exhibit10-1.htm


    


    
      


       

      
        	 	
                Exhibit
      10.1

              


      

       

                                                   

      INDEPENDENT
CONTRACTOR AGREEMENT

       

      


    

    


    This
agreement is made and entered into by and between Tier Technologies, Inc.
(“Tier”), a Delaware Corporation and Steven M. Beckerman, an
individual (the “Contractor”).

     

    In
consideration of the mutual covenants and agreements set forth herein, the
parties agree as follows:

     

    
      SECTION
1 - SERVICES AND DUTIES

       

      


    

    Tier
hereby retains Contractor to perform consulting services for Tier as specified
in the Statement of Work attached hereto as Appendix A (the
“Services”).  Statements of Work may be modified or updated as set
forth in Section 6 herein.

     

    
      SECTION
2 - ENTIRE AGREEMENT

       

      


    

    This
Agreement and any referenced appendices hereto, including Statements of Work and
the terms and conditions contained therein, constitute the entire Agreement
between Contractor and Tier with respect to the Services.  In the
event of any direct conflict in terms or conditions between the Statement of
Work and this Agreement, the terms of the Statement of Work shall
control.

     

    
      SECTION
3 - INDEPENDENT CONTRACTOR

       

      


    

    
      	
               
      

            	
              3.1  
      

            	
              Contractor
      agrees that in rendering all Services hereunder, Contractor shall act and
      be considered for all purposes as an independent contractor to Tier, not
      as an employee or agent of Tier.   Contractor agrees that
      payments for services cannot be made without a properly completed and
      signed IRS Form W-9 submitted with this Agreement. (available as a print
      out document at http://ftp.fedworld.gov/pub/irs-pdf/fw9.pdf;
      or as a fill-in document at http://ftp.fedworld.gov/pub/irs-fill/fw9.pdf).  In
      its capacity as an independent contractor, Contractor agrees and
      represents, and Tier agrees, that
Contractor:

            


    

     

    
      	
               
      

            	
               (a)  
      

            	
              has
      the right to control and direct the means and methods of performing the
      Services, subject to the general direction of
  Tier;

            


    

     

    
      	
              (b)  

            	
              shall
      use his/her own tools, equipment, and supplies in performing the
      Services;

            


    

     

    
      	
              (c)  

            	
              receives
      compensation from Tier only as set out in the Statement of Work, and that
      Contractor shall not at any time be eligible to participate in benefits of
      any sort which Tier offers to its
employees;

            


    

     

    
      	
              (d)  

            	
              is
      responsible for paying all ordinary and necessary expenses (except as
      otherwise provided in the Statement of Work), including, but not limited
      to, all applicable taxes, insurances, workers’ compensation insurance, and
      state disability insurance;

            


    

     

    
      	
              (e)  

            	
              maintains
      a place of business at a location other than the premises of
      Tier;

            


    

     

    
      
        
        

      

      
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              (f)  

            	
              shall
      be fully liable for negligent or willful injurious acts or omissions of
      itself and its agents causing harm to persons or property;
    and

            


    

     

    
      	
              (g)  

            	
              is
      free to accept work from other clients, including fulltime or part-time
      employment with other entities.

            


    

     

    
      	
              3.2  

            	
              Contractor
      agrees not to represent itself as Tier’s agent or attorney for any purpose
      to any party.

            


    

     

    
      	
              3.3  

            	
              Contractor
      warrants that the Services performed hereunder shall be timely
      provided.

            


    

     

    
      SECTION
4 - TERM

       

      


    

    This
Agreement shall be effective October 1, 2008 and thereafter shall remain in
effect through the close of business on November 30, 2008.

     

    
      SECTION
5 - PAYMENT

       

      


    

    Tier
shall make payment to Contractor in accordance with the terms set forth in the
Statement of Work.

     

    
      SECTION
6 - MODIFICATIONS

       

      


    

    The
parties may modify this Agreement and/or the Statement of Work by mutual
agreement only, which shall be set forth in writing.

     

    
      SECTION
7 - DATA AND PROPRIETARY RIGHTS

       

      


    

    
      	
               
      

            	
               
      7.1   

            	
              Tier
      shall own exclusively the Materials.  In consideration of the
      amounts paid to Contractor by Tier hereunder, Contractor hereby assigns
      all rights, title and interest, including any and all copyrights, patents,
      trademarks, and trade secrets embodied in or part of such Materials to
      Tier.  Contractor agrees to give Tier all assistance reasonably
      required by Tier to perfect the foregoing assignment of
      rights.

            


    

     

    
      	
               
      

            	
              7.2  
      

            	
              To
      the extent that any preexisting proprietary materials are contained in the
      Materials, Contractor hereby grants to Tier an irrevocable, nonexclusive,
      worldwide, royalty free, transferable license to use, execute, reproduce,
      display, perform, distribute copies of, and prepare derivative works based
      upon, such preexisting materials, and to authorize, or sub-license others
      to do any, some or all of the
foregoing.

