www.eXFILE.com  888.775-4789 --- J2 GLOBAL COMMUNICATIONS -- FORM 10-KA


    EXHIBIT
10.9

     

     

    Consultancy
Agreement

    


    This
Consultancy Agreement (this “Agreement”) is entered into as of October 1, 2008
(the “Effective Date”), by and between j2 Global Communications, Inc., a
Delaware corporation (“j2”), and John F. Rieley, an individual
(“Consultant”).

    


    The
parties agree as follows:

    


    1.           Subject
to the terms and conditions set forth in this Agreement, j2 hereby retains
Consultant as an independent contractor in a consulting capacity, and Consultant
agrees to perform consulting services for j2 as described in this Agreement. The
relationship between j2 and Consultant created by this Agreement is hereinafter
referred to as the “Consultancy.”

    


    2.           This
Consultancy may be terminated at any time, and for any reason whatsoever, by
either party.

    


    3.           Consultant’s
duties hereunder shall consist of assisting j2 in developing and implementing a
voice services public relations program for the Company.  In
performing these duties, Consultant shall consistently and at all times
diligently and conscientiously use Consultant’s best efforts to further the
interests of j2 and its affiliates.  It is understood and agreed
between the parties hereto that Consultant’s services hereunder are as an
independent contractor and not as an employee of j2 or its
affiliates.

    


    4.           In
consideration of the complete and faithful performance of Consultant’s duties
pursuant to this Agreement, and as Consultant’s sole consideration hereunder,
the Consultant shall be entitled to payment of $60,000.00 per annum, payable
each calendar month in advance, in equal installments of $5,000.00
each.  In addition, in the event Consultant perform services in excess
of 20 hours in a month and Consultant performs such excess services Consultant
shall be paid an additional $500 per hour for each hour of such requested excess
work performed but only if the Company is invoiced for such services within two
weeks of the end of the month in which the excess services were
performed.  Moreover, once Consultant has performed 5 excess hours in
a month, Consultant shall not be compensated for any additional excess hours
during the month unless the Company in its discretion requests in writing that
Consultant perform such additional excess hours. Consultant expressly
acknowledges and agrees that the consideration described in this Section is the
entirety of the consideration, pay, fees, benefits, or other things of value of
any kind to be provided by j2 or its affiliates to Consultant for Consultant’s
services pursuant to this Agreement.

    


    5.           The
Consultancy, this Agreement and j2’s obligation to provide the consideration
described in Section 4 of this Agreement shall begin on the Effective Date and
continue for a period of one year thereafter unless earlier terminated upon the
occurrence of any one or more of the following:

    


    (a)       j2’s
and Consultant’s entry into and execution of a written agreement to such
termination; or

    


    (b)  Any
breach by Consultant of any provision of this Agreement, including without
limitation any failure by the Consultant to observe and to fully and faithfully
perform each and all of Consultant’s duties, responsibilities, and obligations
pursuant to this Agreement.

    


    Following
expiration of the initial one (1) year term this Agreement, the term shall
automatically renew for successive one (1) year periods unless either party
provides the other written notice of termination at least 60 days prior to the
next automatic renewal

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6.           Consultant
acknowledges that j2 has trade secrets, proprietary and confidential information
(“Information”) which is vital to the success of its business and requires
protection against unauthorized use and disclosure.  Consultant
understands that from time to time Consultant will have access to such
Information, which j2 will disclose to Consultant solely to permit him to
perform Consultant’s duties and solely pursuant to Consultant’s agreement
hereunder.  Such Information shall include, but shall not be limited
to, j2’s customers, customer support materials, prospects, strategic and
marketing plans, financial information, designs, specifications, processes,
methods, network infrastructure, software, diagnostics, products and
research.  At all times hereafter, both during and after the term of
this Agreement and whether or not this Agreement is terminated for cause,
Consultant shall treat as confidential all Information, in any media or form,
which may be disclosed to Consultant or which Consultant may acquire as a result
of or through Consultant’s work for j2 (unless the same has clearly come into
the public domain).  Further, at all times hereafter, both during and
after the term of this Agreement and whether or not this Agreement is terminated
for cause, Consultant shall keep the Information secret, neither directly or
indirectly using, divulging or furnishing it nor making it available either to
or for the benefit of any person or entity, including Consultant (other than to
or for j2 exclusively) unless on a “need to know” basis in the course of work
for j2 and then only in such manner as to preserve such secrecy.  At
all times hereafter, both during and after the term of this Agreement and
whether or not this Agreement is terminated for cause, Consultant shall promptly
advise the General Counsel or Vice President of Human Resources of j2 (each, an
“Authorized Executive”) in writing of any knowledge, personal or otherwise,
which Consultant may have of any unauthorized release or use of such
Information.  Further, Consultant shall return any Information in
Consultant’s possession to an Authorized Executive in the same form as received
by Consultant, when and as requested by such Authorized Executive and, in any
event, upon the termination of this Agreement, whether or not terminated this
Agreement is terminated for cause.  Consultant shall not make any copy
of the Information except with the prior written approval of an Authorized
Executive.

