Exhibit
10.64


 


CONTRACTOR
AGREEMENT


 


This Agreement (“Agreement”), effective as of September 1, 2002
(“Effective Date”), covers the provision of goods and services by David Limp,
with a principal place of business at                          (“you”) and Liberate Technologies, a
Delaware corporation with its principal place of business at 2 Circle Star Way,
San Carlos, California 94070-6200, and its subsidiaries, (collectively,
“Liberate,” “we,” or “us”).


 


1.             Services.  The parties may agree on projects in the
form attached as Exhibit A (“Project Description”).  You will provide the services set forth in
each Project Description by the stated completion dates, unless we agree to
modify or extend them, in accordance with our specifications and requirements
and to professional standards.


 


2.             Work Product.  The work that you create under this
Agreement will be wholly original, will not violate any third-party rights
(including any rights of privacy, publicity, or copyright), and will not libel
or slander any person or entity.  Such
work will belong to us, and you hereby assign and transfer all exclusive,
perpetual, and worldwide right, title and interest to it, including any moral
rights.  You will help us obtain and
enforce patents, copyrights, and other property rights and to take any steps
necessary for to perfect, register, and enforce our ownership rights.  If you do not, you hereby irrevocably
appoint us as your attorney-in-fact to do so on your behalf.


 


3.             Compensation.  We will pay you the fee set forth in each
Project Description as full compensation for your services and undertakings in
this Agreement.  We will also reimburse
you for documented travel and “out-of-pocket” expenses incurred in accordance
with our then-current travel policy (available upon request) and submitted for
reimbursement within 30 days of the end of the month in which they were
incurred.


 


4.             Taxes.  You are an independent contractor.  You will pay all taxes, withholding,
worker’s compensation insurance, self-employment and payroll taxes, and similar
obligations related to performance or payment under this Agreement, will file
all required tax returns and statements, and will maintain adequate records of
expenses that we may review or audit upon request.  We will not withhold any amounts for the payment of any taxes or
fees.


 


5.             Confidentiality.  You may have access to confidential or
proprietary information relating to our business, methods, plans, or
projects.  You will keep this
information confidential, may use it only as necessary to accomplish the work
set forth in Project Descriptions, and may disclose it only as we may authorize
in writing.  You will immediately notify
us of, and help us remedy, any unauthorized use or disclosure.  At our request or upon expiration or
termination of this Agreement, you will promptly return all originals and
copies of all documents and materials containing or derived from our
information.  These provisions will not
apply to any information that was in the public domain when we provided it to
you.


 


6.             Relationship of
the Parties.  Nothing in this
Agreement makes the parties partners, agents, or joint ventures and neither
party may obligate the other.  You are
acting as an independent contractor under this Agreement and are not entitled
to any benefits or insurance that we may provide to our employees other than as
separately agreed.  You will maintain,
and will make available for inspection at our request, proof of insurance and
Forms W-9 and 1099 for you and any of your employees.


 


7.             Assignment.  You may not subcontract or otherwise
delegate obligations under this Agreement without our written consent.


 


8.             Indemnification.  Each party will defend and indemnify the
other from any claims arising out of any breach of or delay in meeting its
obligations hereunder.


 

















 


 


9.             Termination.  This Agreement is effective as of the
Effective Date and will continue through February 28, 2003.


 


10.           Notices.  Any notice under this Agreement will be
given in writing via a recognized overnight courier for next-business-day
delivery to the following addressees (or any other addressees as the parties
may designate) at the addresses set forth above.   Notices will be deemed given when received as evidenced by a
courier receipt.


 


11.           Governing Law /
Arbitration.  The laws of the State
of California without regard to its conflict-of-laws provisions govern this
Agreement.  The parties will submit any
dispute related to this Agreement or performance hereunder (except for those
related to the ownership of intellectual property) to mandatory, final, and
binding arbitration with JAMS in San Francisco, San Mateo, or Santa Clara
County, California.  The parties will
initially share the costs of the arbitration, and the prevailing party in any dispute
will be entitled to reasonable attorneys’ fees and costs, as well as recovery
of its share of arbitration costs.  The
arbiter may order any form of equitable relief available to a court.


