Freelance Hourly Contract

FREELANCE HOURLY CONTRACT

This Freelance Hourly Contract (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client engages Contractor to perform professional services on an hourly basis as set forth in this Agreement; and

WHEREAS, Contractor has the experience, skill and resources necessary to perform the services described herein and represents that Contractor will perform such services in a competent, professional manner; and

WHEREAS, the parties desire to define their respective rights and obligations with respect to the services, payment, confidentiality and ownership of work product.

SCOPE OF WORK

Contractor shall provide hourly services and deliverables as described below. The specific tasks, milestones and deliverables are to be described and updated in writing by the parties when necessary.

PAYMENT TERMS

Client shall pay Contractor for services performed at the hourly rate and on the schedule set forth below. Contractor shall maintain contemporaneous time records reasonably acceptable to Client and shall invoice Client in accordance with this section.

Contractor shall be reimbursed for pre-approved, reasonable out-of-pocket expenses incurred in connection with the Services upon submission of receipts. Expense reimbursement is subject to Client approval when required.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party in accordance with the notice period above. Either party may terminate immediately for material breach that remains uncured for ten (10) days after written notice identifying the breach. Upon termination, Contractor shall deliver all work in progress and Client shall pay Contractor for all hours worked and pre-approved expenses incurred through the effective date of termination within thirty (30) days.

CONFIDENTIALITY

Contractor acknowledges that Contractor may receive confidential or proprietary information of Client ("Confidential Information"). Contractor shall: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as required to perform the Services; (b) use Confidential Information solely to perform the Services; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, was already in Contractor's lawful possession prior to receipt from Client, or is rightfully received from a third party not under an obligation of confidentiality. Upon termination, Contractor shall promptly return or destroy Confidential Information as directed by Client.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Subject to Contractor's rights in pre-existing materials, Contractor agrees that all original works of authorship, inventions, designs, developments, discoveries and improvements created by Contractor specifically for Client under this Agreement (collectively, the "Work Product") shall be the exclusive property of Client upon full payment for such Work Product. To the extent ownership does not automatically vest in Client by operation of law, Contractor hereby irrevocably assigns to Client all right, title and interest in and to the Work Product. Contractor retains the right to use general skills, knowledge and experience acquired while performing the Services, provided no Confidential Information or Work Product is disclosed or used in violation of this Agreement.

RELATIONSHIP OF PARTIES; TAXES

Contractor is an independent contractor and not an employee, agent or partner of Client. Contractor is solely responsible for all taxes, withholdings and other statutory or contractual obligations of any sort, including but not limited to income tax, self-employment tax and workers' compensation insurance. Contractor shall provide Client with any documentation reasonably required to evidence Contractor's independent contractor status.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable to the other for consequential, incidental, special, punitive or exemplary damages. Contractor agrees to indemnify and hold Client harmless from third-party claims arising from Contractor's breach of this Agreement, negligence, or infringement of third-party rights, provided that Client promptly notifies Contractor of any claim and cooperates in the defense.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any written statements of work or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign this Agreement to an affiliate or successor in connection with a merger or sale of substantially all assets.

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