    


    7.            
(a)           Consultant
agrees that all interests in any inventions, discoveries, improvements,
developments, tools, machines, apparatus, appliances, designs, promotional
ideas, practices, processes, formulae, methods, techniques, trade secrets,
products and research related to the products or the business of j2 (“New
Developments”) made, discovered, developed, or secured by Consultant during the
course of Consultant’s performance of this Agreement shall be the exclusive
property of j2 and shall be deemed to be “works for hire”.  The
foregoing covenant will apply whether any of such New Developments are made,
discovered, developed or secured (i) solely or jointly with others, (ii) during
the usual hours of work or otherwise, (iii) at the request or upon the
suggestion of j2 or otherwise, or (iv) with j2’s materials, tools or instruments
or on j2’s premises or otherwise.

    


    (b)           At
the request and expense of j2, from time to time during the term of this
Agreement and the one-year period immediately following the termination hereof,
Consultant will make such applications in due form for letters patent,
copyrights or trademarks, domestic and foreign, as j2 may reasonably request
with respect to any New Developments and will assign to j2 or persons or
entities designated by j2 all of Consultant’s right, title and interest in and
to such letters patent, copyrights and trademarks and the applications
therefore.  At any time during the term of this Agreement and the
one-year period immediately following the termination hereof, Consultant will
execute any and all instruments and documents and take such further reasonable
acts, at the expense of j2, which j2 may deem necessary or desirable in
connection with such applications for letters patent, copyrights or trademarks
or in order to establish, evidence or perfect in j2 or persons designated by j2
the entire right, title and interest in and to such letters patent, copyrights
or trademarks and all other New Developments.

    


    (c)           Consultant
further agrees that j2 shall be the sole and exclusive owner, throughout the
universe in perpetuity, of all the results and proceeds of any services
performed by Consultant during the course of Consultant’s performance of this
Agreement, all of which shall be deemed work made for hire for j2 within the
meaning of the copyright laws of the United States.

    


    
      
         

      

      
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    8.           During
the course of Consultant’s performance of this Agreement, Consultant may have
access to j2’s computers and/or other electronic communications systems,
including but not limited to voicemail, email, client databases, and Internet
and Intranet systems.  Consultant acknowledges and agrees that such
systems are strictly for business use related to j2’s business, and shall not be
used by Consultant for personal use. Consultant further acknowledges and agrees
that, when using j2’s systems, from any location, Consultant has no expectation
of privacy as between Consultant and j2, and all communications made with or on
j2’s systems or equipment are subject to j2’s surveillance, use and disclosure,
in j2’s sole discretion. Consultant also acknowledges and agrees that j2 uses
video surveillance (without audio) in its offices (public areas only), and that
Consultant’s activities may therefore be subject to video surveillance as well,
which video is also subject to j2’s use and disclosure in j2’s sole
discretion.

    


    9.           In
the event of any violation or threatened violation of this Agreement, j2 shall
be entitled to injunctive and other equitable relief on the grounds that such
conduct, if not restrained and/or other equitable relief not granted, would
result in irreparable and serious harm for which damages would be an inadequate
remedy.  Should j2 engage the services of attorneys to enforce its
rights and protect its interest hereunder, Consultant agrees to indemnify it for
all reasonable attorneys’ fees and any costs or expenses related to their
efforts including costs of suit.

    


    10.         THE
PROVISIONS OF THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICT-OF-LAWS PRINCIPLES
THEREOF.  BOTH PARTIES SUBMIT TO PERSONAL JURISDICTION IN CALIFORNIA
AND FURTHER AGREE THAT ANY CAUSE OF ACTION RELATING TO THIS AGREEMENT SHALL BE
BROUGHT EXCLUSIVELY IN A COURT IN LOS ANGELES COUNTY, CALIFORNIA.

    


    11.         If
any provision of this Agreement is held to be invalid or unenforceable, such
provision shall be struck and the remaining provisions shall be enforced. Either
party’s failure to act with respect to a breach by the other party does not
waive such party’s right to act with respect to that or subsequent or similar
breaches. Consultant may not assign or transfer this Agreement or any rights or
obligations hereunder, and any attempt to the contrary is void. This Agreement
sets forth the entire understanding and agreement between the parties with
respect to the subject matter hereof, and may be amended only by a writing
signed by both parties.  Any rule of construction to the effect that
ambiguities are resolved against the drafting party shall not apply to the
interpretation and construction of this Agreement.  This Agreement may
be executed by the parties in two counterparts, both of which together shall
constitute one and the same Agreement.

    


    IN
WITNESS WHEREOF, j2 and Consultant have executed this Agreement on the dates
below written.

    


    Dated:
September ___,
2008                                                                                                Dated:
September ___, 2008

     

    j2 Global
Communications, Inc.

     

    
      
        	 	 	 	 	 	 
	By:  
      	
                 

              	 	 	
              	 
	 	
                Name:

              	 	 	
                John
      F. Rieley

              	 
	 	
                Title: 

              	 	 	
                 

              	 


      

    

     

    
      
         

      

      
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