Fill and Sign the Developers Agreement This Agreement Entered into This Day Form

__________________________________ OUTSIDE DEVELOPER'S AGREEMENT THIS AGREEMENT , is entered into this day of 19 between _________________ ("___________") and , having its principal place of business, or residence, at , (the "Developer"). WHEREAS , _________________ desires to retain the services of the Developer as an INDEPENDENT CONTRACTOR to perform software design, programming, writing, debugging and modifying for _________________ , and Developer desires to perform such services, all on the basis set forth more fully herein; NOW, THEREFORE , in consideration of the promises, mutual covenants and agreements set forth herein and other good a valuable consideration, the parties hereto agree as follows: 1. DEFINITIONS: (a) The term "Inventions" means discoveries, improvements and ideas (regardless of whether or not patentable or copyrightable) relating to any part of the business or activities of _________________ . (b) The term "Confidential Information" means any information, technical data or know-how of _________________, including without limitation, _________________ research, products, software, services, development, engineering, marketing or finance which is disclosed by _________________ whether directly or indirectly in writing, orally or by drawings or inspections of parts or equipment to Developer. (c) The term "Competitor" means any person, firm or organization (or division thereof) engaged in or about to become engaged in research or the production and/or sale of any product with which Developer's work for _________________ has been directly concerned, or with respect to which Developer may have acquired Confidential Information by reason of association with _________________ . (d) The term "_________________ System" means the programs, program decks, routines, subroutines, translators, compilers, operating systems, object and source codes, updates thereto, and related items, including, but not limited to, specifications, lay-outs, cards, card decks, charts and other like material and documentation, together with all information, data and know-how, technical or otherwise, included therein, manuals, print-outs and notes, discs, diskettes, tapes or cassettes used therefor, both masters and duplicates, and any changes, modifications or improvements thereafter. 2. WARRANTIES, REPRESENTATIONS(a) The Developer, who has been hired solely as an independent contractor, warrants and represents that the Developer is capable of fulfilling the terms of this Agreement and is an expert in and fully acquainted with the hardware, operating system, other software and peripherals of the _________________ System. 3. NON-DISCLOSURE OF INFORMATION The Developer acknowledges and agrees that the _________________ System, its concept, the ideas associated with it, its form, and any and all ensuing series or derivations based upon it, constitute valuable trade secrets and proprietary information and data of _________________ and that they are and shall at all times remain the sole and exclusive property of _________________ and that _________________ has all right, title and interest therein. The Developer agrees to use reasonable efforts to hold in strict confidence all information which is in any manner related to the _________________ System. The Developer further agrees to use reasonable care in the selection and assignment of personnel to work with such information or any ideas related thereto. The Developer does not have and shall not be deemed to have any right, title or interest in the _________________ System, whether under trade secrecy, copyright, patent or related laws. The Developer further agrees that neither the Developer nor any of the Developer's employees, agents, independent contractors, or others will transfer, lease, license, publish, use, disclose or divulge the contents of, or any aspects of, the _________________ System to third parties unless specifically authorized in advance by the written consent of _______________. 4. RELATIONSHIP OF PARTIES It is understood and agreed that the Developer is an independent contractor and that Developer shall perform services under the general direction of _________________ as to the results of such activity, but that Developer shall determine, in Developer's sole discretion, the manner and means by which the services are accomplished, subject to the express condition that Developer shall at all times comply with applicable laws and regulations. It is also expressly understood that the Developer and Developer's employees and agents, if any, are not agents or employees of the _________________ , and have no authority whatsoever to bind _________________ by contract or otherwise. 5. EMPLOYMENT TAXES and BENEFITS The Developer acknowledges and agrees that it shall be the obligation of the Developer to report as income all compensation received by Developer pursuant to this Agreement. Developer shall indemnify _________________ and hold it harmless from and against any obligation imposed on Developer to pay withholding taxes, social security, unemployment, or disability or workers' compensation insurance or similar items in connection with any payments made to Developer by _________________ pursuant to this Agreement on account of Developer or Developer's agents or employees, if any. Neither Developer nor any of Developer's employees or agents, if any, shall be entitled to participate in any plans, arrangements or distributions by _________________ pertaining to any bonus, stock option, profit sharing, insurance, or similar benefits. 6. PROPERTY OF _________________ With respect to all Inventions made or conceived by Developer (either solely or jointly with others) during the period of Developer's service and work for _________________ , which utilizes _________________ ' Confidential Information; and with respect to Inventions made or conceived by Developer (either solely or jointly with others) within one (1) year after termination of such service which utilized _________________ ' Confidential Information: (a) The Developer will and hereby does assign to _________________ , or to such subsidiary corporation as _________________ may designate, all of Developer's rights to all such Inventions, and to all Applications for Letters Patent and Applications for Copyright and for all Letters Patent and Copyrights granted thereupon covering all such inventions. (b) The Developer will promptly upon request by _________________ (at the sole expense of _________________ ) execute, acknowledge and deliver to _________________ such written instruments and do such other lawful acts as may be necessary in the opinion of _________________ and/or its Counsel, to obtain and maintain Letters of Patent or Copyright and to vest the entire right, title and interest thereto in _________________ or in such subsidiary corporation as _________________ may designate. (c) The Developer hereby acknowledges and agrees that all works of authorship, included in the Inventions, shall be considered "WORKS MADE FOR HIRE " pursuant to §201(b) of the 1976 Copyright Act, and that all ownership of patent and/or copyright in such works shall vest entirely in _________________ . To the extent that the foregoing does not convey all rights in such works of authorship to _________________ , and in the event that the Inventions are not subject to copyright law, Developer agrees to assign, and does hereby assign to _________________ , all of Developer's entire right, title and interest in and to all such Inventions and all copyrights, copyright registrations, patent applications filed, and patents granted thereon. 