Contractor Confirmation Agreement

CONTRACTOR CONFIRMATION AGREEMENT

This Contractor Confirmation Agreement ("Agreement") is made as of Effective Date: by and between Client Name: , with principal place of business at Client Address: ("Client"), and Contractor Name: , with principal place of business at Contractor Address: ("Contractor").

RECITALS

WHEREAS, Client and Contractor have previously discussed the provision of services described below and Client desires to retain Contractor to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, Contractor represents that it has the necessary experience, personnel, facilities and licenses to perform the services and will perform such services as an independent contractor in accordance with the terms of this Agreement; and

WHEREAS, the parties intend this Agreement to confirm the scope, timing, compensation and other material terms of Contractor's engagement by Client.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. ENGAGEMENT

Client hereby engages Contractor, and Contractor accepts such engagement, to perform the services described in Section 2 in accordance with the terms of this Agreement.

2. SCOPE OF SERVICES

3. TERM

The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with Section 12.

4. COMPENSATION

Contractor shall submit invoices in accordance with Invoice Frequency: . Client shall pay undisputed amounts within Payment Due Days: days of receipt of a correct invoice.

5. EXPENSES

Reimbursable expenses must be pre-approved in writing by Client. Contractor shall submit receipts for all reimbursable expenses. Reimbursable expenses shall be paid in accordance with the Payment Terms.

6. INDEPENDENT CONTRACTOR

Contractor is engaged as an independent contractor. Nothing in this Agreement creates an employment, partnership or agency relationship between the parties. Contractor is solely responsible for payment of all federal, state and local taxes and for withholding, if any.

7. CONFIDENTIALITY

Contractor shall hold in strict confidence and not disclose to any third party any Confidential Information received from Client. Confidential Information means non-public information disclosed in connection with this Agreement. Confidentiality obligations shall survive termination for Confidentiality Period (years): years. Exceptions include information that is publicly available other than through breach of this Agreement or lawfully received from a third party.

8. OWNERSHIP OF WORK PRODUCT

All deliverables, inventions, designs, works of authorship and related materials created by Contractor in the performance of services (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. Contractor retains no rights to use or exploit the Work Product except as expressly agreed in writing by Client. Notwithstanding the foregoing, Contractor shall retain ownership of its pre-existing intellectual property and tools, which shall be listed in Pre-Existing Materials (if any):

9. WARRANTIES; STANDARDS OF PERFORMANCE

Contractor represents and warrants that (a) Contractor has the full right and authority to enter into this Agreement; (b) services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards; and (c) deliverables will not knowingly infringe third-party intellectual property rights. Contractor's sole obligation for breach of warranty shall be the re-performance of nonconforming services or, if re-performance is not commercially practicable, refund of fees paid for such nonconforming services.

10. INDEMNIFICATION

Contractor shall indemnify, defend and hold Client and its officers, directors and employees harmless from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) Contractor's breach of this Agreement; (b) Contractor's negligent acts or omissions or willful misconduct; or (c) any claim that the Work Product infringes a third party's intellectual property rights, except to the extent arising from Client's specifications.

11. INSURANCE

Contractor shall maintain commercial general liability and professional liability insurance in amounts no less than Insurance Limits: , and workers' compensation as required by law. Upon request, Contractor shall furnish certificates evidencing such coverage.

12. TERMINATION

Either party may terminate this Agreement for convenience upon Notice Period (days): days' prior written notice to the other party. Either party may terminate immediately for material breach that is not cured within Cure Period (days): days after written notice. Upon termination Client shall pay Contractor for services performed and expenses incurred through the effective date of termination.

13. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, certified mail, return receipt requested.

14. SUBCONTRACTING

Subcontracting permitted: If subcontracting is used, Contractor shall remain fully responsible for performance and compliance with this Agreement and shall obtain written consent from Client prior to engaging any subcontractor for critical deliverables.

15. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver of that right.

16. GOVERNING LAW

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

17. ENTIRE AGREEMENT

This Agreement, together with any written attachments expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral.

18. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, such provision shall be severed, and the remaining provisions shall remain in full force and effect.

19. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one instrument. Signatures delivered electronically or by facsimile shall be deemed effective as originals.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date(s) set forth below.

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