Freelance Services Contract

FREELANCE SERVICES CONTRACT

This Freelance Services Contract ("Agreement") is entered into on this by and between Client Name: with address: and Freelancer Name: with address: .

RECITALS

WHEREAS, Client desires to retain Freelancer to perform the services described in this Agreement and in any Statement of Work executed under this Agreement; and

WHEREAS, Freelancer represents that Freelancer has the experience, skills and qualifications to perform such services and is willing to provide those services to Client on the terms and conditions set forth herein;

WHEREAS, the parties desire to set forth herein the terms and conditions under which Freelancer will provide specified services to Client.

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the sufficiency of which is acknowledged, the parties agree as follows:

1. SERVICES

1.1 Scope. Freelancer shall provide the services and deliverables described in the Services Description below (the "Services"). Freelancer agrees to perform the Services in a professional and timely manner consistent with industry standards.

2. TERM

2.1 Term. The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided in Section 11. If no end date is specified, the Agreement continues until terminated in accordance with Section 11.

3. COMPENSATION

3.1 Fees. Client shall pay Freelancer the fees set forth below in accordance with the Payment Terms. Fees are exclusive of taxes and reimbursable expenses except as otherwise provided.

Fixed Fee    Amount:

Hourly    Rate:    Billing Interval:

3.2 Invoicing. Freelancer shall submit invoices to Client in accordance with the Payment Schedule. Client shall pay undisputed amounts within the number of days specified in Invoice Interval. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4. EXPENSES

4.1 Reimbursement. Client will reimburse Freelancer for pre-approved, reasonable, and documented out-of-pocket expenses directly related to the Services. Pre-approval is required as follows:

Pre-approval required for expenses    Expense Cap:

5. INDEPENDENT CONTRACTOR

Freelancer is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties. Freelancer shall be solely responsible for all taxes, withholdings and other statutory obligations arising from the fees paid to Freelancer.

6. CONFIDENTIALITY

6.1 Confidential Information. Freelancer acknowledges that in the course of performing Services Freelancer may receive Confidential Information of Client. Freelancer shall not use or disclose Confidential Information except as necessary to perform the Services.

6.2 Duration. The obligations in this Section shall survive termination of this Agreement for .

7. OWNERSHIP OF WORK PRODUCT; INTELLECTUAL PROPERTY

7.1 Work Product. Except for Freelancer's Pre-Existing Materials, all deliverables and work product created by Freelancer specifically for Client under this Agreement ("Work Product") shall be deemed "work made for hire" to the extent permitted by applicable law. To the extent any such Work Product is not deemed a work made for hire, Freelancer hereby assigns and agrees to assign to Client all right, title and interest in and to the Work Product upon payment in full for the applicable Services.

8. REPRESENTATIONS AND WARRANTIES

Freelancer represents and warrants that (a) Freelancer has the full right and authority to enter into this Agreement; (b) the Services and Work Product will be original to Freelancer and will not knowingly infringe the intellectual property or proprietary rights of any third party; and (c) the Services will be performed in a professional manner in accordance with generally accepted industry standards.

CLIENT'S REMEDIES FOR BREACH OF WARRANTY ARE LIMITED TO THE REMEDIES STATED IN THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, FREELANCER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

9. INDEMNIFICATION

Freelancer shall defend, indemnify and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Freelancer's breach of this Agreement, willful misconduct, or negligence in the performance of the Services.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, OR LIABILITY RESULTING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO FREELANCER UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. TERMINATION

11.1 Termination for Convenience. Either party may terminate this Agreement for any reason upon days' prior written notice to the other party.

11.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within 15 days after receipt of written notice describing the breach.

12. NOTICES

All notices, requests and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party may designate by notice in accordance with this Section).

13. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall first attempt to resolve disputes in good faith through negotiation. If the parties cannot resolve a dispute within 30 days, the dispute shall be submitted to binding arbitration in accordance with commercially reasonable arbitration procedures, unless the parties mutually agree otherwise in writing.

14. ENTIRE AGREEMENT; AMENDMENTS; WAIVER

This Agreement, together with any Statement of Work and attachments, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior negotiations and agreements. No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties. No waiver of any provision shall be effective unless in writing signed by the waiving party.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be replaced by a valid provision that most closely approximates the parties' intent.

16. MISCELLANEOUS

16.1 Assignment. Neither party may assign this Agreement without the other party's prior written consent, except that Client may assign to an affiliate or in connection with a sale of substantially all of its assets.

16.2 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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