Exhibit
10.9
CONSULTING
SERVICES AGREEMENT
THIS
CONSULTING SERVICES AGREEMENT ("Agreement") is dated the day of 1st
day of August 2007 (the "Effective
Date") and is made by and between Comcast Cable Communications Management,
LLC,
a Delaware limited liability company, on behalf of itself and its designated
affiliates and subsidiaries ("Comcast"), and Information Systems Associates,
Inc., a Florida corporation ("Consultant").
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A.
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The
parties desire for Consultant to perform certain consulting services,
as
further described herein, for Comcast and its affiliates, subject
to the
terms and conditions herein.
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B.
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This
Agreement shall govern all statements of work between Consultant
and
Comcast during its term.
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In
consideration of the mutual covenants, terms and conditions contained in
this
Agreement, the parties agree as follows:
1. Statement
of Work. Consultant shall perform the consulting services (the
"Services") as set forth in the statement(s) of work agreed to by the parties
in
writing and incorporated by reference into this Agreement (each, a "Statement
of
Work").It shall be Consultant's sole and exclusive responsibility to obtain
all
necessary licenses and/or permits and to comply with all codes, laws, rules
and
regulations in performing the Services hereunder. Consultant shall perform
the
Services to Comcast's reasonable satisfaction and Consultant shall, at Comcast's
reasonable request, re-perform, at its sole cost and expense, all Services
unsatisfactory to Comcast, provided that Comcast notifies Consultant of such
unsatisfactory Services within thirty (30) days of delivery of such Services
(the "Acceptance period").If Comcast fails to notify Consultant of any
unsatisfactory Services during the applicable Acceptance Period, such Services
shall be deemed satisfactory and accepted by Comcast. In addition,
Consultant shall perform all Services using the degree of skill, care, and
judgment consistent with customarily accepted good business practices and
otherwise in accordance with any specifications set forth in the Statement
of
Work.
2. Independent
Contractor. This Agreement is intended to create an independent contractor
relationship between the parties for the purposes of Federal, state and local
law, including the Internal Revenue Code of 1986, as amended. Consultant
shall
provide workers' compensation benefits and unemployment compensation coverage
for its employees as required by applicable law. Because Consultant's employees
and contractors are not employees of Comcast, Consultant's employees and
contractors are not entitled to any benefits to which Comcast employees may
be
entitled under Comcast policies or as otherwise required by law. Comcast
will
not withhold any taxes from any amounts payable to Consultant under this
Agreement and will not make any PICA or other contributions on behalf of
or for
the benefit of Consultant or Consultant's employees and contractors. Comcast
will provide Consultant on a timely basis a Form 1099 or other appropriate
form reporting compensation paid to Consultant under this Agreement. Nothing
in
this Agreement will be construed or implied to create a relationship of agency,
partnership, affiliates, joint employers, or joint ventures. Consultant is
free
to do work for other entities during the term of this Agreement, subject
to the
confidentiality and non-disclosure obligations of this Agreement and any
separate agreement or agreements with respect to confidentiality and
non-disclosure of Comcast information. Neither party will have the power
or
authority to act for the other in any manner or to create obligations or
debts
which would be binding on the other. Neither party will be responsible for
any
obligation of the other or be responsible for any act or omission of the
other.
3. Compensation.
In consideration for the provision by Consultant of the Services, Comcast
shall
pay to Consultant the compensation as set forth in each Statement of Work
(the
"Compensation").Comcast shall pay invoices for acceptable services it receives
from Consultant within forty-five (45) days of receipt. In addition, Comcast
shall reimburse Consultant for actual and reasonable travel and other
work-related out-of-pocket expenses incurred in the performance of the Services,
upon submission and approval of invoices for such costs. Consultant shall
provide Comcast, at Comcast's request, reasonable verification of the
out-of-pocket expenses billed to Comcast.
4. Term
of the Agreement. Unless otherwise terminated as specified elsewhere in this
Agreement, the term (the "Term") of this Agreement will commence on the
Effective Date and will continue until the earlier of (i) two (2) years after
the Effective Date, (ii) completion of all the Services under all outstanding
Statements of Work, or (iii) termination of all Statements of Work by Comcast
at
any time and for any reason (such date being the "Termination Date").
Notwithstanding the foregoing, if this Agreement shall expire in accordance
with
Section 4(i) above, the Agreement shall continue to govern any outstanding
Statements of Work until all Services thereunder are completed. The provisions
of sections 7, 8, 9, 10, 11, 12 and 19 of this Agreement shall survive the
termination of this Agreement.