            


    

     

    
      SECTION
8 - TERMINATION

       

      


    

     This
Agreement shall automatically terminate at close of business on November 30,
2008.

     

    
      
        
        

      

      
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      SECTION
9 - CONFIDENTIAL INFORMATION / INSIDER TRADING

       

      


    

    
      	
               
      

            	
              9.1  
      

            	
              Contractor
      agrees that it shall keep in confidence all information relating to the
      methodologies, products, product plans, trade secrets, secret processes,
      programs, program listings, source code, object code, formulas, cost
      information, marketing information, price lists, business forms, financial
      records, customers and markets of Tier, plus any designs, business plans,
      business opportunities, finances, research, development, know-how or
      personnel data and all other confidential knowledge, data and information
      related to the business and affairs of Tier (collectively, “Proprietary
      Information”) that may be acquired pursuant to, or in connection with,
      this Agreement or the relationship contemplated by this
      Agreement.  During and for a period of three (3) years after the
      term of this Agreement, Contractor will not, without the prior written
      consent of an officer of Tier, publish, communicate, divulge or disclose
      any of such Proprietary Information. Notwithstanding the foregoing, it is
      agreed that Proprietary Information shall not include any information
      which: (i) is known to Contractor at the time of disclosure to Contractor
      by Tier; (ii) has become publicly known through no wrongful act of
      Contractor; (iii) has been rightfully received by Contractor from a third
      party without restriction on disclosure and without breach of any
      agreement with Tier; or (iv) has been approved for release by written
      authorization executed by an authorized officer of
  Tier.

            


    

     

    
      	
               
      

            	
                 
              
      9.2   Contractor agrees that it shall not be permitted to
      trade Tier common stock on the basis of material nonpublic information or
      pass on such information to others.

            


    

     

    
      SECTION
10 - INDEMNIFICATION

       

      


    

    
      	
               10.1  
      

            	
              Contractor
      will indemnify Tier against, and hold Tier harmless from, any claim that
      any of the materials delivered to Tier in the course of providing the
      Services infringe any third party’s intellectual property rights
      including, but not limited to, patent, copyright, trademark or trade
      secret.

            


    

     

    
      	
              10.2  

            	
              Contractor
      agrees that it will indemnify Tier against, and hold Tier harmless from,
      any tax   liability, cost, expense (including reasonable
      attorneys’ fees), or other penalty should it be deemed an employee of Tier
      for withholding tax purposes by the Internal Revenue Service or any state
      or local government agency or other applicable
  entity.

            


    

     

    
      SECTION
11 - TAXES

       

      


    

    Contractor
shall be responsible for the withholding and/or payment, as required by law, of
federal, state and local taxes imposed on Contractor because of the performance
of the Services hereunder.  Further, Contractor shall comply with all
federal and state benefits laws applicable to Contractor, if any, including
making deductions and contributions for social security and unemployment
taxes.  Each party shall be responsible for the payment of other
taxes, if any, imposed upon it in connection with, or as a result of, this
Agreement.

     

    
      SECTION
12 – NON-ASSIGNMENT

       

      


    

    Contractor
shall not assign this Agreement without Tier’s prior written
consent.

     

    
      
        
        

      

      
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      SECTION
13 -  APPLICABLE LAW, VENUE AND JURISDICTION

       

      


    

    This
Agreement shall be governed by and construed in accordance with the laws of the
Commonwealth of Virginia, excluding its conflicts of law
rules.  Exclusive jurisdiction and venue for any claim or action
arising out of or relating to this Agreement shall be in the state or federal
courts located in the Commonwealth of Virginia. The parties shall submit to the
jurisdiction of, and accept that venue is proper in, these courts in any legal
action or proceeding. Each party agrees that any such court shall have in personam jurisdiction over
it and consents to service of process in any manner authorized by the law of the
Commonwealth of Virginia.

     

    
      SECTION
14 - MISCELLANEOUS

       

      


    

    
      	
               
      

            	
              14.1 
      

               

            	
              Cumulation of
      Remedies.  All remedies available to either party for
      breach of this Agreement are cumulative and may be exercised concurrently
      or separately, and the exercise of any one remedy shall not be deemed an
      election of such remedy to the exclusion of all other
      remedies.

            


    

     

    
      	
               
      

            	
              14.2 
      

            	
              Notice. Any
      notice or other communication hereunder shall be in writing.  If
      to Tier:  Paul Bouwmeester, Tier, 10780 Parkridge Blvd., Suite
      400, Reston, VA  20191, with a copy to: Legal Dept. (same
      address), Attn:  General Counsel.   If to
      Contractor: notices will be sent to name and address stated in signature
      block.

