Independent Contractor ICSA

INDEPENDENT CONTRACTOR ICSA

This Independent Contractor ICSA (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: with principal place of business at , and Contractor Name: with principal place of business at .

RECITALS

WHEREAS, Client requires certain services in the nature of consulting, technical development, or other professional services described herein; and

WHEREAS, Contractor has the skill, experience and capacity to perform such services and is willing to provide those services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the engagement of Contractor by Client.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Client engages Contractor, and Contractor accepts such engagement, to perform the services described in the attached Statement of Work or as otherwise agreed in writing (the "Services"). Contractor shall determine the method, details and means of performing the Services subject to the terms of this Agreement.

2. TERM

2.1 Term. The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated pursuant to Section 13.

3. COMPENSATION; PAYMENT

3.1 Fees. As consideration for the Services, Client shall pay Contractor Fees in the amounts and according to the schedule set forth below.

3.2 Invoicing and Payment. Contractor shall submit monthly invoices describing Services performed and hours or milestones completed. Client will pay undisputed amounts within Payment Terms (days): days of receipt of a proper invoice. Late undisputed payments shall bear interest at the lesser of 1.5% per month or the maximum permitted by law.

4. EXPENSES

4.1 Reimbursable Expenses. Client will reimburse Contractor for reasonable, pre-approved out-of-pocket expenses incurred in connection with the performance of the Services upon presentation of receipts and appropriate documentation. Expense approval limit per item:

5. INDEPENDENT CONTRACTOR

5.1 Status. Contractor shall perform the Services as an independent contractor and not as an employee, agent, partner or joint venturer of Client. Contractor shall have sole control over the manner and means of performing the Services and shall supply all tools, equipment and personnel necessary to perform the Services unless otherwise agreed in writing.

6. TAXES AND BENEFITS

6.1 Taxes. Contractor is solely responsible for all federal, state and local taxes, contributions and other liabilities related to compensation paid to Contractor and its personnel, including but not limited to income tax, self-employment tax and unemployment insurance. Client will not withhold any payroll taxes from amounts paid to Contractor.

7. CONFIDENTIALITY

7.1 Confidential Information. Contractor acknowledges that in the course of providing Services it will receive Confidential Information of Client. Contractor shall not disclose or use Confidential Information except as necessary to perform the Services. Confidential Information shall not include information that is or becomes public through no fault of Contractor.

7.2 Survival. The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, or as otherwise required by applicable law for specific categories of information.

8. INTELLECTUAL PROPERTY; WORK PRODUCT

8.1 Ownership. Unless otherwise agreed in writing, Contractor hereby assigns to Client all right, title and interest in and to all deliverables, inventions, designs, improvements, software, documentation and other work product created, conceived or reduced to practice by Contractor in connection with the Services (collectively, "Work Product"). Contractor shall execute such instruments as reasonably requested by Client to effectuate such assignment.

9. REPRESENTATIONS AND WARRANTIES

9.1 Contractor represents and warrants that: (a) Contractor has the full right and authority to enter into this Agreement; (b) Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards; and (c) to the best of Contractor's knowledge, the Work Product will not infringe third-party intellectual property rights.

9.2 Client represents and warrants that it has all necessary rights to engage Contractor and to grant access to Client materials provided to Contractor for the performance of the Services.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

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

10.2 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct, breach of Section 7 (Confidentiality), or Contractor's indemnification obligations, each party's aggregate liability under this Agreement shall be limited to direct damages not to exceed the total fees paid to Contractor under this Agreement in the twelve (12) months preceding the claim.

11. INSURANCE

11.1 Insurance. Contractor shall maintain, at its own expense, commercial general liability coverage with limits not less than:

12. TERMINATION

12.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least Notice Period (days): days prior to the effective termination date.

12.2 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

13. RETURN OF MATERIALS

Upon termination or expiration of this Agreement, Contractor shall promptly return or destroy all materials and Confidential Information belonging to Client and certify in writing that all such materials have been returned or destroyed.

14. NOTICES

All notices hereunder shall be in writing and delivered to the addresses below by certified mail, overnight courier, or email (email to be followed by hard copy). Notice is effective on receipt.

15. AMENDMENT; WAIVER; SEVERABILITY

15.1 Amendment. This Agreement may be amended or modified only by a written instrument signed by both parties.

15.2 Waiver. A waiver of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

15.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. GOVERNING LAW; COUNTERPARTS; ENTIRE AGREEMENT

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

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

16.3 Entire Agreement. This Agreement (including all exhibits and statements of work) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

17. MISCELLANEOUS ADMINISTRATIVE INFORMATION

Individual    Corporation    Limited Liability Company

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