 


12.           Entire Agreement
/ Survival.  This Agreement
represents the entire agreement between you and us regarding the Project
Description.  The terms of this
Agreement will govern all services undertaken by you for us, and if any terms
in a Project Description conflict with this Agreement, the terms of this
Agreement will prevail.  This Agreement
may be modified only as agreed in writing by both parties.  If one or more of the provisions in this
Agreement are deemed unenforceable by law, then the remaining provisions will
continue in full force and effect.  All
sections of this Agreement except for Sections 1 (“Services”), 3
(“Compensation”), and 9 (“Termination”) will remain in effect following the
termination or expiration of this Agreement.


 


 


	
  Liberate Technologies

  	
   

  	
  Dave Limp

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Kent Walker

  	
   

  	
  /s/ David Limp

  
	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Kent Walker

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  EVP

  	
   

  	
   

  



 


 


2

















 


 


EXHIBIT
A


 


PROJECT
DESCRIPTION # 1


 


This Project Description, effective as of September 1, 2002, is an
exhibit to the Contractor Agreement, effective as of September 1, 2002, between
David Limp, with its principal place of business at                                 and any subsidiaries, employees,
and agents, and Liberate Technologies, a Delaware corporation with its
principal place of business at 2 Circle Star Way, San Carlos, California 94070-6200,
and its subsidiaries and affiliates, and is governed by its terms.


 


1.             Project Details


 


Project Description:  Strategic
Consulting


 


 


Services to be Provided: 
Overall strategic consulting to executive management team.


 


 


2.             Consultant Information


 


Individual(s) Performing Services: 
David Limp


 


Start Date:  9/1/02


 


End Date:  2/28/02


 


Monthly Rate(s):  $10,000


 


 


	
  Liberate Technologies

  	
   

  	
  Dave Limp

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Kent Walker

  	
   

  	
  /s/ David Limp

  
	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Kent Walker

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  EVP

  	
   

  	
   

  



 


 


 


3

















 


 


AMENDMENT


to the


CONTRACTOR AGREEMENT


 


 


This Amendment (“Amendment”) to
the Contractor Agreement dated September 1, 2002 (“Agreement”), covers the
provision of services by David Limp (“you”) to Liberate Technologies and its
subsidiaries (collectively, “Liberate,” “we,” or “us”), entered into as of this
19th day of December, 2002 (the “Amendment Effective Date”).


 


RECITALS


 


A.                                   You have
provided Liberate services set forth in the Project Description attached to the
Agreement in accordance with its terms; and


 


B.                                     The parties
desire to amend the Agreement as set forth in this Amendment.


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:


 


1.                                       Exhibit A, Section 2, subheading “Monthly
Rate(s)” is hereby changed from “$10,000” to “An hourly rate of $312.50, with a
minimum monthly amount of $10,000.”


2.                                       All capitalized
terms not defined in this Amendment have the meanings given them in the
Agreement. This Amendment is incorporated into the Agreement and made a part
thereof.  All references to the
Agreement in any other document will refer to the Agreement as modified by this
Amendment.  Except as modified by this
Amendment, the Agreement remains in full force and effect and is enforceable in
accordance with its terms.  If the terms
of this Amendment conflict with the terms of the Agreement, or its exhibits, as
amended, the terms of this Amendment govern. 
This Amendment may be executed in counterparts, each of which are deemed
an original, but all of which constitute one and the same document.


 


 


	
  LIBERATE TECHNOLOGIES

  	
   

  	
  DAVE LIMP

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Kent Walker

  	
   

  	
  /s/ David Limp

  
	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Kent Walker

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  EVP