Exhibit 10.1


 





INDEPENDENT CONTRACTOR SERVICES AGREEMENT


 


 


THIS INDEPENDENT CONTRACTOR
SERVICES AGREEMENT ("Agreement") is made as of the 1st day of September, 2016 and effective as of the 1st
day of October, 2016 (the “Effective Date”), by and between NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
("CFC") of 20701 Cooperative Way, Dulles, VA 20166, and S L Lilly & AssociatEs,
LLC ("Contractor").


 


1. Retention and
Description of Services. CFC hereby retains Contractor to provide consulting services described on the Statement of Work attached
hereto as Exhibit A (“Services”).


 


2.Term of Agreement.
Contractor's Services shall be available to CFC from the Effective Date and shall continue until the termination date set forth
on Exhibit A. The parties may extend the term of this Agreement only by mutual written agreement.


 


3.Compensation.
CFC agrees to pay Contractor a monthly retainer fee (including a pro rata payment for the portion of the month in which this Agreement
is terminated) in connection with the Services as set forth on Exhibit A hereto, payable in arrears within two weeks of the end
of the month for which payment is made. In accordance with and subject to Paragraph 6 below, Contractor may also submit an itemized
list of and receipts for pre-approved expenses for reimbursement. Contractor understands and agrees that, other than the compensation
or amounts described in Paragraphs 3 and 6, no other compensation or amounts will be provided, due, or owed to Contractor for the
Services, under this Agreement or otherwise.


 


4.
Relationship of the Parties; Independent Contractor Status. It
is understood that Contractor is an independent contractor and is not an employee, agent, partner, affiliate or representative
of CFC, and nothing in this Agreement shall create or imply a partnership, agency, affiliate, or employment relationship. Contractor
shall not hold itself out to the public as an employee, agent, partner, affiliate or representative of CFC. Contractor does not
have the authority to and will not bind CFC in any way or incur any obligation on behalf of CFC, except as expressly authorized
in writing by CFC.


 


Contractor shall perform
the Services in a careful, expeditious, timely, professional and workmanlike manner, and the services shall be performed by persons
experienced in the applicable profession, trade or skill. Contractor shall perform the Services to the standards and specifications
required by CFC.


 


Contractor shall have
the sole and exclusive right and responsibility to control, and to determine the method and manner of, Contractor’s performance
of the Services.


 


Contractor is not
a CFC employee and will not be treated as a CFC employee for federal, state or local tax purposes, including, but not limited to,
unemployment compensation, workers’ compensation taxes, or for any other purpose. The parties intend that Contractor shall
pay and be solely responsible for all contributions, taxes and assessments on payrolls or other charges under any applicable federal,
state and local laws. CFC is not responsible for providing insurance coverage for Contractor including, but not limited
to, the types of coverage listed below in this paragraph 4. If Contractor so determines, in its sole discretion, that any such
coverage or other types of coverage is needed, then Contractor is responsible, where necessary, to secure, at Contractor’s
sole cost, professional and general liability insurance,


 






     


     


    

 


workers’
compensation insurance, disability benefits insurance, health insurance, and any other insurance as may be required by law or
by this Agreement. Nothing in this Agreement shall entitle Contractor to participate in or accrue benefits under any plan of CFC
relating to pension, thrift, education, vacation, retirement, or any other statutory common law or other benefit generally granted
to employees of CFC. Contractor represents that it has complied with any federal, state, or local laws regarding business permits,
certificates, and licenses required to perform the Services.


 


5. Tax Duties and
Responsibilities. Contractor is solely responsible for the payment of all required taxes, whether federal, state or local
in nature, including, but not limited to, payroll taxes, income taxes, social security taxes, federal unemployment compensation
taxes and any other fees, charges, licenses, or other payments required by law.


 


6. Reimbursement
of Travel Expenses; Disbursements. In addition to the compensation provided in Paragraph 3 above, CFC will reimburse Contractor
for all authorized expenses incurred by Contractor for coach class travel required in connection with the furnishing of Services
under this Agreement. CFC will also reimburse Contractor for all reasonable, actual out-of-pocket expenses, costs and disbursements
incurred on CFC's behalf. Reimbursement of travel expenses and disbursements shall be made on the basis of itemized statements
submitted by Contractor and including, whenever possible, actual bills, receipts, or other evidence of expenditures. All travel
and expenses must be approved in advance by CFC in order to be covered by this paragraph.