            


    

     

    
      	
               
      

            	
              14.3 
      

            	
              Waiver.  No
      term or provision hereof shall be deemed waived and no breach excused
      unless such waiver or consent shall be in writing and signed by the party
      claimed to have waived or
consented.

            


    

     

    
      	
               
      

            	
              14.4 
      

            	
              Attorneys’
      Fees.  If any action at law or in equity is necessary to
      enforce the terms of this Agreement, the prevailing party shall be
      entitled to reasonable attorney’s fees, expert witness costs, costs of
      suit and expenses, in addition to any other relief to which such
      prevailing party may be entitled.

            


    

     

    
      	
               
      

            	
              14.5 
      

            	
              Counterparts.  This
      Agreement may be executed in one or more counterparts, each of which shall
      be deemed an original and all of which shall constitute one
      instrument.

            


    

     

    IN
WITNESS WHEREOF, the parties have executed this Agreement on the date indicated
below.

                                                                                           

                                                                                                    

       

      
        	AGREED
      AND ACCEPTED:	 AGREED AND
ACCEPTED:
	TIER TECHNOLOGIES,
      INC.	 Steven M.
      Beckerman
	10780 Parkridge
      Blvd., Suite 400	 1373
      Forestedge Boulevard
	Reston, VA
      20191	 Oldsmar, FL
      34677


      

       

    

                                                                                   

    
    

     

    
      	 	 By:	 /s/ Ronald W.
      Johnston	 By:	 /s/ Steven M.
      Beckerman
	 	
               Print
      Name:

            	 Ronald W.
      Johnston	 Print
      Name:	 Steven M.
      Beckerman
	 	 Title:	 Chief
      Financial Officer	 Title:	 Sr. Vice
      President
	 	 Date:	 August 6,
      2008	 Date:	 August 4,
      2008


    

     

    
    

     

     

     

     

    
      
        
           

        

         
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    INDEPENDENT
CONTRACTOR AGREEMENT

     

    APPENDIX
A

     

    STATEMENT
OF WORK

     

    This
Statement of Work is entered into pursuant to, and subject to the terms and
conditions of, the Independent Contractor Agreement between Tier Technologies,
Inc. (“Tier”) and Steven M. Beckerman (“Contractor”).

     

    
      	
              A.  

            	
              Description of
      Services Contractor is to
perform:

            


    

     

    Contractor
will provide consulting services to assist Tier in the delivery and completion
of transitional services as agreed with Informatix pursuant to the Purchase
Agreement executed on June 30, 2008; assist in the wind-down of the pension
practice, and such other mutually agreed assignments between the contractor and
Ron Rossetti, Chief Executive Officer or his designee.

     

    
      	
              B.  

            	
              Project time
      table:

            


    

     

    Start
Date:  October 1, 2008

     

    End
Date:  Close of Business November 30, 2008

     

    
      	
              C.  

            	
              Special
      Conditions:

            


    

     

    Contractor
shall be permitted to provide the Services remotely.  To the extent
any travel or other expenses incurred by Contractor in performing the Services
is required, Contractor agrees to advise Tier in advance of such expenses and
Tier agrees to reimburse Contractor.  Original receipts are required
in the event any expenses are approved as reimbursable.

     

    
      	
              D.  

            	
              Staffing and
      Fees:  Tier will pay Contractor at the following rate
      according to the following rate table.  The amount in the rate
      table represents the maximum fee Tier will pay to
    Contractor.

            


    

     

    Staffing
Rates

     

    
      	
              Name
      of Contractor

            	
              Retainer

            


    

    
      	
              Steven
      M. Beckerman

            	
              $19,866
      / Monthly

            


    

    


     

    
      	
              E.  

            	
              Payment:

            


    

     

    Contractor
will invoice Tier for its services once a month, on the last day of the
month.  Invoices shall be remitted to the following
address:

     

    Paul Bouwmeester

    Vice President

    Tier Technologies, Inc.

    10780 Parkridge Blvd., Suite
400

    Reston, VA 20191

    


    
      
        
        

      

      
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    Tier
will pay Contractor within 30 days from receipt of a Contractor’s
invoice.

     

    
      	AGREED
      AND ACCEPTED:	 AGREED AND
ACCEPTED:
	TIER TECHNOLOGIES,
      INC.	 Steven M.
      Beckerman
	10780 Parkridge
      Blvd., Suite 400	 1373
      Forestedge Boulevard
	Reston, VA
      20191	 Oldsmar, FL
      34677




     

    
      
        	 By:	 /s/ Ronald W.
      Johnston	 By:	 /s/ Steven M.
      Beckerman
	
                 Print
      Name:

              	 Ronald W.
      Johnston	 Print
      Name:	 Steven M.
      Beckerman
	 Title:	 Chief
      Financial Officer	 Title:	 Sr. Vice
      President
	 Date:	 August 6,
      2008	 Date:	 August 4,
      2008


      



     

    


     


    
      
        
           

        

         
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