5. Termination.
This Agreement or any individual Statement of Work may be immediately terminated
by Comcast, without liability, if Consultant violates any of the terms of
this
Agreement or fails to materially comply with specifications of this Agreement
or
an applicable Statement of Work, including without limitation, failure to
adequately perform any of the Services or meet any of the deadlines, milestones,
objectives or schedules as described in the Statement of Work, which remains
uncured for thirty (30) calendar days. Comcast will pay Consultant for Services
performed and pre-approved expenses incurred up to the date of notice.
Consultant may terminate this Agreement or any individual Statement of Work,
without liability, if Comcast fails to timely pay the Compensation and
reimburse reasonable expenses in accordance with Section 3 of this Agreement,
provided that Consultant has first given Comcast thirty (30) days notice
and
opportunity to cure. Automatically upon termination or expiration of this
Agreement, and at any time upon the request of Comcast, Consultant will promptly
deliver or cause to be delivered to Comcast all physical embodiments of the
Comcast Work in the possession or control of Consultant or in the control
of any
third party retained by or at the instance of Consultant.
6. Termination
for Convenience. This Agreement or any Statement of Work may be terminated
by Comcast in whole or in part for its convenience at any time by giving
Consultant at
least
thirty (30) days written notice of termination specifying the extent to which
the Agreement and/or any Statement of Work is (are) terminated and the date
upon which such termination becomes effective. Comcast will pay Consultant
for
Services performed and pre-approved expenses incurred up to the date of
termination of this Agreement. Automatically upon termination or expiration
of
this Agreement, and at any time upon the request of Comcast, Consultant will
promptly deliver or cause to be delivered to Comcast all physical embodiments
of
the Comcast Work in the possession or control of Consultant or in the control
of
any third party retained by or at the instance of Consultant. Consultant
agrees
that termination of this Agreement under this section shall not constitute
a
breach of or default under this Agreement by Comcast and such termination
shall
be without further liability. The termination of a Statement of Work under
Section 5 or 6 shall not terminate this Agreement; however, if this Agreement
is
terminate by either party prior to the natural expiration of its term in
accordance with Section 4, then all outstanding Statements of Work shall
be
deemed terminated as well.
7. Records.
Consultant shall maintain accurate records relating to the Services and the
performance of its duties hereunder. All records shall be maintained by
Consultant for at least three (3) years after the termination of this Agreement,
and shall be available for inspection and duplication by Comcast at
Comcast's sole expense during normal business hours. Consultant
shall, upon a request by Comcast, promptly prepare and deliver to Comcast
reports regarding its activities and expenses in connection with this
Agreement.
8. Intellectual
Property Rights. Consultant represents and warrants that Comcast will be the
sole and exclusive owner of all rights, title and interest in all ideas,
concepts, inventions, expressions, information, material and
works of authorship, whether written, pictorial, audio, video,
digital, electronic, or otherwise, regardless of the location, possession,
form
or physical embodiment, including, without limitation, presentations, outlines,
plans, programs, programming code, systems, work
notes, drafts, specifications, analyses, data, surveys,
print copy, artwork, plates, photo negatives and positives, boards, preliminary
outlines, sketches, maps, letters, invoices, proposals, databases, and reports
(including any developments, modifications, improvements, and derivative
works
to existing products, services, technology, and confidential information
of
Comcast), patentable or unpatentable, prepared in connection with this Agreement
and the performance of the Services, whether conceived or made by Consultant
alone or with others (collectively, the "Comcast Work").Notwithstanding the
foregoing, Comcast Work shall not include Consultant's know how, techniques
or
software used by Consultant generally, including, but not limited to, that
which
is set forth on Exhibit A. Consultant hereby acknowledges and agrees that
the
Comcast Work, and any parts thereof, are specially ordered or commissioned
by
Comcast and shall be considered works made for hire as such term is defined
in
the United States Copyright Act of 1976, 17 U.S.C. § 101. Comcast shall be
considered the author for purposes of copyright and shall own all copyright
rights in the Comcast Work. To the extent that any copyrights or other
intellectual property rights in the Comcast Work do not vest in Comcast as
a
work made for hire, Consultant hereby irrevocably assigns to Comcast, its
successors and assigns, any and all rights, title and interest that Consultant
has in any of the Comcast Work, including, but not limited to, copyrights,
trade
secrets, patents, trademarks and other intellectual property rights, whether
now
known or hereafter to become known, for the respective
maximum terms of protection available throughout the world. Notwithstanding
any provision of the Copyright Act, specifically the joint authorship provisions
and the collective-work provisions, which may cause copyrights to vest initially
in Consultant, any and all copyrightable works prepared either in whole or
in
part by Consultant under this Agreement, are initially, shall be, or shall
become, owned solely by Comcast. During the Term of, and following termination
of, this Agreement, Consultant will not use, or submit to or permit the use
by
anyone, of any Comcast Work in whole or in part without Comcast's prior written
consent, which it may withhold or give in its sole and absolute
discretion.
