel information,

               customer and supplier contacts, sales lists, technology,

               software, computer programs, computer systems, inventions,

               developments, trade secrets of every kind, information designated

               by Sykes or any of its clients as confidential and all other

               information or documents that might reasonably be deemed

               confidential, shall belong exclusively to and remain the property

               of Sykes or Sykes' clients, as the case may be. All materials and

               property of Sykes must be returned to Sykes upon completion of

               the assignment or project or termination of this Agreement. All

               materials and property of Sykes' client must be returned to such

               client upon completion of the assignment or project for such

               client.

 

          b.   Subcontractor hereby irrevocably transfers and assigns to Sykes

               or Sykes' designee any and all of his/her right, title, and

               interest in and to all work product, inventions, discoveries and

               materials produced in connection with this Agreement, including,

               but not limited to, all copyrights, patent rights, trade secrets

               and trademarks in such work product and materials. Subcontractor

               agrees: (a) to promptly disclose in writing to Sykes all work

               product, inventions, discoveries and materials developed or

               conceived by Subcontractor in performing services hereunder; (b)

               to cooperate with