 


7.Ownership
of Prepared Information. All reports, reviews, presentations, recommendations, improvements, methods, or processes, in whatever
medium or format, including but not limited to data, specifications, records, reports, summaries, research, intellectual property,
or other information (herein collectively referred to as "Information"), originated, conceived, constructed, or prepared
by or for Contractor (either solely or jointly with others) in contemplation of, or in the course of, or as a result of, Services
performed hereunder, is the sole property of CFC whether or not such Information is conceived during the time the services are
performed or billed by Contractor. Contractor hereby assigns to CFC its entire right, title and interest, if any, to all Information,
and agrees to do all acts and execute all documents necessary to vest ownership in CFC of all Information. CFC shall have the exclusive
right to copy, publish, perform, use, exploit, advertise, and exhibit all Information, and to authorize others to do so, in any
and all media (whether known or unknown or hereafter devised) in CFC’s sole discretion. Upon the termination or expiration
of this Agreement for any reason, Contractor will promptly deliver to CFC all Information, whether or not completed, as of the
effective date of termination or expiration, including drafts and copies thereof.


  


8. Indemnification.
CFC hereby indemnifies and agrees to hold harmless, and defend Contractor and Steven Lilly, individually (each an “Indemnitee”)
for, from and against all claims, damages, losses, liabilities, costs, and expenses (including without limitation, costs and expenses
of litigation and reasonable attorneys’ fees) arising from any claim or demand in respect of this Agreement and the services
provided by Contractor under this Agreement and arising at any time, excepting any such matters arising solely from the gross negligence
or willful misconduct of Contractor or any Indemnitee. Notwithstanding anything to the contrary contained herein, the obligations
of CFC in this Section shall survive the termination of this Agreement.


 



     


     


    




 


9.Access to
Information; Confidentiality; Return of Property.


 


(a) CFC agrees to furnish Contractor with reasonable access to information, and all accurate and current data which Contractor
deems appropriate in connection with rendering services pursuant to this Agreement. In the course of the performance of Contractor's
duties, it is expected that Contractor will receive or have access to information that relates to CFC's past, present or future
products, research, development, pricing policies, operational methods, marketing plans and strategies, business plans, trade secrets,
and other business affairs (collectively, the "Confidential Information"). Contractor agrees that all Confidential Information
shall be considered proprietary and further agrees that without CFC's express written authorization, it shall not disclose any
Confidential Information to any third person or entity, unless Contractor is required to disclose such Confidential Information
by a subpoena, court order, judicial decree or in a judicial or administrative proceeding (provided that Contractor shall immediately
notify CFC of such a request), nor shall Contractor use any Confidential Information in any way, without the written consent of
CFC, except as required in the course of Contractor's engagement. All files, papers, records, documents, drawings, specifications,
equipment and similar items (including any photocopies of any of the above) relating to the business of CFC or its affiliates,
whether prepared by Contractor or otherwise coming into Contractor's possession, shall at all times remain the exclusive property
of CFC and its affiliates, and shall be delivered to CFC promptly upon CFC's request on or prior to the termination of this Agreement.


 


(b)Contractor
agrees that all files, letters, memoranda, reports, records or other data, and all tangible property of CFC which shall come into
Contractor's custody or possession during the term of this Agreement shall be used by Contractor only in the performance of Contractor's
duties hereunder. All such materials or copies thereof and all tangible property of CFC in the custody or possession of Contractor
shall be delivered to CFC upon termination or expiration of this Agreement. 


 


10. Binding Effect
and Assignment. The provisions hereof shall be binding upon and shall inure to the benefit of Contractor and CFC, and any respective
successors and assigns. Contractor shall not assign this Agreement nor assign the responsibilities hereunder, in whole or in part,
without the prior written consent of CFC.


 


11. Amendment.
Neither this Agreement nor any term or provision hereof may be waived, discharged or amended in any manner other than by an instrument
in writing, signed by the party against which the enforcement of the waiver, discharge or amendment is sought. Failure to insist
upon strict compliance with any term, covenant, or condition of this Agreement shall not be deemed a waiver of such term, covenant,
or condition, nor shall any waiver or relinquishment of any right or power under this Agreement at any time or times be deemed
a waiver or relinquishment of such right or power at any other time or times.


