Client IC Submission Form

CLIENT IC SUBMISSION AND ENGAGEMENT AGREEMENT

This Independent Contractor Submission and Engagement Agreement (the Agreement) is entered into as of Effective Date: by and between:

Client Name:

Independent Contractor Name:

WHEREAS

WHEREAS, Client engages contractors to perform services from time to time and has requested submission of the Independent Contractor identified above for performance of defined services; and

WHEREAS, Independent Contractor represents that Independent Contractor possesses the professional qualifications, experience, and ability to perform the services set forth in this Agreement and agrees to provide those services as an independent contractor and not as an employee; and

WHEREAS, the parties desire to set forth the terms governing the submission, engagement, ownership of deliverables, payment, confidentiality, and termination of services.

SCOPE OF WORK

The Independent Contractor shall perform the services described below in accordance with the terms of this Agreement.

PAYMENT TERMS

Client agrees to pay Independent Contractor the compensation set forth below in full consideration for the services and deliverables.

Invoices shall be submitted by Independent Contractor to Client and are due within days of receipt unless otherwise agreed in writing. Unpaid amounts shall accrue the late fee provided above.

Client will reimburse pre-approved, reasonable expenses incurred in performance of services in accordance with Client's written expense policy.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to termination. Either party may terminate immediately for material breach by the other if such breach is not cured within 10 days of written notice of breach.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public, proprietary, or business information disclosed by a party (Disclosing Party) to the other party (Receiving Party) whether disclosed orally, visually, or in writing, including but not limited to trade secrets, technical and business data, customer lists, pricing, and planned products or services. Confidential Information does not include information that is (a) or becomes generally available to the public other than by breach of this Agreement; (b) already rightfully known to Receiving Party at the time of disclosure; or (c) independently developed by Receiving Party without use of Disclosing Party's Confidential Information.

Receiving Party shall (i) keep Confidential Information confidential using at least the same degree of care as it uses to protect its own confidential information but not less than reasonable care; (ii) not use Confidential Information except to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, agents, or subcontractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those in this Agreement. The obligations in this section shall survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Independent Contractor agrees that all deliverables, materials, inventions, designs, developments, and work product created specifically for Client under this Agreement (Work Product) shall be the exclusive property of Client. Independent Contractor hereby assigns, transfers and conveys to Client all rights, title, and interest in and to such Work Product. Independent Contractor shall execute reasonably requested instruments to effectuate such assignment. To the extent any moral rights cannot be assigned, Independent Contractor hereby irrevocably waives and agrees not to assert any such rights.

INDEPENDENT CONTRACTOR; TAXES

Independent Contractor is engaged as an independent contractor. Nothing in this Agreement shall create an employer-employee, partnership, joint venture, or agency relationship. Independent Contractor is solely responsible for all federal, state and local taxes, withholdings, and fringe benefits relating to amounts paid under this Agreement.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments hereto, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment must be in writing and signed by both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the parties' original intent.

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