Contractor Engagement Letter

CONTRACTOR ENGAGEMENT LETTER

This Contractor Engagement Letter ("Agreement") is entered into as of by and between Contractor Name: and Client Name: .

RECITALS

WHEREAS, Client desires to retain Contractor to perform certain services described herein, and Contractor represents that it has the experience, personnel and resources to perform such services as an independent contractor; and

WHEREAS, the parties wish to set forth the terms and conditions under which Contractor will provide services to Client, including compensation, deliverables, ownership of work product, and other matters set forth below; and

WHEREAS, the parties intend that the relationship between them is that of contractor and client and not that of employer and employee or partners.

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

1. SCOPE OF SERVICES

1.1 Services. Contractor shall provide the services described in the Scope of Services attached hereto or described below (the "Services"). Contractor shall perform the Services in a professional and workmanlike manner in accordance with industry standards.

2. TERM AND TERMINATION

2.1 Term. The term of this Agreement shall commence on the Effective Date and continue until unless earlier terminated as provided herein.

2.2 Termination. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within 15 days after written notice specifying the breach.

3. COMPENSATION AND EXPENSES

3.1 Fees. Client shall pay Contractor the fees set forth below for the Services. Fees shall be invoiced in accordance with the payment schedule and are payable within days of receipt of invoice.

3.2 Reimbursement. Client will reimburse Contractor for reasonable, pre-approved out-of-pocket expenses incurred in connection with performance of the Services upon provision of receipts or other supporting documentation.

3.3 Late Payment. Unpaid amounts shall bear interest at the rate of or the maximum rate permitted by law, whichever is less.

4. INDEPENDENT CONTRACTOR; TAXES

Contractor acknowledges and agrees that Contractor is an independent contractor and not an employee of Client for any purpose. Contractor shall be solely responsible for payment of all federal, state and local taxes, insurance premiums, and other withholdings relating to its performance hereunder.

Individual    Corporation    LLC    Other

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means nonpublic information disclosed by either party in connection with the Services, whether in oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential.

5.2 Obligations. Contractor shall not use or disclose Confidential Information except as necessary to perform the Services. Contractor shall protect Confidential Information with at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care.

5.3 Exceptions. Confidential Information does not include information which (a) is or becomes generally available to the public other than as a result of a breach of this Agreement, (b) was in Contractor's possession prior to disclosure by Client without obligation of confidentiality, or (c) is independently developed by Contractor without use of Client's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Work Product. All tangible and intangible results of the Services, including reports, deliverables, designs, concepts, software code, data and other materials prepared for Client (collectively, "Work Product"), shall be deemed a work made for hire to the fullest extent permitted by law. To the extent ownership of any Work Product does not automatically vest in Client, Contractor hereby assigns and transfers to Client all right, title and interest in and to the Work Product, including all copyrights and other intellectual property rights.

6.2 License Back. If Contractor retains any pre-existing proprietary materials incorporated in Work Product, Contractor grants Client a nonexclusive, royalty-free, worldwide license to use such pre-existing materials as incorporated in the Work Product for Client's internal business purposes.

7. INDEMNIFICATION

Contractor shall defend, indemnify and hold harmless Client and 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 (a) Contractor's negligence or willful misconduct, (b) Contractor's breach of any representation, warranty or obligation under this Agreement, or (c) Contractor's infringement or alleged infringement of any third-party intellectual property rights in connection with the Services.

Client shall indemnify and hold Contractor harmless from claims arising out of Client's negligence, breach of this Agreement or Client-supplied materials that infringe third-party rights.

8. INSURANCE

Contractor shall maintain commercial general liability insurance and, where applicable, professional liability/errors & omissions insurance in amounts reasonably sufficient for the Services and customary in the industry. Evidence of insurance and additional insured endorsements shall be provided to Client upon request.

9. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Contractor represents that the Services will be performed in a professional manner and that the Work Product will not knowingly infringe the intellectual property rights of a third party.

10. COMPLIANCE WITH LAWS

Contractor shall comply with all applicable federal, state and local laws, rules and regulations in performing the Services, including those regarding labor, safety, export controls and data protection.

11. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below by hand, certified mail (return receipt requested), or overnight courier, or via electronic mail if followed by mailed copy.

12. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude other or further exercise of that right.

13. GOVERNING LAW; VENUE

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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits or schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. COUNTERPARTS; 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. Signatures delivered by electronic means shall be deemed binding and enforceable as originals.

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