9. Indemnification.
Consultant, at its sole cost and expense, shall indemnify, defend and hold
harmless Comcast from and against any and all damages, claims, liabilities,
judgments, actions, lawsuits, executions, costs (including reasonable attorneys'
fees and costs and expenses of legal actions) and expenses arising out of,
incurred by or brought against Comcast to the extent that they based on (a)
a
claim that the use of the Comcast Work in accordance with the specifications
set
forth in the any and all Statements of Work or provision of Services infringes
any patent, copyright, trade secret, trademark or other intellectual property
right of any third party ("IP Claims"); (b) any breach or inaccuracy of any
covenant, representation or warranty by Consultant of this Agreement; (c)
the
negligence or willful misconduct of Consultant, its
officers, employees, agents, and/or representatives; and/or
(d) assertions under workers' compensation or similar employee benefit acts
by Consultant or its employees or agents. Comcast agrees to notify Consultant
promptly in writing of any IP Claim, to permit Consultant to defend, compromise
or settle the claim and to provide reasonably available information and
assistance regarding such IP Claim; provided that: (i) if Consultant fails
to
promptly retain defense counsel for any such IP Claim, Comcast, at Consultant's
expense, may retain its own defense counsel and defend against such claim;
and
(ii)any proposed settlement to which Comcast is a party shall be subject
to the
prior approval of Comcast. Should any Comcast Work, become the subject of
an IP
Claim, Consultant shall either (i) procure for Comcast, at no cost to Comcast,
the right to continue to use the Comcast Work, (ii) replace or modify the
Comcast Work at no cost to Comcast, to make the Comcast Work non-infringing,
provided that the replacement or modified Comcast Work
provides substantially similar functionality and performance, in
Comcast's reasonable opinion; or (iii) if neither (i) or (ii) are possible,
in
addition to the indemnification set forth in this section, Consultant shall
refund all fees paid by Comcast to Consultant for such Comcast
Work.
10. Cooperation
In Legal and Business Matters. Consultant agrees to reasonably cooperate
with Comcast in connection with any legal or business matter, including,
without
limitation, any dispute, claim or lawsuit, relating to the Services provided
by
Consultant pursuant to this Agreement. Comcast will compensate Consultant
reasonably for such services unless such dispute, claim or lawsuit arises
from
Consultant's negligence or the infringement of any intellectual property
right
or third party right arising from the Services (in whole or in part). Comcast
will have the right to obtain and hold in its own name the patents, copyrights
and trademarks, any registrations, renewals and
extensions thereof, and any other rights or protections
which may be available or become available in the Comcast Work. Consultant
will
provide reasonable assistance to Comcast to obtain and enforce the rights
and
protections relating to the Comcast Work in any and all countries. Assistance
of
Consultant includes executing all documents for use in obtaining and enforcing
such patent, copyright, trademark, and other rights and protections in the
Comcast Work, as Comcast may desire, and any assignments. Consultant hereby
irrevocably designates and appoints Comcast and its duly authorized officers
and
agents as Consultant's agent and attorney-in-fact, to act for and in
Consultant's behalf and stead to obtain, perfect and protect Comcast's
proprietary rights in the Comcast Work, with the same legal force and
effect as if executed by Consultant, if Comcast is unable to obtain for any
reason, after reasonable effort, Consultant's consent, or signature on any
document.
11.1 No
Disclosure. Consultant agrees that during and after the term of this
Agreement, neither Consultant nor any person, firm, corporation or other
entity
affiliated with, owned in whole or in part by, employed by or otherwise
connected with Consultant, shall directly or indirectly, without the express
written consent of Comcast, divulge, use, sell, exchange, furnish, give away,
or
transfer in any way any Confidential Information (as hereinafter defined)
of
Comcast.
