Business ICCCA Template

BUSINESS INDEPENDENT CONTRACTOR, CONFIDENTIALITY AND CONSULTING AGREEMENT

This Independent Contractor, Confidentiality and Consulting Agreement (the Agreement) is made effective as of by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client is engaged in the business of providing goods and services and desires to retain Contractor to provide consulting and related services as described in this Agreement; and

WHEREAS, Contractor represents that Contractor has the expertise, personnel and resources to perform the services described herein and is willing to perform such services as an independent contractor under the terms set forth below; and

WHEREAS, the parties intend to protect the confidentiality of certain information disclosed in connection with the provision of services and to allocate ownership of work product as set forth in this Agreement.

1. SCOPE OF WORK

2. PAYMENT TERMS

3. TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for any reason upon providing written notice at least days prior to the effective date of termination.

Either party may terminate immediately for material breach that remains uncured for thirty (30) days after receipt of written notice specifying the breach. Upon termination, Client shall pay Contractor for services performed and expenses properly incurred through the effective date of termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public, proprietary or confidential information disclosed by one party (the Discloser) to the other (the Recipient), whether orally, visually or in writing, including business plans, technical data, trade secrets, customer lists, pricing, marketing strategies, and work product.

The Recipient shall: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as permitted herein; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure, which measures shall be at least as protective as those it uses to protect its own confidential information.

Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the Recipient; (ii) was rightfully in the Recipient’s possession prior to disclosure; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed without use of Confidential Information. Disclosure required by law or regulation is permitted provided the Recipient gives prompt written notice to the Discloser and cooperates in any lawful effort to seek protective relief.

Upon termination or upon written request, the Recipient shall promptly return or destroy all Confidential Information and certify in writing that such action has been taken, excepting any archival copies required for compliance with recordkeeping obligations.

5. INTELLECTUAL PROPERTY AND WORK PRODUCT

Contractor agrees that all work product, inventions, discoveries, developments, designs, specifications, documentation and other deliverables conceived, developed or delivered by Contractor under this Agreement (collectively, Work Product) shall be the sole and exclusive property of Client. Contractor hereby assigns and agrees to assign to Client all right, title and interest in and to the Work Product, including all intellectual property rights therein. Contractor shall execute all instruments and take all actions reasonably requested by Client to effectuate such assignment.

Contractor retains the right to use general skills, knowledge and experience acquired during performance of the services, provided such use does not incorporate Client Confidential Information or Work Product.

6. INDEPENDENT CONTRACTOR RELATIONSHIP

Contractor is an independent contractor and not an employee, agent or partner of Client. Contractor has no authority to bind Client. Contractor is responsible for all federal, state and local taxes and insurance obligations associated with compensation paid under this Agreement.

7. REPRESENTATIONS, INDEMNITY AND LIMITATION OF LIABILITY

Each party represents that it has the authority to enter into this Agreement. Contractor represents that services will be performed in a professional manner consistent with industry standards. Contractor shall indemnify and hold Client harmless from claims arising from Contractor’s breach of this Agreement or negligent acts or omissions. EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES.

8. GOVERNING LAW

9. ENTIRE AGREEMENT

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

10. NOTICES

11. MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that remedies at law may be inadequate for breach of confidentiality or intellectual property obligations and that injunctive relief may be sought in addition to other remedies.

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