Fill and Sign the Agreement between Publisher and Programmer Regarding Software Programming Services Form

Agreement between Publisher and Programmer regarding Software Programming Services Agreement made on the __________________ (date), between __________________ (Name of Programmer) of _____________________________________________ (street address, city, county, state, zip code), referred to herein as Programmer, and __________________ (Name of Publisher), a corporation organized and existing under the laws of the state of __________________ (name of state) , with its principal office located at _____________________________________________ (street address, city, county, state, zip code) , referred to herein as Publisher. Whereas, Programmer and Publisher desire to facilitate the Publisher's purchase of the Programmer's software programming services, hereinafter referred to as the Services;Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: I.Programmer’s Services. Programmer, pursuant to the provisions of this Agreement, agrees to provide software programming services for the Publisher, as follows: _______________________________________________________________ (describe).II.Fees of Programmer. Publisher shall pay the Programmer for Services in accordance with the schedule attached hereto as Exhibit A and made a part hereof.III. Expenses. Programmer will provide all ordinary and personal items as may be necessary or appropriate to providing the Services. The Publisher will not be responsible for payment or reimbursement of any fees or expenses of the Programmer, except for those fees and expense items specifically authorized or otherwise set forth in this Agreement. The Publisher will reimburse the Programmer for all reasonable expenses incurred which are incidental to the services performed hereunder and which have been agreed upon in advance by both parties.IV. Billing and Payment. Programmer shall submit periodic invoices to the Publisher detailing the hours worked and the work performed. All invoices must specify the invoice total and period covered. Expenses must be itemized and substantiated by the attachment of receipts for all expense items. The Publisher shall pay the Programmer within (number) days for any invoice submitted by the Programmer.V. Independent Contractor. Programmer warrants that he/she is an independent professional contractor providing services to the general public, and that the Programmer will not in any event be construed as or hold himself to be an employee of the Publisher. It is further agreed that at no time will the Programmer or the work efforts of the Programmer be under the supervision or control of the Publisher, although the Programmer agrees to comply with all reasonable requests and regulations applicable to any other business contractor utilized by the Publisher. It is also agreed that the Programmer, as an independent contractor, is not restricted to working exclusively for the Publisher during the term of the Agreement.VI. Ownership of Work. Programmer expressly acknowledges that the services provided and the materials created by the Programmer hereunder are being specially ordered and commissioned by the Publisher. All works performed hereunder shall beconsidered to be made-for-hire under the United States Copyright Act and, at all stages of development, shall be and remain the sole and exclusive property of the Publisher. The Publisher shall be the sole and exclusive owner and copyright holder of all rights and title in and to the results and proceeds of Programmer's services hereunder in whatever stage of completion. If for any reason the Programmer's work hereunder is determined at any time not to be a work made for hire, the Programmer herebyirrevocably transfers and assigns to the Publisher all right, title and interest therein, including all copyrights, as well as all renewals and extensions thereto. Programmer further agrees to take all actions and execute and deliver all documents requested by the Publisher in order to evidence the assignment of the Publisher's rights in and to the Work.VII.Promotion. Programmer agrees not to write, enter, or insert any personal copyright notices, website addresses, email addresses or other contact information anywhere within the programming code, the graphics, or in any installation routine. TheProgrammer further agrees that any such copyright notices, website addresses or email addresses in the programming code shall be exclusively as specified by the Publisher. Notwithstanding the above restrictions, the Programmer is permitted to use the overallconcept of the work performed for the Publisher in promoting the Programmer's services to other potential clients.VIII.Attribution. Programmer agrees that the Publisher may make any changes or additions to the Work prepared by the Programmer, which the Publisher in its sole discretion may consider necessary, and may engage others to do any or all of theforegoing, with or without attribution to the Programmer. The Programmer waives any so-called moral rights in the Work.IX. Originality. Programmer represents that, except with respect to material furnished to the Programmer by the Publisher, the Programmer is the sole author of the Work and all of the Programmer's services are not copied in whole or in part from any other work.X.Insurance and Taxes. Programmer is responsible for providing for himself any required Workers Compensation, Disability, Unemployment, Automobile Insurance, and/or any other insurance required by the applicable governments. The Programmer is also responsible for payment of any Local, State and Federal taxes, and any other tax that may arise out of this Agreement. XI.Confidentiality. The parties hereto acknowledge that during the course of the Programmer's service to the Publisher pursuant to this Agreement, it may become necessary for the Publisher to disclose Proprietary Information to the Programmer. TheProgrammer fully understands that the maintenance of such information in strict confidence and the confinement of its use to the Publisher is of vital importance to the Publisher. The Programmer agrees that the information and knowledge divulged to theProgrammer by the Publisher or which the Programmer acquires in connection with or as a result of the Programmer's services hereunder will be regarded by the Programmer as strictly confidential.XII. Records. Programmer recognizes that all records and copies of records regarding the Publisher's operations, and businesses made or received by the Programmer during the period of this Agreement are and will be the exclusive property of the Publisher, and the Programmer will keep the same at all times in the Programmer's custody and control, and will surrender the same to the Publisher immediately upon the request or upon completion of the Services described herein.XIII. Duration. This Agreement is effective on the date entered into and will terminate upon satisfactory completion of the agreed upon Services, but no later than six (6) months after the effective date. Either party may terminate this Agreement without cause upon thirty (30) days written notification to the other party at the address shown in this Agreement. This Agreement shall be terminated automatically in the event of the Programmer's death. On termination of this Agreement, the Publisher's obligation to pay the Programmer, except for services already accrued or incurred, will terminate.XIV. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. XV. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.XVI.Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of __________________ (name of state).XVII.Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.XVIII. Mandatory Arbitration. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. XIX.Entire Agreement. This Agreement shall constitute the entire Agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.XX.Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.XXI.Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.XXII.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.XXIII. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.WITNESS our signatures as of the day and date first above stated._____________________________(Name of Publisher) __________________________By__________________________ (Signature of Programmer) (Signature of Officer)_____________________________ _____________________________ (Printed Name of Programmer) (Printed Name and Title)