7. INDEMNIFICATION AND LIABILITY INSURANCE The Developer does hereby indemnify and shall hold harmless(including all costs of litigation and reasonable attorney's fees) _________________ , its corporate affiliates, and any employee or agent thereof against all liability to third parties arising from the negligence of the Developer or its agents in providing services to _________________ under this Agreement. The Developer agrees to maintain adequate liability insurance, and to provide _________________ proof of same upon request. 8. PATENT AND COPYRIGHT INDEMNITY The Developer will indemnify and defend or settle any claim, suit, action or proceeding brought against _________________ , to the extent that such claim, suit, action or proceeding is based on a claim that Developer's services provided to _________________ under this Agreement constitutes an infringement or misappropriation of a patent, copyright or other proprietary right. Developer will pay resulting costs, damages and attorney's fees. 9. NON-COMPETITION (a) The Developer agrees that it will not, for a period of two (2) years from the date of termination of Developer's work for _________________ , render services, directly or indirectly, to ANY Competitor of _________________ . (b) The Developer may accept employment with a Competitor whose business is diversified, and which, as to part of its business, is not a Competitor with _________________ , provided _________________ shall receive, prior to Developer's employment, reasonable assurance that Developer will not be expected or required to render services directly or indirectly to any part of such organization which is a Competitor of _________________ . (c) In the event that the Developer is unable to obtain employment consistent with the Developer's technical qualifications SOLELY because of the provisions of this Section 9 and not because of any restrictions otherwise imposed by law, the provisions of this Section shall be binding upon the Developer only for so long as _________________ shall make payments to the Developer equal to eighty percent (80%) of Developer's monthly base pay at termination (exclusive of extra compensation) for each month in which Developer shall notify _________________ in writing setting forth Developer's efforts to obtain such employment and advising that although Developer conscientiously sought such employment, Developer has been unable to obtain the same SOLELY because of the provisions of this Section 9. (d) _________________ may at anytime relieve itself of the obligation to make or continue the payments herein provided: i) _________________ gives the Developer written permission to accept available employment with a specific prospective Competitor, or (ii)_________________ gives Developer a written release from all obligations under this Section 9. (e) _________________’s obligation to make the monthly payments herein specified shall in no event continue for more than 24 months immediately following termination of Developer's services with _________________ , and in no event shall _________________ be liable, under this Agreement, or any action relating thereto, for any amount greater than the aggregate of said monthly payments. (f) All payments due Developer hereunder shall be made in accordance with _________________'s established regular procedures. (g) Upon written notice by Developer to _________________ stating that the Developer desires to accept employment with a Competitor, naming him or it, _________________ will promptly advise Developer whether it will waive the requirements of this Section 9 paragraph (without waiving other sections or provisions of this Agreement). 10. NON-INTERFERENCE WITH _________________'S BUSINESS The Developer agrees that it will not, during the period of Developer's services to _________________ , and for a period of two (2) years thereafter, interfere with or attempt to impair the relationship between _________________ and any person or firm that is a customer of _________________ at the time of the termination of Developer's services. Nor will Developer attempt, directly or indirectly to solicit, entice, hire or to otherwise induce any customer or employee of _________________ to terminate such customer or employee relationship with _________________. 11. COMPENSATION; PERIOD OF SERVICE _________________ has hired Developer, and _________________ has agreed to compensate Developer for its services on a regular basis in accordance with the Payment Schedule described in Attachment A to this Agreement. The Developer's period of service with _________________ is not for any particular period; and it is agreed that Developer's services for _________________ my be terminated "at will", with or without cause, either by _________________ or by Developer, at any time. 12. SEVERABILITY It is understood that if any provision of this Agreement is declared to be invalid by a court of competent jurisdiction, such provision shall be severed from this Agreement and the other provisions hereof shall remain in full force and effect. 13. ENTIRE UNDERSTANDING It is understood that this Agreement contains the entire understanding of the parties with respect to the subject matter contained herein. There are no promises, covenants or understandings other than those expressly set forth herein. This Agreement may not be modified except by a writing signed by authorized representatives of _________________ and Developer. 14. ASSIGNMENT It is understood that Developer may not assign any rights under this Agreement. Subject to the foregoing sentence, this Agreement shall be binding upon _________________ , its successors and assigns, as well as upon Developer's heirs, executors and administrators. 15. WAIVER It is understood that no delay or omission in exercising any right or remedy identified herein shall constitute a waiver of such right or remedy, and shall not be construed as a bar to or a waiver of any such right or remedy on any other occasion. 16. CHOICE OF LAWS This Agreement shall be governed by and construed in accordance with the laws of the State of _______________________. In the event of any dispute under this Agreement, a suit may be brought only in a court of competent jurisdiction in the State of _______________________. Any dispute or controversy arising from or relating to this Agreement and its resolution shall be conducted, insofar as possible, in the utmost secrecy; and in the event of litigation, subject to a protective order where all documents, testimony, and records shall be received, heard, and maintained by the court sealed, available for inspection only by _________________ or by Developer, and by their respective attorneys and experts who shall agree, in advance and in writing, to receive all such information confidentially, and to maintain such information in secrecy until such information shall become generally known. 17. ACCEPTANCE It is understood that upon acceptance by _________________ as above provided, this instrument supersedes any former written agreement heretofore executed relating to the subject matter of this Agreement. IN WITNESS WHEREOF Developer agrees that it has carefully read and understands the terms of this Agreement and has signed this Agreement on the date written below. Developer agrees the provisions of this Agreement shall be applicable commencing with the date of Developer's signing of this Agreement. __________________________________ BY: TITLE: DATE: ______________________________ Developer PRINTED NAME: ADDRESS: DATE: