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Integral Systems - Contract Employee Services Agreement
EXHIBIT 10.1
INTEGRAL SYSTEMS, INC.
CONTRACT EMPLOYEE SERVICES AGREEMENT
This Agreement is made this 21st day of October 2008 by and between Integral Systems, Inc. (" Client" ), with a principal place of business at 5000 Philadelphia Way, Lanham, Maryland 20706 and Pete Gaffney (" Provider" ), with a principal place of business at 3155 Catrina Lane, Annapolis, MD 21403.
1. Services Performed by Provider:
Provider agrees to perform the following services for Client: (i) Support the technical and strategic aspects of acquisitions as directed a. Identification of companies b. Introduction and capabilities exchange with acquisition targets c. Target company relationship management d. Technical due diligence e. Assist post-acquisition integration as applicable (ii) Support corporate business development involvement relating to SATCOM as directed a. Overall corporate strategy development b. Develop strategies applicable to operating groups and divisions c. Selected strategic SATCOM and network business development d. Other selected business development as directed by CEO (iii) Technical advisor to EPOCH IPS product group (iv) Support technology and intellectual property (IP) inventory assessment and assist development of company IP strategy as directed (v) Other duties as directed by CEO
Provider shall coordinate the provision of services through John Higginbotham, Client' s primary point of contact and can be reached as follows:
Phone: 301-731-4233 x1105
Email: jbh@integ.com
2. Provider' s Payment:
(a) Provider shall be compensated at the bi-weekly rate of $11,212.00 for the Services specified herein payable in conjunction with Integral' s typical payroll processing schedule. Client will deduct from each bi-weekly payment all applicable deductions as required by law including payroll taxes. Client will pay Client' s share of Social Security (currently 6.2%) and Medicare (currently 1.45%) taxes for the benefit of Provider, as such percentages may be adjusted from time to time. In addition to the base compensation rate cited above, Provider is eligible to earn additional compensation of up to 40% of Provider' s annual aggregate payment for exceptional satisfaction of the Services specified herein which determination will be at the sole discretion of the Client. Any compensation in addition to bi-weekly payments is at the sole
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discretion of John Higginbotham. All payments under this Agreement shall be net of all taxes and other amounts required to be withheld by law. (b) If Client terminates Provider' s employment without Cause (as defined in Exhibit A attached hereto) or due to death or disability before October 21, 2010, subject to Provider' s execution and non-revocation of Client' s standard form of release of all known claims, Client shall continue to pay Provider at the bi-weekly rate of $11,212.00 commencing upon the date of such termination and ending on the first anniversary of the date of termination (" Termination Coverage Period" ); provided, however, that in the event that during the Termination Coverage Period such period Provider receives compensation from a third party employer (" Third Party Employer Compensation" ), then Provider shall promptly provide written evidence of such compensation and any payments under this paragraph shall be net of such Third Party Employer Compensation.
3. Expenses
The Client shall pay or reimburse the Provider for all ordinary, necessary and reasonable expenses (including, without limitation, travel, meetings, dues, subscriptions, computer/blackberry equipment, mobile telephones, and the like) actually incurred or paid by the Provider during the Term in the performance of the Provider' s services under this Agreement, upon presentation of expense statements or vouchers or such other supporting information as may be required by the policies and procedures of the Client in effect from time to time.
4. Materials Client shall make available to Provider, at Client' s expense, the following materials, facilities and equipment: office space, computer, telephone, and related office supplies.
5. Term of Agreement
This Agreement will become effective on the date first mentioned above.
This Agreement will end upon the completion of the services referred to in Paragraph 1, but in no event later than October 21, 2010.
6. Terminating the Agreement
Either party may terminate this Agreement at any time by giving sixty (60) days written notice of termination. Provider shall be entitled to full payment for services performed prior to the effective date of termination and, if applicable, payments pursuant to paragraph 2(b) hereof.
