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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.
Version 10-10-02
Page 1 of 4
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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 and assist Sykes or its clients in applying
for, and to execute any applications or assignments reasonably
necessary to obtain, any patent, copyright, trademark or other
statutory protection; and (c) to otherwise treat all work
product, inventions, discoveries and materials as confidential.
Subcontractor's obligations under this section shall survive
any
termination of this Agreement.
7. CONFIDENTIALITY.
Subcontractor will, during the course of providing
services to
Sykes, have access to and acquire knowledge from material,
data, systems and
other information of or with respect to Sykes and any of
its clients
which may not be accessible or known to the general public,
including
information concerning its hardware, software, business plans
or
opportunities,
business strategies, finances or employees and third-party
