Contrato de Cofinanciación

Agreement with Independent Contractor

THIS AGREEMENT is entered into by and between (hereinafter "") of , , and (hereinafter "Contractor") as of the date set forth below.

WHEREAS, and Contractor hereby enter into a contract and agreement whereby Contractor will render certain work, services, labor and/or materials to and for the benefit of for valuable consideration.

NOW, THEREFORE, for and in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and Contractor do hereby contract, covenant and agree as follows in connection therewith:

1. Contractor does hereby agree to render and provide work, services, labor and/or materials in accordance with the specifications attached hereto as Exhibit "A" and incorporated herein by reference.

2. does hereby agree to pay Contractor the sum of Dollars ($ ) upon completion of said work, service, labor and/or materials to be rendered and provided by Contractor.

3. Contractor is, and will continue to be, an independent contractor and is not to be considered in any way subject to control by . Contractor is not, and is never to be, an agent or employee of the , and Contractor shall have no power authority to pledge or attempt to pledge or bind or obligate the in any manner or for any purpose. The has no right to and shall not require Contractor to attend at any place or time for any purpose; to devote any particular time or hours to Contractor's business; to confine Contractor's activities to any particular type of customer or any particular territory; to follow schedules or itineraries; to make reports of any character; or to refrain from engaging in any other type of business.

4. Contractor acknowledges that time is of the essence in this contract and covenants and agrees that all work, services, labor and/or material shall be completed prior to . If Contractor fails to complete or provide all work, services, labor and/or materials prior to the date specified above, Contractor agrees that shall have the right to procure the services of one or more other contractors to complete or provide such work, services, labor and/or materials and that shall have the right to set off and deduct the cost and charges of such other contractors from the amounts due Contractor hereunder.

5. Contractor does hereby for itself, and its heirs, executors, administrators, officers, employees, subcontractors, successors, and assigns, agree and covenant to indemnify and save and hold harmless and its heirs, executors, administrators, agents, employees, successors and assigns from any and all claims, demands, actions, causes of action, suits at law or in equity, damages, costs, expenses, and losses of any kind or nature whatsoever, whether now known or unknown which may not exist or which may hereafter arise out of or from the work, services, labor and/or materials to be rendered and provided by Contractor or its subcontractors to or for the benefit of .

6. Contractor further warrants and agrees to render and provide said work, services, labor and/or materials in accordance with the specifications attached hereto as Exhibit "A" and in a workmanlike manner and shall keep all property of free and clear of all liens and encumbrances.

7. The provisions of this Agreement shall be binding upon and inured to the benefit of the heirs, personal representatives, successors and assigns of the parties.

8. In the event of a default under this Agreement, the defaulting party shall reimburse the non-defaulting party for all costs and expenses incurred by the non-defaulting party in connection with the default, including without limitation, court costs and attorney's fees at the trial level and on appeal.

9. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

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

11. This Agreement constitutes the entire agreement between the parties pertaining to its subject matter and it supersedes all prior contemporaneous agreements, representations and understandings of the parties. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all parties.

WITNESS THE SIGNATURES of the parties hereto on this day of , .

EXHIBIT "A"