consultcontract.htm


    
      
        EXHIBIT
10.42

         

        Portions
of this document have been redacted and filed separately with the Securities and
Exchange Commission.  Redacted sections marked with
“*****.”

      

      COMMUNICATION
INTELLIGENCE CORPORATION

      275
Shoreline Drive, Suite 500

      Redwood
Shores, California 94065

      
        	
                
                

                Consulting
      Agreement

              


      

       

      
        	
                 

              	
                Name:
      GSMeyer & Associates LLC 

              


      

       

      
        	
                 

              	
                Address:4
      Nerseian Way 

              


      

       

      
        	
                 

              	
                City/State/Zip:
      Hampton, NH 03842 

              


      

       

      
        	
                 

              	
                Telephone:
      (603) 502 7978 

              


      

       

      


       

      
        	
                 

              	
                1.Communication
      Intelligence Corporation (the "Company" or “CIC”) wishes to obtain your
      services as a consultant on projects agreed by you and the Company in
      writing.  The initial project on which you are to work is
      described in Exhibit A attached hereto.  This letter shall
      constitute an agreement ("the Agreement") between you and the Company and
      contains all the terms and conditions relating to the services you are to
      provide.  All work shall be work made for hire.
  

              


      

       

      
        	
                 

              	
                2.Either
      you or the Company may terminate this Agreement at any time by at least
      thirty (30) days prior written notice.


              


      

       

      
        	
                 

              	
                3.As
      consideration for your services and other obligations you will be paid at
      the rate set forth on Exhibit A attached hereto for work on the project.
      

              


      

       

      
        	
                 

              	
                4.
      It is agreed that you will use your own office space, supplies, tools,
      materials and office supplies. 

              


      

       

      
        	
                 

              	
                5.You
      shall be reimbursed for reasonable travel and other out-of-pocket expenses
      incurred by you in connection with your services under this Agreement,
      provided that you provide receipts and obtain prior approval of the
      officer of the Company named on Exhibit A (the "Responsible Officer") for
      such expenses. Expenses including, but not limited to, professional
      association membership fees, education, compensation to subcontractors and
      the cost of appropriate business insurance are not reimbursable by the
      Company as they are considered expenses incurred in maintaining a
      consulting business. 

              


      

       

      
        	
                 

              	
                6.Your
      relationship with the Company shall be that of an independent contractor
      and not that of an employee. You will not be eligible for any employee
      benefits, nor will the Company make deductions from your fees nor make
      payment for social security, state or federal income tax, state or federal
      unemployment insurance, or disability insurance, all of which shall be
      your responsibility. The Company will not obtain workers' compensation
      insurance for you. You shall have no authority to enter into contracts
      which bind the company or create obligations on the part of the Company
      without the express prior written authorization of the Company.
      

              


      

       

      
        	
                 

              	
                7.All
      services to be performed by you will be as agreed between you and the
      Responsible Officer of the Company. There will be no supervision exercised
      over the details, means or process of your work and the Company does not
      retain the right to control these details. You shall report to the
      Responsible Officer concerning your services performed under this
      Agreement. The nature and frequency of these reports will be left to the
      discretion of the Responsible Officer. This Agreement will have no formal
      reporting requirements except as to the progress of the project, which may
      be subject to a deadline. 

              


      

       

      
        
          
          

        

        
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                8.Consultant
      acknowledges that in connection with this Agreement it will receive
      information confidential and proprietary to CIC. Consultant agrees not to
      use such information except in the performance of this Agreement, and not
      to disclose such information to any other party except for the purposes
      hereof and only to a party bound by like obligations of confidentiality.
      

              


      

       

      
        	
                 

              	
                9.Neither
      Consultant nor any of its Associates shall remove any CIC property from
      CIC's premises without the prior written consent of CIC. All Deliverables,
      established by this agreement, shall be the sole property of CIC, and
      Consultant hereby assigns to CIC all right, titles and interest in and to
      the Deliverables, including but not limited to all patent rights,
      copyrights (including audio-visual copyrights), trade secret rights and
      copyrights to future projects. During and after the term of this
      Agreement, Consultant shall assist CIC and its nominees in every
      reasonable way, at CIC's expense, to document, secure, maintain and defend
      for CIC's own benefit in any and all countries all copyrights (including
      audio-visual copyrights), patent rights, trade secret rights and other
      proprietary rights in and to the Deliverables. Consultant at CIC's request
      will execute whatever documents are necessary to secure CIC's rights in
      proprietary information including copyrights.


