Exhibit 10.6



 






EXHIBIT
10.6




INDEPENDENT CONTRACTOR AGREEMENT

Sole Proprietor




     This Independent Contractor Agreement made and entered into as of the 14th day of December 14,
2005 by and between Joseph S. Hardin, Jr. of 820 Picacho Lane, Santa Barbara, CA 93108
(“Contractor”) and American Greetings Corporation located at One American Road, Cleveland, OH 44144
(“AG”).



     Whereas AG desires to engage Contractor to provide certain strategy and general management
consulting services to AG on the terms and conditions stated herein; and



     Whereas Contractor desires to provide such services.



     Now, therefore, the parties covenant and agree as follows:



1. Term.




     The term of this Agreement shall be for the period beginning on the date hereof, until
terminated by either party by written notice. In the event of termination, the parties shall,
within two (2) working days following notice of such termination, prepare a plan for turnover to AG
of all documentation, information, data, results, and notes regarding Contractor’s work to date. In
the event of termination by AG, Contractor shall cease working as of the date outlined in the
termination notice. Contractor shall be paid for the work up until and including said termination
date.



2. Representations and Warranties.




     a.) Contractor represents and warrants that he (or she as the case may be) is (i) a sole
proprietor; (ii) self-employed and does not carry any employees; and (iii) is not required to
maintain workers’ compensation insurance under applicable law.



     b.) Contractor represents and warrants that the services provided under this agreement will be
performed in a professional and workmanlike manner in accordance with applicable professional
standards. Contractor shall observe the working hours, rules, and policies of AG.



     c.) Contractor represents and warrants to AG that Contractor can and will perform all services
independent of any confidential information or proprietary or intellectual property rights of,
from, or belonging to third parties. Contractor shall ensure that the services, work product, and
deliverables in connection therewith will not infringe upon the proprietary or intellectual
property rights of any third party.



3. Independent Contractor/Non-compete.




     a.) Contractor agrees that any work performed hereunder is performed as an independent
contractor. Contractor shall not be considered an employee for any purpose nor be eligible for any
employee benefits including workers’compensation coverage. Contractor shall be responsible for the
payment of all taxes due with respect to the amounts paid hereunder (and AG may issue Contractor an
IRS 1099 form regarding the same). Contractor is responsible for maintaining his own benefits and
insurance and hereby releases AG from any claims that he may have in connection with or related to
his failure to do so including but not limited to any workers’ compensation-type claim.



     b.) During the term of this agreement, and for a period of one (1) year thereafter,
Contractor, shall not, without the prior written consent of AG, provide services that are similar
to services



1









 







provided by Contractor to AG hereunder with respect to any business that competes with the greeting
card or broader social expressions business of AG.



4. Payment.




     AG shall pay Contractor a one-time retainer of $13,000 and a daily rate of $1,600 per day.
Contractor shall submit detailed invoices on a monthly basis to AG, Attn. Zev Weiss. Each invoice
shall include, (a) the dates services were performed; and (b) an itemization of reimbursable
expenses (such expenses to be reimbursed based on the actual, reasonable out-of-pocket expenses
incurred by Contractor); and (c) Contractor’s federal tax identification number or social security
number, as the case may be. Payment terms are 2% 30 or net 75 days.



5. Confidentiality/Non-Disclosure/Ownership.




     a.) Contractor acknowledges and aggress that, in the course of performing services hereunder,
Contractor may have access to and be entrusted with confidential or proprietary information
concerning the business of AG, and the disclosure of said information to competitors of AG would be
detrimental to the interests of AG.



     b.) Contractor further acknowledges and agrees that the right to maintain the confidentiality
of such information constitutes a proprietary right that AG is entitled to protect. Accordingly,
Contractor is prohibited, during the continuance of this agreement nor at any time thereafter, from
using or disclosing to any person, firm or corporation, or including such confidential information
with (including in the aggregate or in combination with) other information or with Contractor’s
property even if such use, disclosure, or inclusion (in aggregation, in combination, or otherwise)
masks the source of the confidential information.



     c.) “Confidential information” as it shall apply to this agreement shall mean any trade
secret, data, know-how or information concerning the business, business practices, products,
development, research, techniques, equipment, marketing, sales, inventions, discoveries, ideas,
management methods or financial matters, or any confidential or secret aspect of the business of AG
or its subsidiaries or affiliates or belonging to a third-party supplier of AG.



     d.) Notwithstanding the foregoing, the limitations in this section shall not apply to
confidential information that is (i) in the public domain through no act of Contractor in violation
of this agreement, (ii) obtained by Contractor from a third party that is not bound by a
confidentiality obligation to the disclosing party, (iii) already known to Contractor, or is
subsequently developed by Contractor independently and without breach of this agreement, and
Contractor can reasonably demonstrate that such is the case, or (iv) required to be disclosed
pursuant to a court order or other requirement of any duly constituted government agency or other
authority having jurisdiction over such party; provided, however, that Contractor shall first have
given notice to AG and shall give AG a reasonable opportunity to interpose an objection or obtain a
protective order requiring that the Confidential Information so disclosed be used only for the
purposes for which the order was issued.



     e.) Contractor acknowledges and agrees that all work product and deliverables prepared for AG
during the course of this agreement shall be deemed a “work for hire,” and that AG shall be the
sole and exclusive owner of all such work product and deliverables.



2









 





6. Hold Harmless




     Contractor shall defend, indemnify, and hold AG harmless from any claims, damages, and
liabilities AG may suffer as a result of Contractor’s failure to comply with the material terms and
conditions contained in this agreement.



7. Complete Contract.




     This agreement and any attached exhibit(s) constitute the complete agreement and understanding
between the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, written or oral.
Except as otherwise provided herein, no waiver, alteration, or modification of the provisions hereof shall
be binding on either party unless in a writing signed by a duly authorized representative of each party.




8. Modifications.




     Any
modifications of this Agreement will be effective only if it is in writing and signed by the party to be charged.



9. Waiver.




     The
failure of either party to insist on strict compliance with any of
the terms, covenants, or conditions of this agreement by the other party shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any
right or power at anyone time or times be deemed a waiver or
relinquishment of that right or power for all or any other times.




10. Governing law.




     The validity, interpretation and performance of this agreement shall be governed and construed
in accordance with the laws of the State of Ohio excluding conflict of law provisions.



In witness whereof, the parties have signed this Agreement as of the first date referenced above,




	 	 	 	 	 
	 	American Greetings Corporation

 	 
	 	By  	/s/ Brian T. McGrath
 	 
	 	Name: Brian T. McGrath  	 
	 	Title: Vice President, Human Resources  	 
	 
	 	Joseph S. Hardin, Jr.

 	 
	 	By  	                                   /s/ Joseph S. Hardin, Jr.
 	 
	 	 	 	 
	 	 	 	 



3









 






	 	 	 	 	 



Exhibit A




Description of Services



General management and strategy consulting, including without limitation supply chain,
retailer relationships, product design and production.





4