\n\n
INDEPENDENT CONTRACTOR AGREEMENT
<\/b><\/p>\n\nThis Agreement (the \"Agreement\") is made as of April 15, 2001 (the \"Effective Date\"), by and between Intraware, Inc., a Delaware corporation with \na principal place of business at 25 Orinda Way, Orinda, CA 94563 (\"Intraware\"), and Mark P. Long, an individual residing at 1022 Sunrise Ridge Drive, Lafayette, CA 94549 (the \"Independent \nContractor\"). <\/p>\n\n<\/pre>\n
1.1 Scope of the Services.<\/b> During the term of this Agreement, the Independent Contractor shall perform the services described in each
\nEngagement Addendum attached hereto as Exhibit A (the “Services”). <\/p>\n
1.2 Method of Performing the Services.<\/b> The Independent Contractor will determine the method, details and means of performing the
\nServices. <\/p>\n
1.3 Office Space and Support Staff.<\/b> The Independent Contractor will be responsible for supplying his own office space but may perform
\nServices under this Agreement on Intraware’s premises at Intraware’s request. The Independent Contractor will be responsible for supplying his own office support staff, if any. Any and all personnel
\nhired by the Independent Contractor, as employees, consultants, agents or otherwise (collectively “Staff”) shall be the responsibility of the Independent Contractor. The Independent Contractor will
\ninform all Staff in writing at the time that such Staff are hired by the Independent Contractors that such Staff are not employees of Intraware and that Intraware has no present or future obligation
\nto employ such Staff or provide such Staff with any
\ncompensation and\/or employment benefits. The Independent Contractor will be solely responsible for the acts of such Staff and the Staff will conduct their activities at the Independent Contractor’s
\nrisk, expense and supervision. The Independent Contractor warrants and covenants that the Staff shall be subject to all of the obligations applying to the Independent Contractor pursuant to this
\nAgreement and that each member of the Staff shall execute a copy of this Agreement. <\/p>\n
1.4 Withholding, Taxes and Benefits.<\/b> The Independent Contractor will be responsible for withholding, accruing and paying all income,
\nsocial security and other taxes and amounts required by law for the Consulting Fee (as defined below in Section 2.1) and all payments to the Staff, if any. The Independent Contractor will also
\nbe responsible for all statutory insurance and other benefits required by law for the Independent Contractor and the Staff and all other benefits promised to the Staff by the Independent Contractor,
\nif any. The Independent Contractor shall provide Intraware with a completed W-9 form. <\/p>\n
1.5 Proprietary Rights and Confidentiality.<\/b> As a condition of this Agreement, Independent Contractor shall execute the “Contractor 2.1 Compensation.<\/b> During the term of any Engagement Addendum, Intraware will pay the Independent Contractor the fee specified in such 1<\/p>\n \nsole compensation for the performance of the Independent Contractor’s services under this Agreement. Intraware may offset any amount payable hereunder against any payments due from the Independent 3.1 Term.<\/b> This Agreement shall be effective from the Effective Date written above until terminated as hereinafter provided (the 3.2 Termination.<\/b> If no Engagement Addendum is in effect, either party may terminate this Agreement upon written notice to the other. <\/p>\n 3.3 Effect of Termination and Survival.<\/b> Upon the termination of this Agreement for whatever reason: (a) all obligations of the 4. Relationship Between Intraware and the Independent Contractor.<\/b> On and after the Effective Date, the Independent Contractor and his 5.1<\/b> This Agreement cannot be assigned by either party without the other’s prior written consent, except in connection with a merger, 5.2<\/b> This Agreement, including the Exhibits hereto, supersedes any and all agreements, either oral or in writing, between the parties 2<\/p>\n \n 5.3<\/b> No modification or waiver of this Agreement shall be binding unless in writing and signed by the parties hereto. The waiver by 5.4<\/b> Any controversy between Intraware and the Independent Contractor and\/or his Staff or between any employee of Intraware and the 5.5<\/b> This Agreement will be governed by and construed in accordance with the laws of the State of California. <\/p>\n 5.6<\/b> Any notice or other communication under this Agreement shall be considered given when delivered personally or delivered by first IN 3<\/p>\n \n \n EXHIBIT A<\/p>\n ENGAGEMENT ADDENDUM Start End i<\/p>\n Contractor ii<\/p>\n \n \n EXHIBIT B \n INTRAWARE, INC. \n CONTRACTOR CONFIDENTIAL INFORMATION, As a condition of the retention of Independent Contractor by Intraware, Inc., its subsidiaries, affiliates, successors or assigns (together i<\/p>\n 2. Inventions<\/b>. <\/p>\n ii<\/p>\n authorship 3. Returning Intraware Documents<\/b>. Independent Contractor agrees that, upon termination of the Independent Contractor’s services for 4. Solicitation of Employees<\/b>. Independent Contractor agrees that for a period of twelve (12) months immediately following the 6. Representations<\/b>. Independent Contractor agrees to execute any proper oath or verify any proper document required to carry out the 7. Remedies.