EXHIBIT 10.14
INDEPENDENT CONTRACTOR AGREEMENT
This Agreement between i3 Mobile, Inc., a corporation organized under the laws
of Delaware, with offices at 181 Harbor Drive, Stamford CT 06902 ("i3 Mobile")
and LKM Ventures, LLC. with offices at 6 Basswood Lane, Andover, MA 01810
("Contractor") is made and effective as of this 11th day of November, 2001.
The parties agree as follows:
1. i3 Mobile hereby hires Contractor to perform services for i3 Mobile at a rate
of $2,500 per diem. Contractor will take instruction from and report all
progress to John A. Lack of i3 Mobile on a daily basis or in other agreed upon
intervals. Contractor shall provide a minimum of one (1) day services per month
over a six (6) month period commencing as of the date of this agreement. All
days retained in excess of twelve (12) shall require the prior written consent
of the Chairman of the Board. Contractor shall be responsible for all costs and
expenses incurred in the performance of the work hereunder except as
specifically accepted by i3 Mobile in writing, prior to Contractor incurring
such costs and expenses, or except for travel expenses and other reasonable
out-of-pocket expenses as accepted by i3 Mobile in this Agreement. Contractor
shall keep accurate and complete time records and shall submit an invoice to i3
Mobile on a monthly basis. Such time records shall form the basis of the
invoices and shall agree exactly with such invoices. i3 Mobile shall pay
Contractor in accordance with standard i3 Mobile policy.
2. The parties acknowledge that the Contractor is acting as an independent
contractor and is not an employee of i3 Mobile. Contractor shall receive no
benefits from i3 Mobile and Contractor will, at all times hereunder, possess
minimum workers compensation or other insurance required by applicable law, if
any. Contractor further agrees to hold i3 Mobile harmless against any and all
penalties, costs, fines, assessments, interest, and expenses (including
reasonable attorneys fees) arising from claims that i3 Mobile did not properly
withhold federal, state or local income, social security, unemployment and other
taxes for Contractor.
3. To the extent permitted by law, all work performed by Contractor in
connection with this Agreement including, without limitation, developed code,
ideas and know-how, shall be deemed a work made for hire under applicable U.S.
copyright statutes and regulations, and all copyrights, patents and other
proprietary rights therein shall belong exclusively to i3 Mobile. To the extent
that the work is not deemed a work made for hire, as permitted by law,
Contractor agrees to assign all rights therein to i3 Mobile and Contractor shall
execute all documents necessary to evidence such assignment. Contractor agrees
that all papers, documents and writings and other work product produced in the
course of this assignment shall be the sole property of i3 Mobile. i3 Mobile
shall own all copyright, patent and other proprietary rights in and to such
writings and work product. Possession of such documents shall be transferred to
i3 Mobile at the termination of this agreement together with a written
certification acknowledging that the content of the transferred writings
represent Contractor's complete work product produced hereunder.
4. Contractor acknowledges that i3 Mobile may provide Contractor access to
confidential and proprietary information that is deemed confidential and
competitively sensitive to both i3 Mobile and its business partners in
connection with this assignment. Confidential and proprietary information shall
include, but not be limited to, the following: capital, marketing or business
plans; privileged documents, budgets and strategies; customer/client lists and
records; trade secrets; minutes; data; technical designs; drawings;
specifications; techniques; test results; engineering reports; program code;
research; documents; electronic transmissions; analyses; compilations and
studies, or copies of extracts thereof, whether recorded or unrecorded (in
whatever medium) possessed by i3 Mobile or its business partners or used in i3
Mobile's business ("Confidential Information"). Contractor agrees that all
Confidential Information shall be received in strict confidence, and shall be
used solely for purposes of performing the undertakings of this Agreement on i3
Mobile's behalf, and shall not be disclosed by Contractor to any third party
except as required under the terms of this Agreement. Contractor recognizes that
unauthorized disclosure of the Confidential Information may cause irreparable
harm to i3 Mobile and agrees that i3 Mobile shall have the right to obtain
injunctive relief to prevent such disclosure or the use of anything so
disclosed. This provision shall survive the termination of this agreement.
5. Contractor warrants that all work performed and delivered hereunder will be
original work product, will not infringe any patent, copyright or other
proprietary right of any third party, and will be delivered in a timely and
professional manner.
6. Contractor represents to i3 Mobile that it has full authority to enter into
this Agreement and to perform the work required under Schedule A; that by
entering into this Agreement, Contractor will not be violating the terms of any
other contract or obligation.
7. Either party may terminate this Agreement on five (5) days notice. Fees and
reasonable expenses incurred under this Agreement prior to notice of termination
will be paid in full by no later than ten (10) days after the effective date of
termination. This Agreement shall automatically terminate if Contractor becomes
an employee of i3 Mobile.
8. This Agreement shall be construed in accordance with the laws of Connecticut.
IN WITNESS WHEREOF, the parties have executed this Independent Contractor
Agreement as of the date first above written.
i3 Mobile, Inc. LKM Ventures, LLC
By:/s/ John A. Lack By: /s/ Mathew Stover
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President and CEO President
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Name and Title Name and Title