Contractor Agreement Form

CONTRACTOR AGREEMENT

This Contractor Agreement (the "Agreement") is entered into as of by and between Client Name: with address and Contractor Name: with address .

RECITALS

WHEREAS, Client requires certain services and deliverables described in this Agreement; and

WHEREAS, Contractor represents that Contractor has the experience, qualifications, and personnel necessary to perform the services in a professional manner in accordance with industry standards; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the engagement of Contractor by Client on the terms and conditions set forth herein.

SCOPE OF WORK

Contractor shall perform the services and deliverables described below. Contractor agrees to provide labor, materials, equipment, supervision, and all other items necessary for the performance of the Work in a professional and workmanlike manner.

PAYMENT TERMS

Client shall pay Contractor the fees and reimburse expenses in accordance with the schedule set forth below. All amounts are payable in U.S. dollars unless otherwise specified. Contractor shall submit invoices in the form reasonably acceptable to Client, and Client shall pay all undisputed amounts within the time period set forth below.

Any past-due amount shall accrue interest at the lesser of (a) the rate of or (b) the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Contractor in collecting any overdue amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period set forth above following written notice specifying the breach. Client may terminate for convenience upon providing the notice set forth above, subject to payment for Work performed through the effective date of termination and any non-cancellable commitments incurred by Contractor in reasonable reliance on this Agreement.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not disclose Confidential Information to any third party except as permitted herein; and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available without breach, was already known to the receiving party without obligation of confidentiality, or was independently developed without use of Confidential Information.

INTELLECTUAL PROPERTY; LICENSES

Unless otherwise agreed in writing, Contractor hereby assigns to Client all right, title, and interest in and to work product created specifically for Client under this Agreement, and Contractor shall provide reasonable assistance to effect such assignment. Contractor retains ownership of Contractor's pre-existing materials, tools, and methodologies, and grants Client a non-exclusive, perpetual license to any such materials incorporated into deliverables to the extent necessary for Client's use of the deliverables.

INSURANCE AND INDEMNIFICATION

Contractor shall maintain insurance appropriate to the scope of the Work, including general liability and, where applicable, professional liability and workers' compensation. Contractor agrees to indemnify, defend, and hold harmless Client from and against any third-party claims arising out of Contractor's negligent acts or omissions in performance of the Work, except to the extent caused by Client's gross 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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of Parties: Contractor is an independent contractor and not an employee, partner, or agent of Client. Contractor is solely responsible for all taxes, withholdings, and other statutory obligations with respect to Contractor's personnel. If any provision of this Agreement is held unenforceable, the remaining provisions shall continue in full force and effect.

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