7. Intellectual Property Ownership
(a) In consideration of Client' s payment of the fees required by this Agreement, Provider agrees that any and all software, documentation, specifications, notes, drawings, designs, procedures, discoveries, inventions and any other work developed by Provider in the course of
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performing services pursuant to this Agreement (collectively referred to as " Product" ) shall be works made for hire and shall be the sole and exclusive property of Client. In the event such Product may not, by operation of law or otherwise, be a work made for hire, Provider agrees to assign and hereby assigns all right, title and interest in and to the Product, including, but not limited to, all rights in and to any patents, copyrights, trade secrets and any other intellectual property attendant thereto or incorporated therein, whether such rights were created, protected or arise under the laws of the United States or any foreign jurisdiction. Provider agrees to cooperate with Client in the procurement and maintenance of Client' s rights in the Product and agrees to execute or cause to be executed any instruments or other documents which Client may deem necessary and desirable for registering such intellectual property in Client' s name or for otherwise vesting Client with such rights throughout the world, including documents related to litigation of applicable patents, copyrights and other proceedings. In the event that Client is unable for any reason whatsoever to secure a signature on behalf of Provider to any document it believes is reasonably required in order to apply for or execute any patent, copyright or other application with respect to the Product, Provider hereby irrevocably designates and appoints Client and its duly authorized officers and agents as Provider' s agents and Provider' s attorneys-in-fact to act for and on its behalf and instead of it, to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights or other intellectual property rights therein with the same legal force and effect as if executed by Provider.
(b) Provider hereby irrevocably transfers and assigns to Client any and all Moral Rights (as defined below) Provider may have in or with respect to the Product. To the extent Provider cannot assign such rights, Provider hereby waives and agrees never to assert such rights against Client or any of Client' s assignees or licensees. If Provider has any right to the Products that cannot be assigned to Client or waived by Provider, Provider unconditionally and irrevocably grants to Client, during the term of such rights, an exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense throughout multiple levels of sub-licensees, to make, use, offer to sell, sell, import or export, reproduce, create derivative works of, distribute, publicly perform and publicly display by all means now known or later developed the Product and any rights therein. In addition, Provider agrees to obtain such assignment, waiver, covenant not to assert such rights, or license from any subsidiary, subcontractor, or employee who creates, either in whole or part, the Products. " Moral Rights" means any right to (i) divulge the Products to the public; (ii) retract the Products from the public; (iii) claim authorship of the Products; (iv) object to any distortion, mutilation or other modification of the Products; or (v) any and all similar rights, existing under judicial or statutory law of any country or jurisdiction in the world, or under any treaty regardless of whether or not such right is called or generally referred to as a moral right.
(c) Any data or other materials furnished by Client for use by Provider in connection with the services performed hereunder shall remain the sole property of Client and shall be used by Provider solely for the purposes set forth herein.
(d) Provider agrees that it will not create any product in direct competition with the Product during the term of this Agreement and for a period of two (2) years after expiration or termination of this Agreement. A product is in " direct competition" if it is designed to perform
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the same scope of functions for the same target audience as the Product.
(e) Provider further agrees that it will not sell, license or sublicense the Product to any customer, potential customer or competitor of Client during the term of this Agreement and for a period of two (2) years after expiration or termination of this Agreement.
8. Provider' s Materials Provider owns or holds a license to use and sublicense various materials in existence before the start date of this Agreement (" Provider' s Materials" ). Provider may include Provider' s Materials in the work performed under this Agreement, provided that Client has agreed in writing to the inclusion of such Provider' s Materials. Provider hereby grants to Client a perpetual, irrevocable, world-wide, non-exclusive, fully paid-up, transferable, sub-licenseable right and license in and to any Provider' s Materials that are incorporated in or necessary for the use of the Product, including any and all intellectual property rights incorporated therein or attendant thereto. Subject to the foregoing, Provider shall retain all right, title and interest in and to the Provider' s Materials. Client shall not have any right to make any commercial use of the Provider' s Materials licensed hereunder other than in connection with the Product without Provider' s written consent.
Provider' s Materials, if any, are set forth in Exhibit A, attached to and made part of this Agreement.
9. Confidentiality
During the term of this Agreement and thereafter, Provider will use reasonable and prudent care to prevent the unauthorized use or dissemination of Client' s Confidential Information and will not directly or indirectly disclose to a third party, or use Client' s Confidential Information for the benefit of or on behalf of Provider, without the prior written consent of Client. Reasonable and prudent care shall mean, at a minimum, the same degree of care Provider uses to protect its own confidential information from unauthorized disclosure. The term " Confidential Information" means any and all trade secrets and any and all data or information not generally known outside of Client whether prepared or developed by or for Client or received by Client from any outside source, including any information included in any Product. Without limitin...
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