11.2 Purpose of
Access. Consultant acknowledges that any Confidential
Information that has been disclosed to it by Comcast has been disclosed solely
for the purpose of enabling Consultant to perform its duties hereunder.
Consultant agrees that all Confidential Information, whether provided by
Comcast
prior to or after the commencement date h ereof, is the exclusive property
of Comcast, and further agrees that all of Comcast's subscribers are and
shall
remain customers of Comcast.
11.3 Compelled
Disclosure. If Consultant is served with any form of process purporting to
require Consultant to disclose any Confidential Information to any third
party,
Consultant shall immediately notify Comcast who shall have the right to seek
to
quash such process. In the event that the disclosure of any Confidential
Information is compelled, Consultant shall disclose the minimal Confidential
Information necessary to comply with the compelled
disclosure.
11.4 Confidential
Information Defined. The term "Confidential Information" shall include,
without limitation, information provided to Consultant by Comcast that Comcast
has designated as confidential; this Agreement (and all amendments thereto)
and
all of its terms and conditions; all manuals and training materials provided
to
Consultant by Comcast; the names, addresses, e-mail addresses and telephone
numbers of all subscribers and prospective subscribers to any product or
service
offered by Comcast, as well as any other personally identifiable information
relating to such subscribers ("PII"); any other information relating to any
Comcast's subscribers, including all lists or other records containing any
such
information, even if such information is aggregated; and all financial,
technical, business, and credit information relating to Comcast, including
without limitation, all market analyses and market expansion plans, all revenue
and profit analyses and projections and all commission structures and
statements; all technical information relating to Comcast, including, without
limitation, all implemented or planned product and service improvements or
changes, and all information about Comcast's network configuration, plant
or any
equipment attached thereto; and all other information relating to the
operations of Comcast which was disclosed or provided to Consultant or became
known to Consultant through its relationship with Comcast; and all other
information not generally known to the public relating to Comcast. Confidential
Information shall not include any information (i) that is or comes into the
public domain through no fault of Consultant, (ii) that is rightfully in
the
possession of Consultant in written form as of the Effective Date heretofore
hereafter independently developed by Consultant without reference to any
Comcast's Confidential Information, or (iii) that is required to be disclosed
by
order of a court or tribunal of competent jurisdiction or by any law (provided
it is disclosed in accordance with Section 11.3).
11.5 Subscriber
Information. Consultant hereby acknowledges that Comcast has a special
responsibility under the law to keep PII private and confidential. Consultant
also acknowledges that the PII to which it will have access pursuant to this
Agreement constitutes Comcast Confidential Information and that Consultant
in no
way possesses or shall gain possession of any ownership or other proprietary
rights with respect to such PII. Consultant acknowledges and understands
that
PII is subject to the subscriber privacy protections set forth in Section
631 of
the Cable Communications Policy Act of 1984, as amended (47 U.S.C. Sec. 551),
as
well as other applicable federal and state laws. Consultant agrees that it
shall
use such information in strict compliance with Section 631 and all other
applicable laws governing the use, collection, disclosure and storage of
such
information. Consultant further agrees to restrict disclosure of such PII
to
those Consultant employees or sub-contractors with a need to know and who
are
bound by the confidentiality provisions herein and shall not further disclose
such information to any third Party without the prior written consent of
Comcast.
11.6 Usage
Data. Confidential Information shall include any and all usage data,
activity data or other information collected from or about or otherwise
regarding Comcast's Subscribers whether in individual or aggregate form.
Such
Usage Data ("Usage Data") is and shall remain the property of Comcast. To
the
extent that Consultant has access to or collects such Usage Data, it does
so
solely on behalf of Comcast pursuant to Consultant's obligations hereunder
and
shall maintain the confidentiality of such data and shall treat in accordance
with Comcast's then applicable privacy policies, privacy statements and
applicable law. Consultant shall not use Usage Data for any purpose not in
compliance with its obligations under this Agreement and shall not disclose
such
data, whether in aggregate or individual form, to any third party except
as
required to be disclosed by order of a court or tribunal of competent
jurisdiction or by any law (and then only in accordance with Section 11.3).
Consultant shall not collect or maintain such Usage Data except to the extent
necessary to perform its obligations under this Agreement.
