Business IC Document

BUSINESS INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Contractor Name: .

Parties and Contact Information

Recitals

WHEREAS, Client desires to engage Contractor to perform certain services relating to Client's business operations, and Contractor represents that Contractor has the qualifications, experience, and abilities to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions of their agreement with respect to such services and to allocate responsibilities, payment, confidentiality, and ownership of work product.

Scope of Work

Contractor shall provide the services described below (the "Services"). The Services shall be performed in accordance with the standards of care and skill customarily exercised by professionals performing similar services.

Payment Terms

As full compensation for the Services, Client shall pay Contractor in accordance with the terms set forth below. Contractor shall submit invoices in the form and frequency set forth in this Agreement.

Client shall reimburse Contractor for pre-approved, reasonable expenses incurred in connection with the performance of Services provided such expenses are documented by receipts and submitted with Contractor's invoice.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above. Either party may terminate immediately for cause where required by law or for material misconduct. Termination shall not relieve Client of the obligation to pay Contractor for Services performed and expenses incurred prior to the effective date of termination.

Confidentiality

Definition: "Confidential Information" means all nonpublic or proprietary information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, customer lists, technical data, strategies and pricing.

Obligation: The Receiving Party shall (a) use Confidential Information solely to perform under this Agreement, (b) not disclose Confidential Information to any third party except to representatives and agents who have a need to know and are bound by confidentiality obligations no less protective than those herein, and (c) take commercially reasonable measures to protect the confidentiality of such information.

Exceptions: Confidential Information does not include information that is or becomes generally available to the public other than by breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information.

Remedies: The parties acknowledge that a breach of this Section would cause irreparable harm for which monetary damages would be an inadequate remedy and that injunctive relief shall be available in addition to any other remedies.

Ownership; Work Product; Taxes

All deliverables and work product conceived, developed or delivered by Contractor under this Agreement that are related to the Services ("Work Product") shall be the exclusive property of Client. To the extent that any Work Product is vested initially in Contractor, Contractor hereby assigns to Client all right, title and interest in and to the Work Product and any associated intellectual property rights.

Contractor acknowledges that Contractor is an independent contractor and not an employee of Client. Contractor is solely responsible for all federal, state and local taxes, insurance, and benefits arising from compensation paid to Contractor under this Agreement.

Indemnification and Insurance

Contractor shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses arising out of Contractor's negligence, willful misconduct, or breach of this Agreement. Contractor shall maintain commercially reasonable insurance coverage for the duration of the Agreement and, upon request, provide evidence of such coverage to Client.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the courts located in .

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

Severability; Survival

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The obligations of the parties that, by their nature, should survive termination or expiration of this Agreement (including confidentiality, ownership of Work Product, indemnification and payment obligations) shall survive any termination or expiration.

Acknowledgment

Each party represents and warrants that the person signing this Agreement on its behalf is duly authorized to bind such party to the terms and conditions herein.

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