EXHIBIT
10.1


 


Evolving Systems, Inc.


 


Consulting Agreement


 


I, Stephen K. Gartside, Jr., agree to serve as a Consultant to Evolving
Systems, Inc. (Evolving Systems) on the terms described below, which I
have read, and accept:


 


1.             Duties.


 


1.1          General Advice.  As requested, you will consult with Evolving
Systems concerning the state of Evolving Systems’ business, products, services,
and market opportunities, as well as other matters in your area of expertise.
Your primary point of contact will be Thad Dupper, President and CEO.


 


1.2          Compliance with Law and Policies.  In performing the work required under this
Agreement, you will comply with all applicable laws and regulations, and with
Evolving Systems’ policies and procedures.


 


2.             Evolving
Systems’ Duties.


 


2.1          Expenses.  Evolving Systems will reimburse you for any
reasonable pre-approved expenses you incur in performing services under this
Agreement, according to Evolving Systems’ corporate policy for its senior
employees. Evolving Systems will reimburse those expenses promptly on receiving
reimbursement requests in a form and supported by such reasonable documentation
as Evolving Systems may request.


 


2.2          Scheduling.  Evolving Systems will give you as much
advance notice as is reasonably feasible of meetings, and work with you to
schedule other consultations at convenient times.


 


2.3          Office, Equipment.  Evolving Systems will provide you with an
office at its Englewood facility, computer and network access and Blackberry
services to be used in performing your consulting services.


 


3.             Term.


 


3.1          Calendar Year 2008.  This Agreement begins on January 1, 2008
and continues through December 31, 2008 unless terminated earlier by
either party.  Either party may terminate
this Agreement by giving the other party thirty (30) days advance written
notice.


 

















 


3.2          Compensation.  As compensation for your services under this
Agreement, Evolving Systems will pay you an annual fee of $20,000, payable in
equal quarterly increments of $5,000. 
Each quarterly amount will be paid to you in the month following the end
of each calendar quarter.


 


4.             Status
of Consultant.  You will be
an independent contractor and not an employee of Evolving Systems.  Except as specifically set forth in this
paragraph, you acknowledge that you have no rights in or under any health,
liability or disability or other insurance policies maintained by Evolving
Systems, nor to any overtime, vacation, holiday, sick leave, seniority or other
benefits.  You further acknowledge that
you have no right to claim unemployment compensation, worker’s compensation or
disability compensation pursuant to this Agreement, or as a result of your
relationship with Evolving Systems.  You
will be responsible for all self-employment, social security and other taxes,
fines, penalties or other liability to the Internal Revenue Service of the
United States, the Department of Revenue of the State of Colorado, and to any
other entity with taxing jurisdiction.


 


5.             Confidentiality.  You acknowledge that in the course of
providing services and advice to Evolving Systems, you may acquire knowledge
(both orally and in writing) relating to confidential affairs of Evolving
Systems and confidential or proprietary information.  You agree to continue to be bound by the
terms and conditions of the Confidentiality Agreement entered into between you
and Evolving Systems on August 17, 2001.


 


 6.            Non-Solicitation.  You agree that for the duration of this
Agreement you will not directly or indirectly induce or solicit any of Evolving
Systems’ employees to leave their employment or to become employed by any other
entity, nor shall you refer any of Evolving Systems’ employees to any other
entity or person for purposes of inducing or soliciting such employees to leave
Evolving Systems’ employment or to become employed by any other person or
entity. You represent and warrant that the provision of services under this
Agreement does not violate your confidentiality, non-disclosure, or
non-competition obligations, if any, to any other person or entity.


 


7.             Authority.  You shall not: (a) have any authority to
incur any expenditure in the name of or for the account of Evolving Systems
unless Evolving Systems shall have agreed in advance to it being so incurred;
or (b) hold yourself out or permit yourself to be held out as having any
authority to do or say anything on behalf of or in the name of Evolving Systems
unless Evolving Systems shall have consented in advance to you so doing or
saying.


 


8.             General.


 


8.1          Notice.  Notice will be sent, if to you, at your
address as shown below; and if to Evolving Systems, at Evolving Systems’
headquarters location, attn: Thad Dupper, President & CEO.  Notice is effective when received by the
person to whom Notice is required to be given, if sent by any means that leaves
a permanent record in the recipient’s hands. 
Notice is also effective if properly addressed and sent postage prepaid
by any method resulting in a return receipt from the courier.  Notice sent by this method is effective on
the earlier of the date 


 

















 


actually
received, or on the date the return receipt shows it was refused or returned
undeliverable.  Either party may change
its Notice address, by Notice.


 


8.2          Governing Law, Enforcement, Priority.  This Agreement is governed by Colorado
law.  Enforcement may be sought in
Douglas County, Colorado, where you and Evolving Systems both consent to
jurisdiction.  This Agreement supersedes
all prior agreements between the parties as to the terms of any consulting
arrangement.


 


Dated
this 31st day of December to be effective the 1st day of
January, 2008.


 


	
  /s/
  STEPHEN K. GARTSIDE, JR.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Stephen
  K. Gartside, Jr.

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  29432
  Camelback Lane

  	
   

  
	
   

  	
  Evergreen,
  CO 80439

  	
   

  
				



 


Evolving
Systems, Inc.


 


	
  By:

  	
  /s/
  THADDEUS DUPPER

  
	
   

  	
   

  
	
   

  	
  Thaddeus
  Dupper

  
	
   

  	
  President &
  CEO