 


12. Notice.
Any notice to be given hereunder by either party to the other, shall be in writing and shall be deemed given when (a) personally
delivered, (b) the first business day after deposit with any nationally recognized overnight carrier that routinely issues receipts,
or (c) on the third business day after deposit with the United States Postal Service, postage prepaid, certified mail, return receipt
requested, addressed to the party for whom it is intended at its address set forth in this first paragraph of this Agreement. Except
as may be changed in accordance with this Section 12, Contractor’s address for purposes of notice hereunder shall be the
address on file


 






     


     


    

 


for
Steven Lilly with CFC as of the date of this Agreement. If either party changes its address during the term herein, it shall so
advise the other party in writing as herein provided and any notice thereafter required to be given shall be addressed to such
new address. For purposes of this Agreement, the term “in writing” includes an email communication from the sending
party to the known email address of the receiving party.


 


13. General Terms
and Conditions.


 


		(a)	Compliance with Laws. Contractor shall comply with all applicable federal, state and local
laws, rules, regulations and ordinances in its performance pursuant to this Agreement. In particular and without limitation, Contractor
will comply with federal, state and local labor and employment laws applicable to any individual performing Services for CFC under
this Agreement, including the Immigration Reform and Control Act of 1986 and the Internal Revenue Code (the “Code”).




 


		(b)	Survival. The provisions of Paragraphs 5 (Tax Duties and Responsibilities), 7 (Ownership
of Prepared Information), 9 (Access to Information; Confidentiality; Return of Property) and 13 (General Terms and Conditions)
shall survive termination or expiration of this Agreement. 



 


		(c)	Severability. If any of the provisions of this Agreement shall be invalid or unenforceable,
such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement
shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations
of the parties shall be construed and enforced accordingly, to effectuate the essential intent and purposes of this Agreement.



 





		(d)	Entire Agreement. This Agreement constitutes the entire Agreement between CFC and
                                                               Contractor with respect to their independent contractor relationship. Any modifications to this Agreement shall be in writing
                                                               and shall be signed by the parties hereto.











 


		(e)	Governing Law; Venue. The construction, interpretation, validity and performance of this
Agreement will be governed by the laws of the Commonwealth of Virginia, excluding the choice of law provisions thereof. Contractor
and CFC agree to submit to the exclusive jurisdiction of the state and federal courts with jurisdiction over Sterling, Virginia
with respect to any legal proceedings arising out of this Agreement; provided that, to the extent applicable, each of the parties
to this Agreement hereby agrees to waive its respective rights to a jury trial for any legal proceedings based upon or arising
out of this Agreement



 


		(f)	Authorization. Each party hereby represents and warrants that the individual executing this
Agreement on behalf of such party is authorized to do so by requisite corporate or entity action and agrees upon request to deliver
to the other party reasonable evidence to such effect.



 


		(g)	Counterparts. This Agreement may be executed in any number of counterparts all of which
together shall constitute one and the same instrument. An executed counterpart of this Agreement that is delivered by facsimile
or that is scanned to



 






     


     


    

 





 


			portable document format (pdf)
and delivered electronically will be deemed an original.








 


IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first written above.


 


 


NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION


 


 


By: /s/ John T. Evans                                                                 


 


Printed Name: John T. Evans                                                     


 


Title: Executive Vice President and
Chief Operating Officer


 


 


  


S L Lilly
& AssociatEs, LLC


  


 


/s/ Steven Lilly                                                              


By: Steven Lilly


Its: President


 


 


 


 


 




     


     


    


 


 


Exhibit A


 


 


Statement of Work 


 


 


 


1. The termination date of the Agreement
shall be October 1, 2017.


 


2. Contractor
shall perform the following services:


 


Provide information, advice, and other
assistance as needed with respect to post-closing matters, including price adjustments, escrow settlement and potential indemnification
claims, in connection with CFC’s sale of Caribbean Asset Holdings (“CAH”) pursuant to that certain Purchase Agreement,
dated as of September 30, 2015, by and among CFC, CAH, ATN VI Holdings, LLC and ATN International, Inc., as amended, in order to
minimize CFC’s indemnification obligations, if any, and maximize the distribution of funds from the escrow account paid to
CFC.


 


3. Contractor shall be paid $17,500 per
month during the term of the Agreement.


 


4. Except as may be set forth in any written
notice delivered to Contractor subsequent to the date of the Agreement, only John Evans is authorized to initiate requests for
the services or any product deliverables.


 


5. Contractor agrees to perform such services
with diligence and promptness and to perform the services to the satisfaction of CFC and professional standards in Contractor’s
field; and to comply, at its own expense, with the terms of the Agreement.