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:
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”).
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.
1
(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.
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 t
|