11.7 Security.
All PII and Usage Data that is collected, stored or otherwise maintained
by
Consultant pursuant to this Agreement shall be maintained in
a secure environment that meets industry standards. Any PII or Usage Data
that is collected or obtained by Consultant must be stored and transmitted
in
encrypted or otherwise secure form. In the event of a breach of security
of any
system, website, database, equipment or storage medium or facility that results
in unauthorized access to PII or Usage Data by any third party, Consultant
shall
notify Comcast immediately shall resecure its systems
immediately.
11.8 Remote
Access. To the extent that Consultant is authorized to gain remote access to
Comcast's networks or equipment for purposes of performing its obligations
hereunder, Consultant shall ensure that (a) such access is restricted to
authorized employees; (b) it provides Comcast with a list of all such authorized
employees; (c) such remote access is used solely for purposes of fulfilling
Consultant's obligations under this Agreement; (d) such remote access is
obtained through a secure connection; and (e) Consultant uses such remote
access
capability only to access equipment or software that is directly involved
in
Consultant's performance or res obligations hereunder and does not access
any
other Comcast or third party systems, databases, equipment or software. Upon
Comcast's request, Consultant will provide periodic security audits of its
access system and methods and will change authentication elements periodically
to maintain the integrity and security of Consultant's
access.
11.9 No
Publicity. Consultant shall not issue a press release or any other publicity
(including listing Comcast in a customer list) relating to this Agreement
or the
fact that Consultant is providing any services to Comcast without Comcast's
prior written approval.
11.10 Destruction/Return
of Information. Upon the expiration or termination of this Agreement or upon
Comcast's request, Consultant shall return all Confidential Information to
Comcast or at Comcast's option, destroy all Confidential Information and
provide
within ten (10) business days of Comcast request, a written certification
signed
by an officer of Consultant, certifying that all Confidential Information
in all
formats, including without limitation, paper, electronic and disk form, have
been returned or destroyed, as the case may be.
12. LIMITATION
OF LIABILITY.EXCEPT IN THE CASE OF A BREACH OF CONFIDENTIALITY BY
CONSULTANT, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR
ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND
INCLUDING BUT NOT LIMITED TO ANY LOSS OF USE, LOSS OF BUSINESS, OR LOSS OF
PROFIT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE
COULD HAVE BEEN REASONABLY FORESEEN.
13. Insurance.
Consultant shall obtain and maintain throughout the Term of the Agreement
the
following insurance policies in the amounts set forth below:
Business
Liability: $1,000,000.00
Products
Completed Operations Aggregate: $2,000,000.00 General Non-PCO
Aggregate:$2,000,000.00
Technical
Services Errors and Omissions: $1,000,000.00 Workman's Compensation:As
required by applicable law (if any)
Consultant
agrees that it will not cancel or change any policy of insurance required
under
this Agreement except after thirty (30) days written notice to Comcast.
Consultant shall cause the insurance companies issuing the policies referred
to
in this section to provide in each policy that such insurance companies shall
give Comcast thirty (30) days written notice prior to any cancellation,
amendment or alteration of said insurance contract or contracts as the case
may
be. Consultant shall not commence performance of the Projects or Services
until
it has fully complied with all insurance requirements under this section
13 and
provided to Comcast satisfactory proof of such compliance.
14.
Scope Of Work: Additional Costs. If Comcast requests a change in a
Statement of Work, such change shall be made only if Comcast and Consultant
agree in writing to such change. Comcast shall have no obligation to pay
for
additional services at a cost to Comcast beyond the Compensation and expenses
described in this Agreement, unless such additional services and costs are
approved in writing by Comcast in advance.
15. Notice.
Any notices pursuant to this Agreement shall be validly given or served if
in
writing and sent by registered or certified mail, postage prepaid, or via
reputable overnight delivery service, to the following
addresses:
Comcast
Communications, Inc.
Attn:
VP
Data Center Management (Gary Aron)
Comcast
Cable Communications Management, LLC
Philadelphia,
Pa. 19102-2148
Attention:
Senior Vice President & General Counsel
Information
Systems Associates, Inc.
1151
SW
30th Street,
Suite
E
Palm
City, FL 34990
or
to
such other addresses as either party may designate to the other in writing.
Delivery of any notice shall be deemed to be effective on five (5) days after
being sent by registered or certified mail, or one (1) day, in the case of
overnight delivery service.
