Exhibit 10.11


 


INDEPENDENT CONTRACTOR
AGREEMENT


 


This Agreement, dated December 21, 2009, is
made by and between Geoffrey Loui, whose residence address is 2243 Piimauna Street, Honolulu, HI 96821 (the “Contractor”), and
Hawaiian Telcom Communications, Inc., whose principal place of business is
1177 Bishop Street Honolulu, Hawaii 96813, on behalf of itself and its
subsidiaries (the “Company”).


 


1.                                       Contracted
Services.  The Company
hereby retains the Contractor, on a non-exclusive and as-needed basis, to perform
the services described in Schedule A attached hereto and by this reference
specifically made a part hereof.  The
Contractor is in the business of providing marketing consulting services to
third parties on an independent contractor basis, and is free to work for other
parties during the term of this Agreement. 
The Contractor will function according to the parameters described in
the attached Schedule A.


 


2.                                       Term of
Agreement.  This
Agreement will begin on January 4, 2010 and end on February 12,
2010.  Either party may terminate this
Agreement by giving the other party seven (7) days written notice.


 


3.                                       Compensation.  In consideration for the services rendered
under this Agreement, the Company will pay Contractor TWO HUNDRED SIXTY AND
NO/100 DOLLARS ($260.00) per hour, billed in quarter-hour increments, for up to
fifty (50) hours per week.  In the event
that this Agreement is terminated, Contractor shall be paid for hours worked to
the time of termination.  Contractor
acknowledges that he is not entitled to any benefits provided by the
Company to its employees.


 


4.                                       Expenses.  The Company will reimburse the Contractor for
reasonable expenses authorized by the President and Chief Executive Officer of
the Company (the “CEO”) incurred in the performance of his obligations under
this Agreement.  Expenses authorized
under this Agreement shall not include expenses relating to the Contractor’s
individual use of an automobile (such as gas, mileage, etc.) or Contractor’s
individual meals, except during business travel when the CEO has pre-approved
such business travel.  The Contractor
will be required to provide documentation of expenses incurred and shall submit
requests for payment of expenses with documentation to the Company in
accordance with the billing procedures outlined in paragraph 5.  All expenses in excess of $100.00 and all
expenses for travel must be approved by the CEO before being incurred or the
Company will not pay for such expenses.


 


5.                                       Billing
Procedures.  Contractor
shall submit monthly timesheets and invoices to Company which shall be subject
to the review and approval of the CEO. 
Approved invoices shall be due and payable within 30 days after receipt
by Company.


 


6.                                       Performance
Standard.  Contractor
must perform all services in a professional and ethical manner and all work
will be performed to the satisfaction of the Company’s CEO.


 

















 


7.                                       Performance
Schedule.  The
Contractor shall be free at all times to arrange the manner of performance of
the contracted for services to be rendered and will not be expected to maintain
a schedule of duties or assignments.


 


The Contractor will not
report to the Company on any regular basis, but will work as he may so
independently decide.  The Contractor
guarantees the Company that the services specified in Schedule A will be
performed as of the time specified therein.


 


8.                                       Direction and
Control.  The Company does not retain or
exercise the right to direct, control, or supervise the Contractor as to the
details and means by which the services contracted for are accomplished.


 


9.                                       Services.  Unless the parties mutually agree otherwise,
the Contractor shall be responsible at his own expense for all secretarial and
clerical support services.  The Company
may, in its discretion, reasonably make available, at Contractor’s request,
office type space and business facilities (such as computer, telephone,
photocopier, etc.) on Company premises for Contractor’s use.


 


10.                                 Independent
Contractor.  Both the
Company and the Contractor agree that the Contractor will act as an independent
contractor in the performance of his duties under this Agreement.  As such, the Contractor will not be eligible
for any benefits provided by the Company to its employees.  The Contractor shall be responsible for
payment of all taxes arising out of the Contractor’s activities in accordance
with this Agreement, including by way of illustration but not limited to,
federal and state income taxes, social security taxes, unemployment insurance
taxes, and any other taxes or business license fees as required.  Moreover, the Contractor agrees to obtain all
necessary insurance coverage, including by way of illustration but not limited
to, liability insurance, worker’s compensation insurance, and state disability
insurance.  Finally, the Contractor shall
comply with all federal, state, and local laws.


 


The Contractor shall not
represent directly or indirectly that he is an agent or legal representative of
the Company, nor shall the Contractor incur any liabilities or obligations of
any kind in the name of or on behalf of the Company other than those
specifically made or approved as part of this Agreement.


 


11.                                 Assignment.  The Company specifically contracts for
services of the Contractor, and the Contractor may not assign this Agreement
without the express written consent of the Company.


 


12.                                 Confidential
Information.  The
Contractor agrees that any information received by the Contractor during the
performance of the Contractor’s obligations in accordance with this Agreement
which concerns personnel, financial, or other confidential affairs, including
financial information identified as confidential and proprietary by the
Company, its employees or any of its affiliated companies will be treated by
the Contractor in full confidence and will not be revealed to any persons,
firms, or organizations.


