Fill and Sign the Agreement with Independent Contractor to Develop Exam Questions and Cases for Form

Agreement with Independent Contractor to Develop Exam Questions and Cases for Website which Provides Test Preparation Services for Medical Licensing Exams Agreement made on the ________________ (date) , between ___________________ (Name of Owner of Website) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at _________________________________ _______________________________________________ (street address, city, state, zip code) , referred to herein as Owner , and _______________________ (Name of Contractor) of ____________________________________________________________________________ (street address, city, province, zip code) , referred to herein as Contractor . Whereas, Owner develops exam questions and cases for its Website at http://www.xxxxx.com and desires to have the services performed as described below; Whereas, Contractor agrees to perform these services for Owner under the terms and conditions set forth in this Agreement. 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: 1. Description of Work A.Create questions and cases for the Medical Council of Canada Evaluating and Qualifying exams (the MCCEE, the MCCQE Part 1 and the MCCQE Part 2). 1 Questions and cases must be on one of the following six subjects tested on this exam: 1.General Medicine; 2. Pediatrics; 3. OBGYN; 4. Surgery; 5. Psychiatry; 6. Preventive Medicine and Community Health (PMCH); B. Create Clinical Decision Making Cases (CNM) for the MCCQE Part 1. 2 C.Create Testlet Cases created for the MCCQE Part 1. 3 D.Create Questions and Cases for the MCCQE Part 2. 4 Questions and cases must be on one of the following six subjects tested on this exam: 1 Guidelines on how create CDM Cases: http://www.xxxx.ca/pdf/CDM_Guidelines_e.pdf.pdf. 2Sample CDM cases can be viewed by logging into http://www.xxxx.com/exam/login.php. 3Guidelines on how create Testlet Cases can be seen at http://www.xxxx./pdf/MCQ_Guidelines_e.pdf.pdf ; sample Testlet Cases can be viewed by logging into http://www.xxxxx.com/exam/login.php . 4Guidelines on how create MCCQE Part 2 Cases can be found at http://www.xxxx.com/MCCQE_Part2_Guidelines . Information about this exam can be found at http://www.xxxx/exams/qe2/reference.shtml . Sample MCCQE Part 2 1.General Medicine; 2. Pediatrics; 3. OBGYN; 4. Surgery; 5. Psychiatry; 6. Preventive Medicine and Community Health (PMCH); 2.Compensation and Benefits A.Contractor shall be paid on the first day of each month as follows: 1. $35.00 per Testlet case; 2. $35.00 per CDM case; 3. $35.00 per MCCQE 2 Case. B. Contractor shall receive a free subscription to Owner’s QBanks during the term of this Agreement for the duration that Contractor is developing questions and cases pursuant to this Agreement. C. Contractor shall receive up to three (3) free online subscriptions to Owner’s QBanks for family members and colleagues and/or friends. D. Consideration for long term involvement with future projects, including development of flashcards and videos in the near future for additional compensation. E. Payment will be made monthly to Contractor’s PayPal account.. 3.Relationship of the Parties Contractor is an independent contractor and is not an employee, servant, partner or joint venturer of Owner. Owner shall determine the services to be provided by Contractor, but Contractor shall determine the legal means by which it accomplishes the services in accordance with this Contract. Owner is not responsible for withholding, and shall not withhold or deduct from the commissions FICA or taxes of any kind, unless such withholding becomes legally required. Contractor is not entitled to receive the benefits which employees of Owner and is not entitled to receive and shall not be entitled to workers compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing, or Social Security on account of his services to Owner. 4. Liability Cases can be found at http://www.xxxx.com/MCCQE-Part2.php . In addition Owner can email you several more sample MCCQE Part 2 Cases if you need them. The work to be performed under this Contract will be performed entirely at Contractor's risk, and Contractor assumes all responsibility for the condition of tools and equipment used in the performance of this contract. 5. Duration of Contract Either party may cancel this Contract on _____days' written notice; otherwise, the Contract shall remain in force for a term of (specify period time) ________________________ from the date of this Contract. 6. Severability The invalidity of any portion of this Contract will not and shall not be deemed to affect the validity of any other provision. If any provision of this Contract 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. 7. No Waiver The failure of either party to this Contract to insist upon the performance of any of the terms and conditions of this Contract, or the waiver of any breach of any of the terms and conditions of this Contract, 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. 8. Governing Law This Contract shall be governed by, construed, and enforced in accordance with the laws of the State of ______________. 9. Notices Any notice provided for or concerning this Contract 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 Contract. 10. Attorney’s Fees In the event that any lawsuit is filed in relation to this Contract, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 11. Mandatory Arbitration Any dispute under this Contract 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. 12. Entire Contract This Contract shall constitute the entire Contract between the parties and any prior understanding or representation of any kind preceding the date of this Contract shall not be binding upon either party except to the extent incorporated in this Contract. 13. Modification of Contract Any modification of this Contract or additional obligation assumed by either party in connection with this Contract shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 14. Assignment of Rights The rights of each party under this Contract 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. 15. In this contract, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. _________________________ (Name of Owner) ________________________ By:________________________________ (Printed Name) ________________________________ ________________________ (Printed Name & Office in Corporation) (Signature of Contractor) ________________________________ (Signature of Officer)