INTRALINKS,INC. INDEPENDENT CONTRACTORSERVICES AGREEMENT (Individual)

 

2.

Services.

 

3.

Compensation.

 

1.

Employee acknowledges that Employee’s employment will be terminated as a result of Employee’s resignation effective December 31st, 2010.

 

2.

Nothing in this Agreement shall be construed to prevent Employee from filing a Charge with, or participating in an investigation conducted by any governmental agency, including, without limitation, the United States Equal Employment Opportunity Commission (EEOC), or applicable state/city fair employment practices agency, to the extent required or permitted by law.  Nevertheless, Employee gives up the right to receive any relief whatsoever, including but not limited to financial benefit or monetary recovery from any lawsuit filed or settlement reached by the EEOC or anyone else with respect to any claims released and waived in this Agreement.

 

3.

Notwithstanding paragraph 5, Employee understands and agrees that by signing this Agreement Employee is not releasing claims that relate to: (i) any claims arising after the date Employee signs this Agreement; (ii) any claims for enforcement of this Agreement or the Consulting Agreement; (iii) any rights or claims to workers’ compensation or unemployment benefits; (iv) claims for accrued, vested benefits under any employee benefit plan of the Company in accordance with the terms of such plans and applicable law; (v) any claims or rights which cannot be waived by law and/or (vi) any continuing rights for indemnification under any indemnification agreement, insurance policy or program of the Company or its affiliates, or charter or bylaws of the Company in effect as of December 31, 2010.

 

4.

For good and valuable consideration including but not limited to the opportunity to enter into the Consulting Agreement, Employee, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby voluntarily and unconditionally releases and waives his rights to pursue any and all legal claims, rights, debts, liabilities, demands, causes of action, obligations, complaints, grievances, losses, covenants, contracts, agreements, promises, damages, lawsuits or administrative proceedings in United States federal or state courts or administrative agencies, known or unknown, suspected or unsuspected, arising from the beginning of the world through the date of this Release agreement, against the Company, its employee benefits plans, parent, subsidiary or affiliated companies, and/or their respective present or former directors, officers, employees, agents and fiduciaries, including, without limitation, any claims, lawsuits or administrative proceedings arising out of or in any way relating to the Employee's employment with the Company, termination or resignation from such employment.  This release and waiver shall include, but is not limited to, any and all claims of unlawful employment discrimination in regard to citizenship, immigration status, national origin, gender, sexual orientation, religion, race, physical or mental disability, marital status or age, whether such claims may be brought pursuant to state or local law or the federal equal employment, fair employment, civil or human rights laws, codes, ordinances, or the laws of the United States, including, but not limited to, the Americans With Disabilities Act, the Worker Adjustment and Restraining Notification Act,  the Age Discrimination in Employment Act, the Older Workers' Benefit Protection Act, Title VII of the Civil Rights Act, as amended, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, as amended, the Fair Labor Standards Act, as amended, New York's Executive Laws, New York’s Labor Laws, New York City Human Rights Laws, the California Fair Employment and Housing Act, any provisions of the California Labor Code pertaining to hours of work or the payment of wages, including (but not limited to) California Labor Code sections 200-272, 500-558, 1171-1205, any Wage Orders promulgated by the California Industrial Welfare Commission, and any and all claims arising out of his employment or lack of employment with the Company.  This release and waiver shall further include, but not be limited to, all claims under local, state and federal law, including, but not limited to, wrongful employment termination, breach of express or implied contract of employment, defamation, intentional infliction of emotional distress, negligent infliction of emotional distress, express or implied tort, invasion of privacy, retaliation, breach of the covenant of good faith and fair dealing, or any other tort or contract claim, or other claims for punitive or compensatory damages relating in any manner whatsoever to Employee’s employment or lack of employment with the Company.

 

5.

With respect to any claim of age discrimination brought pursuant to the ADEA, it is expressly understood that Employee is hereby waiving rights or claims under this Act in a “knowing and voluntary” manner, in accordance with the meaning of those terms as set forth in 29 U.S.C. §626(f)(1).  In connection therewith, Employee, by signing this Agreement, hereby acknowledges and represents that:

 

a.

She/he has been advised that she/he has the opportunity to consult with an attorney in connection with the execution of this Agreement, and that she/he has a period of up to twenty one (21) days in which to consider this Agreement, including his waiver of statutory rights for age discrimination under this Agreement; and

 

b.

in accordance with the provisions of 29 U.S.C. §626(f)(1), she/he shall have a period of seven (7) days following the execution of this Agreement in which to revoke this Agreement by providing written notice of such revocation by hand or overnight courier service (e.g. FedEx, UPS) delivery to:

 

6.

In further consideration of the Company’s willingness to pay amounts provided for in this Agreement to which Employee is not otherwise entitled, Employee hereby agrees:

 

a.

Not to make any critical or disparaging statements about the Company;

 

b.

Not to allege that the ending of Employee’s employment relationship with the Company suggests any violation of law or Company policy;

 

c.

Not to engage in actions contrary to the interests of the Company except: (i) to pursue or enforce enforce any rights reserved in paragraph 3 above; or (ii) to the extent required by law; provided, however, that if Employee receives a subpoena or similar demand relating in any way to the Company, Employee shall promptly notify the Company so that the Company shall have the ability to seek an appropriate protective order prior to Employee making any disclosure in response to such subpoena or demand;

 

d.