<\/b> Independent Contractor acknowledges that any breach of his obligations under this Agreement may result in 8. Arbitration.<\/b> Any controversy between Intraware and the Independent Contractor or between any employee of Intraware and the iii<\/p>\n 9. General Provisions<\/b>. <\/p>\n 10. Acknowledgements by Independent Contractor.<\/b> The Independent Contractor acknowledges and agrees to each of the following items: <\/p>\n <\/p>\n iv<\/p>\n \n ATTACHMENT 1 This is to certify that Independent Contractor does not have in his possession, nor has Independent Contractor failed to return, any devices, records, data, Independent Independent Independent \n [DO NOT SIGN THIS PAGE ON INITIAL EXECUTION OF AGREEMENT\u0097 v<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7907],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9541],"class_list":["post-40024","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-intraware-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__consulting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40024","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40024"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40024"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40024"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40024"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}
\nConfidential Information, Invention Assignment and Arbitration Agreement” attached hereto as Exhibit B and made a part hereof by this reference. <\/p>\n\n
\nEngagement Addendum (attached hereto as Exhibit A) (the “Consulting Fee”). The Consulting Fee shall constitute the Independent Contractor’s <\/p>\n
\n
\nContractor pursuant to any other written agreement or arrangement. <\/p>\n\n
\n“Term”). Each Engagement Addendum attached hereto as Exhibit A shall remain in effect for the period specified in such Exhibit. The term of any Engagement Addendum may be extended for
\nadditional periods of time upon the mutual agreement by the parties at any time prior to the expiration of the then-current term of such Engagement Addendum. <\/p>\n
\nparties hereunder shall cease; (b) Intraware shall pay the Independent Contractor all Consulting Fees due up to the date of such termination, except as otherwise provided in the applicable
\nEngagement Addendum; and (c) the Independent Contractor shall return to Intraware all Confidential Information (as defined in Exhibit B). The terms of this Section 3.3 and
\nExhibit B shall survive the Term of this Agreement however terminated. <\/p>\n
\nStaff, if any, shall at all times be and be deemed to be independent contractors of Intraware. Neither the Independent Contractor nor any of his Staff is an employee or agent of Intraware for any
\npurpose whatsoever, and shall not be entitled to paid vacation days, sick days, holidays or any other benefits provided to Intraware employees. The Independent Contractor agrees that no income, social
\nsecurity or other taxes or amounts shall be withheld or accrued by Intraware for the Independent Contractor’s benefit or for the benefit of his Staff and no statutory insurance shall be written by
\nIntraware on behalf of the Independent Contractor or the employees of the Independent Contractor. Neither the Independent Contractor nor any of his Staff shall, under any circumstances, have any
\nauthority to act for or to bind Intraware or to sign the name of Intraware or to otherwise represent that Intraware is in any way responsible for his acts or omissions. Neither the Independent
\nContractor nor his Staff has or have any authority to create any contract or obligation, express or implied, on behalf of, in the name of, or binding upon Intraware. It is anticipated that the
\nIndependent Contractor will perform services as an independent contractor, employee, officer or director for parties other than Intraware during the Term. <\/p>\n\n
\nreorganization or sale of substantially all of the assets of Intraware. <\/p>\n
\nhereto with respect to the services of Independent Contractor, and contains all of the covenants and agreements between the parties with respect to such services in any manner whatsoever. Each party
\nto this Agreement acknowledges that no representations, inducement, promises or agreements, oral or otherwise, with regard to this Agreement or the services to be rendered under it have been made by
\nany party, or anyone acting on behalf of any party, which are not embodied herein. The foregoing shall not be deemed to supersede or void any provision of that certain Confidential Termination and
\nSeparation Agreement and General Release entered into between Intraware and the Independent Contractor on or about the date of this Agreement, or of any agreement between Intraware and the Independent
\nContractor referenced therein. <\/p>\n
\n
\neither party of any breach by the other party of any of its obligations hereunder or the failure of such party to exercise any of its rights in respect of such breach shall not be deemed to be a
\nwaiver of any subsequent breach. <\/p>\n
\nIndependent Contractor and\/or his Staff, including, but not limited to, those involving the construction or application of any of the terms, provisions or conditions of this Agreement or otherwise