 


All Company documents,
including but not limited to, personnel records, studies, and company forms are
to be considered confidential and proprietary. 
These are not to be


 


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duplicated for any use other
than for use by Company.  Any documents
in Contractor’s possession shall be returned to Company at the termination of
this Agreement.


 


This requirement will
survive the termination of this Agreement for a period of five (5) years.


 


13.                                 Intellectual
Property Rights.  Any and all
inventions, documents, data, programs and/or materials developed, produced
and/or created by or for the Contractor in connection with his services under
this Agreement shall become the sole and exclusive property of the Company, and
the Company shall have the right to use them for any purpose without any
additional compensation to the Contractor.


 


With respect to all works
which are first created and prepared by the Contractor for the benefit of the
Company under this Agreement and which in other respects qualify as “works[s]
made for hire” under 17 U.S.C. 101 as a result of either (i) the nature of
the legal relationship between the Company and the Contractor, as established
by the provisions of this Agreement and/or the actions of the parties under
this Agreement, or (ii) the nature of the works themselves, the Company
and the Contractor agree by this written instrument that, for the purposes of
Title 17 of the United States Code, such works shall be considered works made
for hire and that, any other written agreement between the parties
notwithstanding, the Company shall be considered the author of, and shall own
all right, title and interest in and to the copyrights in, such works.


 


Should the nature of the
legal relationship between the Company and the Contractor, as established by
the provisions of this Agreement and/or the actions of the parties under this
Agreement, fail to qualify as a “work made for hire” under 17 U.S.C. 101 or
should the nature of the work be such as to preclude qualification as “a work
made for hire,” then with respect to any work that is first created and
prepared by the Contractor for the benefit of the Company hereunder, the
Contractor hereby agrees to and does assign, convey, transfer and deliver to
the Company, and the Company accepts the Contractor’s entire right, title and
interest (including, but not limited to, all copyrights) in and to such
work.  The Contractor further agrees to
execute copyright assignments and ancillary documents as may be required or
appropriate so that title to such works and to the copyrights therein will be
clearly and exclusively held by the Company.


 


The Contractor
unconditionally waives all moral rights in any works that are assigned, or that
are agreed to be assigned, or in which the Company acquires licenses or other
rights, under this or any other agreement between the Contractor and the
Company.  Specifically, the Contractor
waives the right to have any authorship in such works attributed to him and
waives his right, if any, to require the Company to refrain from, or require
the Contractor’s consent to, making any and all modifications, additions, or
deletions to such works.


 


14.                                 Indemnification.  The Contractor agrees to indemnify, defend,
and hold the Company harmless from and against any and all claims, actions,
causes of action, damages, costs, and expenses, including reasonable attorneys’
fees, arising out of or resulting in any manner from the acts or omissions of
Contractor, his agents, or employees, in the performance of


 


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this Agreement, including
but not limited to, claims of personal injury, property damages, or patent,
trade secret, copyright, or other proprietary rights infringement.


 


The Company agrees to
indemnify, defend, and hold the Contractor harmless from and against any and
all claims, actions, causes of action, damages, costs, and expenses, including
reasonable attorney’s fees, arising out of or resulting in any manner from the acts
of omissions of Company, its agents, or employees, in the performance of this
Agreement, including but not limited to, claims of personal injury, property
damages, or patent, trade secret, copyright, or other proprietary rights
infringement.


 


15.                                 Notices.  All notices, requests, demand, and other
communications under this Agreement shall be in writing and shall be deemed to
have been duly given if delivered personally, or if mailed first class, postage
prepaid, to Contractor at the address first written above or at any address
subsequently stipulated in writing by the Contractor, and to Company at 1177
Bishop Street, Honolulu, Hawaii 96813, attention the CEO.


 


16.                                 Entire
Agreement.  This
Agreement represents the entire agreement between the parties and is not
subject to modification except by written agreement signed by both parties.


 


17.                                 Waiver.  The waiver by either party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of
any subsequent breach thereof.


 


18.                                 Applicable Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Hawaii.


 


IN WITNESS WHEREOF, the
parties hereto set their hands and seals on the date as set forth below.


 




	
  GEOFFREY LOUI

  	
   

  	
  HAWAIIAN TELCOM COMMUNICATIONS,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Geoffrey Loui

  	
   

  	
  By: 

  	
  /s/ Eric K. Yeaman

  
	
   

  	
   

  	
   

  
	
  Name: Geoffrey Loui

  	
   

  	
  Name: Eric K. Yeaman

  
	
   

  	
   

  	
   

  
	
  Title: Contractor

  	
   

  	
  Title:   President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  Date: December 21,
  2009

  	
   

  	
  Date: December 21,
  2009

  
					






 


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