Not to remove from the custody of the Company, any documents, facsimiles, computer tapes, disks or printouts, or other written or electronically-produced information of a confidential nature;

 

e.

To return to the Company any Company property in the Employee’s possession or otherwise given to Employee for his use, including but not limited to, credit cards, computers (laptops, desktops, PDAs, etc.), cell phones, keys, identification badges, Company property, assets, manuals, notes, reports, agreements of any kind or nature belonging to or pertaining to the Company;

 

f.

To pay in full any outstanding balance on any corporate credit card issued to Employee; and

 

g.

To give to the Company all passwords/encryption keys for Company-related files which are password protected/encrypted.

 

7.

The Employee represents and warrants that neither he nor any other person or entity on his behalf has made or filed any complaint, charge, or grievance against the Company with any local, state or federal agency or department, including but not limited to, the U.S. Department of Labor, New York Department of Labor and/or the California Division of Labor Standards Enforcement, California Department of Fair Employment and Housing, , or the Equal Employment Opportunity Commission.

 

8.

This Agreement covers and includes all claims that the Employee has against the Company, whether actually known or not, despite the fact that California Civil Code Section 1542 may provide otherwise.  Each party expressly waives all rights and benefits available to him / it in any capacity under the provisions of Section 1542, which provides as follows:

 

i.

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known must materially affect the settlement with the debtor.

 

9.

Employee affirms that, in making this Agreement, he is not relying on, and has not relied on, any representation or statement by the Company or its attorneys with respect to any facts surrounding the termination of his employment or rights he may have or assert in connection therewith.  The Employee fully understands and warrants that, if any fact on which he relied in executing this Agreement be found thereafter to be other than, or different from, the facts now believed by him to be true, Employee expressly accepts and assumes the risk of such possible difference in fact and acknowledges that this Agreement shall be and remains effective notwithstanding any such difference in fact.

10.

In the event Employee so notifies the Company in writing of his decision to revoke this Agreement within the Revocation Period, he will waive and forfeit any entitlement to the amounts identified in the Consulting Agreement, and the Company shall have no further obligation to make said payments to Employee. Both parties understand that Employee’s decision to terminate this Agreement operates to terminate Employee’s employment effective as of December 31, 2010.

11.

This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their heirs, administrators, executors, representatives, successors, and assigns.  Employee represents and warrants that no person other than Employee has any interest or right in the matters referred to herein, that Employee has the sole right and exclusive authority to execute this Agreement, and that Employee has not sold, assigned, transferred, conveyed, or otherwise disposed of any claim or demand relating to any matter covered by this Agreement.

12.

Should any of the provisions set forth herein be determined to be invalid by any court, agency or any other tribunal of competent jurisdiction, such determination shall not affect the enforceability of the other provisions herein and, to this end, the provisions of this Agreement are declared to be severable.

13.

No other consideration has or will be furnished or paid other than the consideration herein recited.

14.

Employee and Company agree that this Agreement may be executed in multiple counterparts, including a facsimile copy, and that it is the intent of Employee and Company that a copy of this Agreement signed by either Employee or Company shall be deemed to constitute an original, and shall be fully enforceable against such party.

15.

This written Consulting Agreement and Release embodies the entire understanding and agreement of the parties hereto in relation to the subject matter hereof, and, with exception to the promises, agreements, and covenants referenced in paragraph 16, no promise, condition, representation or warranty, express or implied, not set forth herein shall bind any party hereto.  No provision of this Agreement may be modified, waived or discharged, unless such modification or discharge is agreed to in a written document signed by both parties to this Agreement.  No waiver by either party hereto of any breach by the other party of any provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions at the same or at any prior or subsequent time.  No such waiver by the Company shall be effective unless it shall be set forth in writing and signed by the President of the Company.

16.

Notwithstanding any provision hereof to the contrary, nothing in this Agreement shall supersede, cancel, or otherwise affect any provisions of any confidentiality, non-competition and/or non-solicitation agreement and restrictive covenants in effect between the Employee and the Company which survive the termination of Employee’s employment with Company.  Employee further acknowledges the Company is and shall remain the sole owner of all rights, title, and ownership, intellectual property, and other interests in and to any and all inventions, original works of authorship, developments, discoveries, improvements, derivative works, algorithms, file layouts, formulas, computer programs, source or object code, compositions, trade secrets, designs, processes, techniques, know-how and data, innovations and ideas, whether or not patentable, including, but not limited to, information regarding products, procedures, methods, equipment, compositions, technology, formulas, research and development programs, sales methods, cost of production and overhead, customer lists, customer usages and requirements, and other confidential technical or business information, which Employee has solely or jointly conceived or developed or reduced to practice within the scope of his employment with the Company.  Employee acknowledges that all original works of authorship which have been made by him (solely or jointly with others) within the scope of employment and which are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act of 1976, as amended.

17.

The interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York, without giving effect to the choice of law provisions of such jurisdiction.  New York courts shall be the forum for resolving any dispute relating to or arising under this Agreement.  The Employee irrevocably submits to the exclusive jurisdiction of the federal and state courts for the State of New York for purposes of any action, suit, or other proceeding arising out of or relating to this Agreement.

____________________________________

_______________________

Gary Hirsch

Date