\narising out of or relating to this Agreement, shall be settled by arbitration in accordance with the then-current commercial arbitration rules of the American Arbitration Association, and
\njudgment on the award rendered by the arbitrator(s) may be rendered by any court having jurisdiction thereof. Intraware and the Independent Contractor shall share the costs of the arbitrator equally
\nbut shall each bear their own costs and legal fees associated with the arbitration. The location of the arbitration shall be in San Francisco, California. <\/p>\n
\nclass mail or express courier service (such as DHL Courier or Federal Express Courier) to the parties at their respective addresses set forth above (or at such other address as a party may specify by
\nnotice made pursuant to the terms of this Section 5.8). <\/p>\n
\nWITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above. <\/p>\n\n
\n INTRAWARE, INC.<\/td>\n <\/td>\n MARK P. LONG<\/td>\n<\/tr>\n \n \nBy:<\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n <\/td>\n \n
<\/td>\n <\/td>\n \n
<\/td>\n<\/tr>\n\n \nName:<\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n <\/td>\n \n
<\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n \nTitle:<\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n <\/td>\n \n
<\/td>\n <\/td>\n <\/td>\n<\/tr>\n<\/table>\n
\n
<\/b><\/p>\n\n
\ncorporate finance, investor relations, and such other areas of corporate activity as Intraware and the Independent Contractor may mutually agree from time to time. Such services shall be provided on
\nan as-needed, on-call basis. Intraware understands and agrees that the services of the Independent Contractor shall be rendered in whatever manner deemed appropriate by the
\nIndependent Contractor and shall not be for a specific amount of time and shall not require any specific deliverables or reports. Independent Contractor shall be entitled to deliver the services via
\nphone or email, at his discretion. Independent Contractor shall only be required to be reasonably available by phone and email and shall not be required to be on-site at any time. Unless
\notherwise agreed by Independent Contractor, telephone or email interactions shall not exceed two hours per week. In addition, Intraware agrees that the value of the services is in the opinions and
\nrecommendations reached by the Independent Contractor based on his training, experience and knowledge of Intraware. Intraware understands that the Independent Contractor makes no representations or
\nwarranties regarding the opinions and recommendations other than that they are the opinions and recommendations reached by the Independent Contractor based on the facts and circumstances as described
\nto him. <\/p>\n<\/dd>\n\n
\n
\nDate: April 15, 2001 <\/p>\n
\nDate: April 14, 2002 <\/p>\n<\/ul>\n<\/ul>\n\n
\npayable within 30 days after receipt of invoice, and (b) an ongoing fee of $22,877.00 per month, payable in arrears on the 15th<\/sup> of each month during the duration specified
\nin Section 4 above, with the final payment due April 15th<\/sup>, 2002 for the final month of the Engagement. <\/p>\n<\/dd>\n
\nEngagement Addendum may not be terminated except as follows. Either party hereto may terminate this Engagement Addendum on 30 days’ written notice to the other party if such other party
\nmaterially breaches Section 1.3 of the Confidential Termination and Separation and General Release Agreement dated April 15, 2001 (the “Separation Agreement”) and fails to cure such
\nbreach during such 30-day notice period. In addition, Intraware may terminate this Engagement Addendum (i) immediately upon any cancellation or termination of the Borrower’s
\nobligations under the Cancellation Agreement and Unsecured Subordinated Promissory Note dated April 15, 2001 (the “Note”) for any reason; and (ii) upon 5 days’ written notice to
\nthe Independent Contractor upon any hiring, or retention as a consultant, contractor, or director, of the Independent Contractor in connection with a business which, in the reasonable discretion of
\nIntraware, is a direct competitor of Intraware in the area of electronic software delivery, electronic software management, or information technology asset management and where Independent Contractor
\nis participating in the business unit, including as an advisor, which is engaged in the competitive line of business (a “Competitor”). Within 30 days of beginning employment or retention by a
\nperson or entity other than Intraware during the term of this Engagement Addendum, the Independent Contractor shall notify Intraware of the identity of such person or entity. In addition, the parties
\nmay terminate this Engagement Addendum at any time by mutual consent. In the event of any termination of this Engagement Addendum under this paragraph, Intraware shall not be required to make any
\nfurther payments hereunder to Independent <\/dd>\n<\/dl>\n
\n\n
\nafter the date of termination of this Engagement Addendum, other than a payment equal to $4,902 multiplied by the number of months remaining in the term of this Engagement Addendum (as
\nspecified in paragraph 4 above) prorated as applicable for any partial month period, and the Independent Contractor shall not be required to perform any additional services for Intraware.
