Business IC Template

BUSINESS INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the Agreement) is entered into as of by and between , with a principal place of business at (Client), and , with a principal place of business at (Contractor).

RECITALS

WHEREAS, Client desires to engage Contractor to perform certain professional services on the terms and conditions set forth in this Agreement; and

WHEREAS, Contractor represents that Contractor has the qualifications, experience and ability to perform such services as an independent contractor and not as an employee; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SCOPE OF WORK

Contractor shall perform the services described below in a professional and workmanlike manner in accordance with industry standards.

2. PAYMENT TERMS

As full compensation for the services rendered under this Agreement, Client shall pay Contractor in accordance with the terms set forth below. Contractor shall be responsible for all taxes and other statutory withholdings arising from payments under this Agreement, unless otherwise required by law.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon delivering to the other party written notice as specified in the Notice Period field above. Either party may terminate this Agreement immediately upon written notice for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within ten (10) days after receipt of written notice specifying the breach.

4. INDEPENDENT CONTRACTOR STATUS

Contractor acknowledges and agrees that Contractor is engaged as an independent contractor. Contractor is not an employee, agent, joint venturer or partner of Client for any purpose and shall not hold itself out as such. Contractor shall have no authority to bind Client.

Contractor acknowledges and agrees to the independent contractor relationship established by this Agreement.

5. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by Client or its affiliates to Contractor, whether disclosed orally, in writing, or by inspection, 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. Confidential Information includes, without limitation, business plans, financial information, customer lists, pricing, trade secrets and product information.

Contractor shall (a) use Confidential Information solely for the performance of this Agreement; (b) protect Confidential Information with at least the same degree of care Contractor uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to Contractor's employees or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein.

The obligations in this Section shall not apply to information that (i) is or becomes generally available to the public other than as a result of a breach by Contractor; (ii) was rightfully in Contractor's possession prior to receipt from Client without restriction; (iii) is rightfully received by Contractor from a third party without restriction on disclosure; or (iv) is independently developed by Contractor without use of Confidential Information. Upon termination of this Agreement, Contractor shall promptly return or destroy Confidential Information as directed by Client and certify destruction in writing upon Client's request.

6. INTELLECTUAL PROPERTY

All work product and deliverables produced by Contractor pursuant to this Agreement that are specifically commissioned by Client (collectively, Work Product) shall be considered "works made for hire" and, to the extent permitted by law, all right, title and interest in and to such Work Product shall vest exclusively in Client. To the extent ownership of any Work Product does not automatically vest in Client, Contractor hereby assigns and agrees to assign to Client all right, title and interest in and to such Work Product, including all copyrights, patents and other intellectual property rights.

7. INDEMNIFICATION

Contractor shall indemnify, defend and hold harmless Client and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) Contractor's negligence, willful misconduct or breach of this Agreement; (b) any claim that Contractor's deliverables infringe a third party's intellectual property rights, except to the extent such claim arises solely from Client's specific instructions or materials.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to choice-of-law principles.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Client may assign this Agreement in connection with a merger or sale of substantially all of Client's assets.

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