Contract with Independent Contractor with Confidentiality Agreement and Covenant Not to Compete

Contract with Independent Contractor with Confidentiality Agreement and Covenant Not to Compete

Independent Contractor agreement made on the (date), between of referred to herein as Contractor, and a corporation organized and existing under the laws of the state of , with its principal office located at referred to herein as Employer.

Whereas, Employer owns and operates a at the address set forth above, and Employer desires to have the following services performed at Employer's place of business ; and

Whereas, Contractor agrees to perform these services for Employer under the terms and conditions set forth in this Contract.

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

The work to be performed by Contractor includes all services generally performed by Contractor in Contractor's usual line of business, including, but not limited to, the following:

2. Payment

Employer will pay Contractor $ for the work to be performed under this contract, according to the following schedule:

3. Relationship of Parties

The parties intend that an independent contractor-employer relationship will be created by this Contract. Employer is interested only in the results to be achieved, and the conduct and control of the work will lie solely with Contractor. Contractor is not to be considered an agent or employee of Employer for any purpose. Employer is not responsible for withholding, and shall not withhold, FICA or taxes of any kind from any payments which it owes Contractor, and the employees of Contractor are not entitled to any of the benefits that Employer provides for Employer's employees. It is understood that Employer does not agree to use Contractor exclusively. It is further understood that Contractor is free to contract for similar services to be performed for other employers while under contract with Employer.

4. Employees of Contractor

Contractor shall be solely responsible for paying its employees. Contractor shall be solely responsible for paying all FICA and other taxes, workers' compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing and other benefits for the Contractor and his employees, servants and agents.

5. Liability

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. Contractor will carry, for the duration of this Contract, public liability insurance in an amount acceptable to Employer. Contractor agrees to indemnify Employer for any and all liability or loss arising in any way out of the performance of this Contract.

6. Duration

Either party may cancel this Contract on days' written notice; otherwise, the Contract shall remain in force for a term of from the date hereof.

7. Confidentiality

Contractor agrees that: (a) all knowledge and information that Contractor may receive from Employer or from its employees or other Contractors of Employer, or by virtue of the performance of services under and pursuant to this Agreement, relating to such as designs, customer information, products, processes, machinery, apparatus, prices, discounts, costs, business affairs, future plans, or technical data, belong to Employer or to those with whom Employer has contracted regarding such information; and (b) all information provided by Contractor to Employer in reports of work done, together with any other information acquired by or as direct result of employment as a Contractor by Employer and during the term of such employment, shall be regarded by Contractor as strictly confidential and held by Contractor in confidence, and solely for Employer's benefit and use, and shall not be used by Contractor or directly or indirectly disclosed by Contractor to any person whatsoever except to Employer or with Employer's prior written permission.

8. Services after Termination and Covenant Not to Compete

Contractor agrees that, for period of years following the termination of this Agreement, Contractor will not directly or indirectly:

A. Perform any similar services for any person or firm engaged in the business of in County, (state).

B. If any restriction set forth in this Section 7 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

C. The restrictions contained in this Section 7 are necessary for the protection of the business and goodwill of the Employer and are considered by Contractor to be reasonable for such purpose. Contractor agrees that any breach of this Section 7 will cause the Employer substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Employer shall have the right to seek specific performance and injunctive relief.

9. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, 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.

10. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

11. Notices

Any notice provided for or concerning this Agreement 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 Agreement.

12. Mandatory Arbitration

Any dispute under this Agreement 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.

13. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

14. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

15. Assignment of Rights

The rights of each party under this Agreement 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.

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.