\nNotwithstanding the foregoing, in the event of any termination of this Engagement Addendum under this paragraph for: (a) material breach of Section 1.3 of the Separation Agreement by
\nIndependent Contractor or (b) the hiring or retention of Independent Contractor by a Competitor, the Independent Contractor shall not be required to perform any additional services for
\nIntraware, and Intraware shall not be required to pay any amounts to the Independent Contractor other than a pro-rata portion of the Consulting Fee for the period up to the termination
\ndate. <\/p>\n<\/ul>\n\n
\n INTRAWARE, INC.<\/td>\n <\/td>\n MARK P. LONG<\/td>\n<\/tr>\n \n \nBy:<\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n <\/td>\n \n
<\/td>\n <\/td>\n \n
<\/td>\n<\/tr>\n\n \nName:<\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n <\/td>\n \n
<\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n \nTitle:<\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n <\/td>\n \n
<\/td>\n <\/td>\n <\/td>\n<\/tr>\n<\/table>\n
\n
<\/b><\/p>\n
<\/b><\/p>\n
INVENTION ASSIGNMENT
AND ARBITRATION AGREEMENT
<\/b><\/p>\n
\n“Intraware”), and in consideration of Independent Contractor’s receipt of consulting fees now and hereafter paid by Intraware, Independent Contractor agrees to the following. As used herein, the term
\n“Independent Contractor” shall include the Independent Contractor as well as any specific Independent Contractor personnel named at the end of this Agreement. <\/p>\n\n
\n
\nhold in strictest confidence, and not to use, except for the benefit of Intraware, or to disclose to any person, firm or corporation except for the benefit of Intraware and with written authorization
\nof an authorized officer of Intraware, any Confidential Information of Intraware. Independent Contractor understands that “Confidential Information” means any Intraware proprietary information,
\ntechnical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers (including, but not limited to,
\ncustomers of Intraware on whom Independent Contractor called or with whom Independent Contractor became acquainted during the term of his retention by Intraware), markets, software, developments,
\ninventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed to the Independent
\nContractor by Intraware either directly or indirectly in writing, orally or by drawings or observation of parts or equipment. Independent Contractor further understands that Confidential Information
\ndoes not include
\nany of the foregoing items which has become publicly known and made generally available through no wrongful act of Independent Contractor or of others who were not under confidentiality obligations as
\nto the item or items involved or improvements or new versions thereof. <\/p>\n<\/dd>\n
\ndisclose any proprietary information or trade secrets of any former or concurrent client of the Independent Contractor or of other person or entity and that Independent Contractor will not bring onto
\nthe premises of Intraware any unpublished document or proprietary information belonging to any such client, person or entity unless consented to in writing by such client, person or entity. <\/p>\n<\/dd>\n
\nparties their confidential or proprietary information subject to a duty on Intraware’s part to maintain the confidentiality of such information and to use it only for certain limited purposes.
