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Exhibit 10.7
INDEPENDENT CONTRACTOR
AGREEMENT
This
Independent Contractor Agreement ("Agreement") is made as of
November 29, 2006 (the "Effective Date"), by and between
Bridgepoint Education, Inc. (the "Company") and Robert Hartman
("Contractor") (collectively the "Parties").
The
Parties agree as follows:
1.
Term of Agreement.
The Company hereby engages Contractor to
provide consulting services to the Company for the period
commencing on the Effective Date (the "Commencement Date"), and
ending as hereinafter provided in Section 4 (the "Term").
Contractor's services to the Company, and the Company's and
Contractor's obligations to each other, shall terminate
simultaneously with the termination of this Agreement.
2.
Services.
During the Term, Contractor shall render
such services as the Company may from time to time request of
Contractor related to operational and strategic planning for the
Company based on Contractor's experience in the for-profit
educational industry. Contractor is engaged to put forth
Contractor's best efforts using Contractor's skills, experience and
knowledge to the best of Contractor's professional ability.
Contractor will dedicate an average of 10-20 hours per month
to performing consulting services for the Company. Contractor will
complete projects assigned by the Company within the time
designated. Contractor shall give prompt notice to the Company
whenever Contractor becomes aware of any inability to promptly
perform services under this Agreement.
3.
Compensation.
During the Term, the Company shall pay
directly to Contractor, a fee equivalent to $20,000 per year (the
"Fee"). The Fee shall be payable to Contractor in the amount of
$10,000 bi-annually beginning on December 31, 2006. For any
year in which Contractor works only a portion of the year, the
Company shall pay Contractor a pro-rata amount of the
Fee.
4.
Term. The
Term shall commence on the Commencement Date and shall continue
during the period ending on the one (1) year anniversary of
the Commencement Date. Thereafter, the Term shall be extended
automatically without further action by either party by one
(1) additional year, first on the first anniversary of the
Commencement Date, and on each succeeding anniversary thereafter,
unless, not later than sixty (60) days prior to the end of the
Term (including any extension thereof), either the Company or the
Contractor shall have notified the other in writing of its
intention not to renew this Agreement.
5.
Termination.
This Agreement may be terminated in one of
the following two ways. In the event of termination, the Company
shall pay Contractor all fees earned through the date of
termination. Contractor and the Company agree that once this
payment has been made, the Company shall have no further
liabilities whatsoever to Contractor.
(a)
Without Cause.
This Agreement may be terminated by either
Party without cause upon sixty (60) days prior written notice
to the other Party.
(b)
Cause. The
Company may terminate this Agreement without notice at any time for
Cause. In this Agreement, the term "Cause" means: (A) the
commission of an act or omission which would constitute a felony;
(B) negligence or malfeasance; (C) breach of fiduciary
duties to Company, (D) neglect of duties or (E) any other
action or omission which could reasonably be expected to adversely
affect the Company's business, financial condition, prospect or
reputation or the Contractor's performance of his
duties.
6.
Independent Contractor.
6.1
No Employment Relationship.
Contractor, in performance of services
under this Agreement, is acting as an independent contractor, and
will not be considered an employee of the
1
Company for any
purpose. It is not the Parties' intent, and nothing herein shall be
construed, to create between Contractor and the Company the
relationship of employer/employee, partners or joint venturers.
Contractor is engaged in an independent business separate and apart
from the Company and as such has the right to control the manner,
method and means by which Contractor's work is performed. The
Company shall not have the right to, nor shall the Company in fact,
control the manner, metho