Contractor Authorization Agreement

CONTRACTOR AUTHORIZATION AGREEMENT

This Contractor Authorization Agreement (this Agreement) is entered into as of Effective Date: by and between Client Name: , a(n) organized under the laws of , with its principal place of business at (hereinafter "Client"), and Contractor Name: , a(n) , with its principal place of business at (hereinafter "Contractor"). Client and Contractor are sometimes referred to herein collectively as the Parties and individually as a Party.

RECITALS

WHEREAS, Client desires to engage Contractor to perform certain services as described in the scope of work and Contractor has the experience, qualifications and resources necessary to perform such services in accordance with the terms of this Agreement; and

WHEREAS, Contractor is authorized by Client to perform the Authorized Services set forth in this Agreement and any attachments, subject to the limitations and conditions contained herein; and

WHEREAS, the Parties wish to define their respective rights and obligations with respect to such services, compensation, confidentiality, intellectual property and other matters set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement: "Authorized Services" means the services described in Section 2 and the Scope of Work; "Work Product" means all tangible and intangible results, deliverables, inventions, designs, software, documentation and other materials conceived, authored, developed or delivered by Contractor in the performance of the Authorized Services; "Confidential Information" means non-public information disclosed by one Party to the other that is marked as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure; and "Term" has the meaning set forth in Section 3.

2. AUTHORIZATION AND SCOPE

2.1 Engagement. Client hereby engages Contractor, and Contractor accepts such engagement, to perform the Authorized Services described in the Scope of Work. The parties agree that the Scope of Work shall include tasks, deliverables and milestones as set forth below and may be amended in writing from time to time by mutual agreement.

2.2 Limitation of Authority. Except as expressly provided in this Agreement, Contractor shall have no authority to bind Client to any agreement, representation or obligation. Contractor shall act only within the scope expressly authorized in writing by Client.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on Start Date: and, unless earlier terminated in accordance with this Section, shall continue until End Date: (the Term).

3.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other Party.

3.3 Termination for Cause. Either Party may terminate this Agreement immediately for material breach by the other Party that is not cured within fifteen (15) days after written notice specifying the breach. Termination shall be without prejudice to any remedies available at law or in equity.

4. COMPENSATION, EXPENSES AND INVOICING

4.1 Invoicing. Contractor shall submit invoices in a form reasonably acceptable to Client specifying amounts due and supporting details. Unless otherwise agreed, Client shall pay undisputed invoices within the number of days set forth in Payment Terms of receipt of a proper invoice.

4.2 Expenses. Contractor shall be responsible for all expenses incurred in performing the Authorized Services except for those pre-approved in writing by Client. Pre-approved expenses shall be reimbursed upon submission of reasonable documentation.

5. INDEPENDENT CONTRACTOR; NO AGENCY

5.1 Relationship. Contractor is an independent contractor and is solely responsible for determining the manner and means of performing the Authorized Services. Nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee relationship or agency relationship between the Parties.

5.2 Taxes and Benefits. Contractor shall be solely responsible for all taxes, insurance, withholding and benefits in connection with Contractor's performance under this Agreement. Client shall not provide any benefits to Contractor and shall not withhold taxes on Contractor's behalf.

6. CONFIDENTIALITY

6.1 Confidentiality Obligations. Each Party shall hold in confidence and not disclose or use the other Party's Confidential Information except as necessary to perform its obligations under this Agreement. Confidential Information shall be used solely for the purposes of this Agreement.

6.2 Exclusions. Confidential Information does not include information that (a) is or becomes generally known to the public through no fault of the receiving Party; (b) was in the receiving Party's possession prior to receipt from the disclosing Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing Party's Confidential Information.

7. INTELLECTUAL PROPERTY

7.1 Ownership of Work Product. Except for Contractor's pre-existing materials and third-party materials, Contractor agrees that all Work Product shall be deemed a "work made for hire" to the fullest extent permitted by law and shall be the exclusive property of Client. To the extent any Work Product is not a work made for hire, Contractor hereby assigns and transfers to Client all right, title and interest in and to such Work Product.

7.2 License to Contractor. If applicable, Client may grant Contractor a limited, nonexclusive, nontransferable license to use Work Product solely to perform Contractor's obligations under this Agreement, subject to the terms and restrictions set forth herein.

8. INSURANCE AND COMPLIANCE

8.1 Insurance. Contractor shall maintain commercial general liability insurance, professional liability (as applicable), and workers' compensation coverage in amounts customary and sufficient for the Services. Contractor shall furnish certificates evidencing such insurance upon Client's request.

8.2 Compliance with Laws. Contractor shall comply with all applicable laws, rules and regulations in the performance of the Authorized Services and shall obtain and maintain all permits and licenses required to perform the Services.

9. INDEMNIFICATION

Contractor shall defend, indemnify and hold harmless Client, its officers, directors and employees from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from Contractor's negligence, willful misconduct or breach of this Agreement, provided that Client gives Contractor prompt written notice of any claim and reasonable cooperation in the defense of such claim.

10. LIMITATION OF LIABILITY

Except for liability arising from a Party's gross negligence, willful misconduct or breach of Section 6 (Confidentiality) or Section 7 (Intellectual Property), neither Party shall be liable to the other for indirect, incidental, consequential or punitive damages, and each Party's aggregate liability for claims arising under this Agreement shall be limited to the total fees paid by Client to Contractor under this Agreement during the twelve (12) month period preceding the claim.

11. NOTICES

11.1 Method. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, addressed to the Party at the address set forth below or to such other address as a Party may specify by notice in accordance with this Section.

12. AMENDMENT; WAIVER; COUNTERPARTS

12.1 Amendment. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

12.2 Waiver. Failure by either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or of the right to enforce it subsequently.

12.3 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures shall be binding and enforceable to the same extent as original signatures.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

14. ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that, to the extent possible, preserves the Parties' original intent.

16. MISCELLANEOUS

16.1 Assignment. Neither Party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that Client may assign this Agreement in connection with a sale of substantially all of its assets or equity.

16.2 Subcontracting. Contractor may engage subcontractors to perform portions of the Authorized Services only with Client's prior written consent and provided that Contractor remains fully responsible for the performance of its obligations hereunder.

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