\nIndependent Contractor agrees to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as
\nnecessary in carrying out his work for Intraware consistent with Intraware’s agreement with such third party. <\/dd>\n<\/dl>\n<\/dd>\n<\/dl>\n
\n\n
\n<\/ul>\n<\/ul>\n
\n
\n
\nproduct, process or service any invention, original work of authorship, development, improvement, or trade secret which was made by Independent Contractor prior to his retention by Intraware
\n(collectively referred to as “Prior Inventions”), Intraware is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made,
\nmodify, use and sell such Prior Inventions as part of or in connection with such product, process or machine. <\/p>\n<\/dd>\n
\ntrust for the sole right and benefit of Intraware, and hereby assigns to Intraware, or its designee, all his right, title, and interest in and to any and all inventions, original works of authorship,
\ndevelopments, concepts, improvements, designs, discoveries, ideas, trademarks or trade secrets, whether or not patentable or registrable under copyright or similar laws, which Independent Contractor
\nmay solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, in the course of the Independent Contractor’s performance of services for
\nIntraware (collectively referred to as “Inventions”). Independent Contractor
\nfurther acknowledge that all original works of authorship which are made by it (solely or jointly with others) in the course of the Independent Contractor’s performance of services for Intraware and
\nwhich are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. Independent Contractor understands and agrees that the decision whether or not
\nto commercialize or market any invention developed by it solely or jointly with others is within Intraware’s sole discretion and for Intraware’s sole benefit and that no royalty will be due to it as a
\nresult of Intraware’s efforts to commercialize or market any such invention. <\/p>\n<\/dd>\n
\ntitle, and interest in and to any and all Inventions whenever such full title is required to be in the United States by a contract between Intraware and the United States or any of its agencies. <\/p>\n<\/dd>\n
\nmade by it (solely or jointly with others) during the term of his retention by Intraware. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by
\nIntraware. The records will be available to and remain the sole property of Intraware at all times. <\/p>\n<\/dd>\n
\nevery proper way to secure Intraware’s rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including
\nthe disclosure to Intraware of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which Intraware
\nshall deem necessary in order to apply for and obtain such rights and in order to assign and convey to Intraware, its successors, assigns, and nominees the sole and exclusive rights, title and
\ninterest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. Independent Contractor further agrees that his obligation to
\nexecute or cause to be executed, when it is in his power to do so, any such instrument or papers shall continue after the termination of this Agreement. If Intraware is unable for any reason to secure
\nthe Independent Contractor’s signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of <\/dd>\n<\/dl>\n<\/ul>\n
\n\n
\n
\nassigned to Intraware as above, then Independent Contractor hereby irrevocably designates and appoints Intraware and its duly authorized officers and agents as his agent and attorney in
\nfact, to act for and in his behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or
\ncopyright registrations thereon with the same legal force and effect as if executed by it. <\/p>\n<\/ul>\n<\/ul>\n
\nIntraware, Independent Contractor will deliver to Intraware (and
\nwill not keep in his possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints,
\nsketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by it pursuant to his performance of services for Intraware or otherwise belonging
\nto Intraware, its successors or assigns, including, without limitation, those records maintained pursuant to paragraph 3(d). Upon termination of the Independent Contractor’s services for
\nIntraware, Independent Contractor agrees to sign and deliver the “Termination Certification” attached hereto as Attachment 1.<\/i><\/p>\n
\ntermination of his relationship with Intraware for any reason, whether with or without cause, Independent Contractor shall not either directly or indirectly solicit, induce, recruit or encourage any
\nof Intraware’s employees to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of Intraware, either for itself or for any
\nother person or entity. <\/p>\n\n
\nDeleted] <\/dd>\n<\/dl>\n
\nterms of this Agreement. Independent Contractor represent that his performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired
\nby it in confidence or in trust prior to his retention by Intraware. Independent Contractor have not entered into, and Independent Contractor agrees it will not enter into, any oral or written
