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Exhibit 10.2
Thomas S. Liston Independent Contractor Agreement
Independent
Contractor Agreement (the “Agreement”) made and entered into as of
April 1, 2005 by and between Thomas S. Liston, an independent contractor
(“Contractor”), and eFunds Corporation, a Delaware corporation (the
“Company”).
WHEREAS,
Contractor formerly served as the Company’s Chief Financial Officer
pursuant to that certain Executive Employment Agreement, dated
February 14, 2003 (the “Existing Agreement”), by and between the
Company and Contractor;
WHEREAS,
the Employment Period under the Existing Agreement expired on March 31,
2005 (the “Expiration Date”), at which point Contractor retired
from further employment with the Company; and
WHEREAS,
the Company wishes to retain Contractor as an Executive Consultant to the
Chairman and CEO to consult with the executives of the Company on strategic
issues pertaining to organizational structures and other administrative
matters, external communications and investor relations following his
retirement and Contractor has agreed to perform such duties for the term set
forth herein.
NOW,
THEREFORE in consideration of the foregoing and the covenants and conditions
hereinafter set forth, the Company and Contractor hereby agree as follows:
1. Services
During
the term of this Agreement, Contractor shall serve as an Executive Consultant
to the Chairman and CEO and shall provide consulting services to the Company
consistent with the duties described above, as the same may be more
specifically defined from time to time by the Chief Executive Officer of the
Company (the “CEO”).
2. Hours of Service
It
is expected that Contractor shall provide services to the Company approximately
one day per week, plus attendance at meetings of the Board of Directors or
other events if requested by the CEO. Services shall generally be rendered at
the principal executive offices of the Company in Scottsdale, Arizona, except
that Contractor shall generally participate via teleconference at executive
meetings held during June, July, August and September.
3. Term
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(a) The
initial term of this Agreement shall commence on April 1, 2005 and shall
expire on December 31, 2005. Following the expiration of this initial
term, this Agreement may be extended for successive one month renewal terms by
agreement of the parties.
Either
the Company or Contractor may terminate this Agreement at any time for
convenience. If this Agreement is so terminated, the Company shall pay
Contractor any fees Contractor may have earned prior to such termination.
4. Payment for Services
The
Company shall pay Contractor $2,500 per day for the services to be performed by
Contractor pursuant to this Agreement, such amount to be paid within
30 days of the end of each month during the term. The daily rate shall be
paid in respect of any day in which Contractor performs services in person,
participates in executive meetings via teleconference during the aforementioned
summer months or is a party to any other teleconference(s) exceeding an
aggregate of two hours during any given day (with the day rate being pro-rated,
based on an eight hour working day, in respect of such other teleconferences).
The Company shall also reimburse Contractor for any reasonable out-of-pocket
expenses incurred by Contractor in performing services hereunder at a location
other than the Company’s Scottsdale facility, including travel and
entertainment expenses incurred in accordance with the Company’s
executive travel policies. Out of pocket expenses of $25 or more will be
supported by receipts. The Company’s obligation to reimburse Contractor
for any proper out of pocket expenses incurred prior to any termination of this
Agreement shall survive such termination.
5. Confidentiality and
Ownership
(a) Contractor
recognizes and acknowledges that the Company possesses certain confidential
information that constitutes a valuable, special and unique asset. As used
herein, the term “confidential information” includes all information
and materials belonging to, used by, or in the possession of the Company
relating to its products, processes, services, technology, inventions, patents,
ideas, contracts, financial information, developments, business strategies,
pricing, current and prospective customers, marketing plans and trade secrets
of every kind and character, but shall not include (a) information that
was already within the public domain at the time the information is acquired by
Contractor or (b) information that subsequently becomes public through no
wrongful act or omission of Contractor. Contractor agrees that all of the
confidential information is and shall continue to be the exclusive property of
the Company, whether or not disclosed to Contractor. Contractor agrees to take
all reasonable precautions to safeguard the confidentiality of such
information.
(b) All
information, inventions and data, regardless of form, generated by Contractor
in the performance of services under this Agreement is created as a work for
hire and will be the sole property of the Company. In the event that the
copyright or other intellectual property right in any data, inventions or
information generated by Contractor in the performance of services under this
Agreement does not automatically vest in the Company by law, Contractor hereby
agrees to, and hereby does, assign to the Company all right, title and
interest, worldwide, in and to such copyright or other intellectual property.
Contractor further agrees that he will, at the expense of the Company for any
out of pocket expenses incurred by Contractor in so doing, provide any
reasonable assistance required by the Company in order to enable it to perfect
such
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rights. Contractor agrees not
to challenge the Company’s ownership of any such rights and not to take
any position that is adverse to the Company’s interests therein.
(c) In
connection with any patentable inventions conceived or first actually reduced
to practice in connection with this Agreement, Contractor will, at the expense of
the Company for Contractor’s out of pocket expenses in rendering such
assistance, furnish the Company with such information and assistance as is
reasonably sufficient to enable the Company to file and prosecute patent
applications thereon and will execute all documents incident to such filing and
prosecution or necessary to vest the full right and title therein in the
Company.
6. Return of Material
Contractor
agrees that upon termination of this Agreement, Contractor will return to the
Company all drawings, blueprints, notes, memoranda, specifications, designs,
writings, software, devices, documents and any other material containing or
disclosing any confidential or proprietary information of the Company.
Contractor will not retain any such materials. The Company agrees that upon any
termination of this Agreement, the Company will return to Contractor any
materials and information in its possession which belong to Contractor and that
it will not retain any copies of such materials.
7. Warranties