              


      

       

      
        	
                 

              	
                10.The
      Company understands that you do not presently perform or intend to
      perform, during the term of this Agreement, consulting or other services
      for any other companies where your service might represent a conflict of
      interest to CIC (except for the companies, if any, listed in Exhibit B
      attached hereto). If, however, you decide to do so, you agree to notify
      the Company in writing in advance (specifying the organization with which
      you propose to consult) and provide information sufficient to allow the
      Company to determine if such consulting would conflict with areas of
      interest to the Company or further services which the Company might
      request of you pursuant to this Agreement.


              


      

       

      
        	
                 

              	
                11.Provided
      it does not materially interfere with your performance under this
      Agreement, and subject to the notice provision of paragraph 10, you may,
      during the term of this Agreement, render services on your own account or
      for any other person or entity as a consultant.


              


      

       

      
        	
                 

              	
                12.You
      shall obtain business liability insurance and workers' compensation
      insurance, if required by law, covering yourself and/or your employees
      during the term of this Agreement. You may select the carrier for these
      insurance policies. You shall pay the premiums for these insurance
      policies and these premiums shall not be reimbursable by the Company.
      

              


      

       

      
        	
                 

              	
                13.You
      are advised to seek independent tax and legal advice concerning this
      Agreement and are not relying on any tax, legal or other advice concerning
      this Agreement from the Company or from any other firms providing
      professional services for the Company.


              


      

       

      
        	
                 

              	
                14.Any
      amendment to this Agreement must be in writing signed by you and the
      Company. 

              


      

       

      
        	
                 

              	
                15.All
      notices, requests and other communications called for by this Agreement
      shall be deemed to have been given if made in writing and mailed, postage
      prepaid if to you at the address set forth above and if to the Company to
      Communication Intelligence Corporation, 275 Shoreline Drive, Suite 500,
      Redwood Shores, CA 94065, or to such other addresses as either party shall
      specify to the other. 

              


      

      


      
        	
                 

              	
                   16.The
      validity, performance and construction of this Agreement shall be governed
      by the laws of the State of California, without regard to those provisions
      related to choice of laws. 

              


      

      


      


      
        	
                 

              	
                17.This
      Agreement supersedes any prior consulting or other agreements between you
      and the Company. 

              


      


      
        
          
            


             

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      If this
Agreement is satisfactory, you should execute two copies, return one to
us,  and retain a copy for your file.

       

      


       Sincerely,AGREED
AND ACCEPTED:

       

      Communication
Intelligence CorporationGSMeyer & Associates LLC

       

      


       

      BY: /s/ Frank DaneBY:
/s/ Ellen
Meyer

      


      


      Print
Name: Frank
DanePrint Name:Ellen
Meyer

      


      


      Title: Chief Financial and Legal
OfficerTitle:Managing
Director

      


      


      Date:
January 9,
2008Date:January 3,
2008

      


      


      


      


      



      
        
          
            


             

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      EXHIBIT
A

      


      


      


      DESCRIPTION
OF INITIAL CONSULTING PROJECT:

      


      Licensing
of CIC’s products to the target accounts as specified below.  The list
of target accounts may be amended, in writing, from time to time by mutual
agreement between the parities:

      


      *****

      *****

      *****

      


      


      COMPENSATION
FOR INITIAL PROJECT:

      


      *****
percent (*****%) of license fees, professional service fees and of first year
maintenance fees on sales closed with target accounts.

      


      Payment
shall be made to Consultant within ten business days of receipt by CIC of
payment from the applicable customer.

      


      


      RESPONSIBLE COMPANY OFFICER:
Guido DiGregorio

      


      


      



      
        
          
            


             

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      EXHIBIT
B

      


      


      LIST
OF COMPANIES WHICH MAY BE COMPETITIVE TO CIC FOR WHICH CONSULTING SERVICES ARE
PRESENTLY BEING PERFORMED:

      



      
        

      

    

     

      
        

      

    

    
      
         

        
          

        

         

        
          

        

         

        
          

        



      


      


      


      


      



      
        
          
            


             

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