\nagreement in conflict herewith. <\/p>\n
\nirreparable injury for which Intraware shall have no adequate remedy at law. Accordingly, if Independent Contractor breaches or threatens to breach any of Independent Contractor’s obligations under
\nthis Agreement, Intraware shall be entitled, without proving or showing any actual damage sustained, to a temporary restraining order, preliminary injunction, permanent injunction and\/or order
\ncompelling specific performance to prevent or cease the breach of Independent Contractor’s obligations under this Agreement. Nothing in this Agreement shall be interpreted as prohibiting Intraware
\nfrom obtaining any other remedies otherwise available to it for such breach or threatened breach, including the recovery of damages. <\/p>\n
\nIndependent Contractor, including, but not limited to, those involving the construction or application of any of the terms, provisions or conditions of this Agreement or otherwise arising out of or
\nrelating to this Agreement, shall be settled by arbitration in accordance with the then-current commercial arbitration rules of the American Arbitration Association, and judgment on the
\naward rendered by the arbitrator(s) may be rendered by any court having jurisdiction thereof. Intraware and the Independent Contractor shall share the costs of the arbitrator equally but shall each
\nbear their own costs and legal fees associated with the arbitration. The location of the arbitration shall be in San Francisco, California. <\/p>\n
\n\n
\n
\nContractor hereby expressly consents to the personal jurisdiction of the state and federal courts located in California for any lawsuit filed there against it by Intraware arising from or relating to
\nthis Agreement. <\/p>\n<\/dd>\n
\nrelating to the subject matter herein and supersedes all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this agreement, will be
\neffective unless in writing signed by the party to be charged. Any subsequent change or changes in Independent Contractor’s duties, salary or compensation will not affect the validity or scope of this
\nAgreement. <\/p>\n<\/dd>\n
\nin full force and effect. <\/p>\n<\/dd>\n
\nrepresentatives and will be for the benefit of Intraware, its successors, and its assigns. <\/dd>\n<\/dl>\n<\/ul>\n\n
\n
\nis executing this Agreement voluntarily and without any duress or undue influence by Intraware or anyone else; and <\/p>\n<\/dd>\n
\nhas carefully read this Agreement. Independent Contractor has asked any questions needed for it to understand the terms, consequences and binding effect of this Agreement and
\nfully understand them, including that Independent Contractor is waiving his right to a jury trial by signing below; and <\/p>\n<\/dd>\n
\nsought the advice of an attorney of his choice if Independent Contractor wanted to before signing this Agreement. <\/dd>\n<\/dl>\n<\/ul>\n\n
\n INTRAWARE, INC.<\/td>\n <\/td>\n MARK P. LONG<\/td>\n<\/tr>\n \n \nBy:<\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n <\/td>\n \n
<\/td>\n <\/td>\n \n
<\/td>\n<\/tr>\n\n \nName:<\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n <\/td>\n \n
<\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n \nTitle:<\/td>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n <\/td>\n \n
<\/td>\n <\/td>\n <\/td>\n<\/tr>\n<\/table>\n
\n
INTRAWARE, INC.
TERMINATION CERTIFICATION
<\/b><\/p>\n
\nnotes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items
\nbelonging to Intraware, Inc., its subsidiaries, affiliates, successors or assigns (together, the “Intraware”). <\/p>\n
\nContractor further certifies that it has complied with all the terms of Intraware’s Contractor Confidential Information, Invention Assignment and Arbitration Agreement
\nsigned by it, including the reporting of any inventions and original works of authorship (as defined therein), conceived or made by it (solely or jointly with others) covered by that agreement. <\/p>\n
\nContractor further agrees that, in compliance with the Contractor Confidential Information, Invention Assignment, and Arbitration Agreement, it will preserve as
\nconfidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental
\nwork, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of Intraware or any of
\nits employees, clients, consultants or licensees. <\/p>\n
\nContractor further agrees that for twelve (12) months from this date, Independent Contractor will not hire any employees of Intraware and Independent Contractor
\nwill not solicit, induce, recruit or encourage any of Intraware’s employees to leave their employment. <\/p>\n\n
\n Date:<\/td>\n <\/td>\n \n
<\/td>\n <\/td>\n \n
<\/td>\n<\/tr>\n\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n Signature<\/td>\n<\/tr>\n \n \n <\/td>\n <\/td>\n \n <\/td>\n <\/td>\n <\/p>\n
<\/td>\n<\/tr>\n\n <\/td>\n <\/td>\n <\/td>\n <\/td>\n Name of Independent Contractor (typed or printed)\n<\/td>\n<\/tr>\n<\/table>\n
SIGN ONLY WHEN AGREEMENT IS TERMINATED]
<\/b><\/p>\n