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Independent Contractor Agreement

Independent Contractor Agreement

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This Independent Contractor Agreement involves

EFUNDS CORP | Thomas S. Liston,

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Title: Independent Contractor Agreement
Governing Law: Delaware     Date: 8/5/2005
Industry: CMPSRV    

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exv10w2
 

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

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