16. Waiver.
The waiver by either party of a breach or violation of, or failure of either
party to enforce, any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach or violation or relinquishment
of
any rights hereunder.
17. Nonexclusive Agreement.
It is expressly understood and agreed that this
Agreement does not grant Consultant any exclusive privileges or rights and
Comcast may contract with other Consultants for the procurement of comparable
Projects or Services. Comcast makes no guarantee or commitment for any minimum
or maximum amount of Projects or Services hereunder. Notwithstanding anything
to
the contrary in this Agreement or otherwise, neither party shall be prohibited,
restricted or enjoined at any time by the other from utilizing any skills
or
knowledge of a general nature acquired by such party during the course of
performing its obligations under this Agreement (provided that Consultant
does
not use any Confidential Information), including, but not limited to,
information that is publicly known or available or that could reasonably
be
acquired in the course of performing similar work.
18. Binding
Effect. This Agreement shall be binding upon and shall inure to the
benefit of the parties and their respective
heirs, successors, representatives and assigns. Notwithstanding
the foregoing, this Agreement may not be assigned by either party without
the prior written consent of the other; provided that, without obtaining
Consultant's consent, Comcast may assign its rights and obligations under
this
Agreement to (I) any affiliate of Comcast, or (ii) any party (or its affiliate)
acquiring all or substantially all of the assets or stock, by merger or
otherwise, of Comcast or any affiliate of Comcast. For purposes of this section,
"affiliate" shall mean any entity controlling, controlled by or under common
control with the referenced entity.
19. Choice
of Law. This Agreement shall be governed by and construed in accordance with
the internal laws of the Commonwealth of Pennsylvania, without regard to
conflicts of law principles thereof, regardless of its place of execution
or
performance. Any claims or controversy arising out of or relating to this
Agreement shall be brought exclusively in
any federal or state court of competent
jurisdiction located in the Commonwealth of Pennsylvania and the
parties hereby consent to personal jurisdiction or and venue in said
court.
20. Integration.
Except as expressly provided for otherwise herein, this, writing represents
the
entire agreement and understanding of the parties with respect to the subject
matter hereof and supersedes any and all previous agreements of whatever
nature
between the parties with respect to the subject matter; it may not be altered
or
amended except by an agreement in writing signed by both
parties.
21. Subcontractors.
Consultant shall not subcontract this Agreement in whole or in part to any
third
party without (i) the prior written consent of Comcast, which may be withheld
at
its sole discretion, and (ii) the prior written agreement of the proposed
subcontractor to be bound by the provisions of this Agreement. Notwithstanding
any such subcontract, Consultant shall not be relieved of its performance
or
obligations under this Agreement.
22. Force
Majeure. Neither party shall be deemed to be in default of any provision of
this Agreement for failures in performance resulting from acts or events
beyond
its reasonable control (a "Force Majeure Event") for the duration of the
Force
Majeure Event. Such Force Majeure Events shall include but not be limited
to,
acts of God, civil or military authority, terrorists, civil disturbance,
war,
strikes, fires, other catastrophes, labor disputes, parts shortages, or other
events beyond Consultant's reasonable control.
23. Counterparts
and Signatures. This Agreement may be executed in counterparts and forwarded
by facsimile transmission by the parties. Each of the representatives signing
this Agreement on behalf of the respective parties hereto represents and
warrants that he or she has been duly authorized to execute and deliver this
Agreement and that upon execution and delivery hereof, this Agreement shall
be
binding and enforceable in accordance with its terms against such party for
whom
such representative has signed.
The
parties
have executed this Consulting Services Agreement as of the date first above
written.
Comcast
Cable
Communications
Information Systems Associates, Inc.
By:
/s/ Gary W.
Aron
By: /s/ Joseph P.
Coschera
Name: Gary
W.
Aron Name: Joseph
P. Coschera
Title: Vice
President ` Title: President
Information
Systems Associates, Inc. Intellectual Property
The
intellectual property known as On Site Physical Inventory™ (a/k/a OSPI™) is the
sole property of Information Systems Associates, Inc. (Consultant) which
operates on a handheld PC device equipped with bar code scanning capabilities.
From time to time, during the term of the Agreement, the Consultant may be
required to utilize its intellectual property to provide services under a
Statement of Work. In doing so, it may also be necessary for the Consultant
to
modify its intellectual property to meet a specification not found
(non-standard) in its intellectual property. Doing so does not give any rights,
title or interest to the Comcast to this intellectual property.