Independent Contractor Work for Hire Agreement

INDEPENDENT CONTRACTOR WORK FOR HIRE AGREEMENT

This Independent Contractor Work for Hire Agreement (the "Agreement") is entered into as of by and between Company Name: and Contractor Name: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Company desires to engage Contractor to perform certain services described herein and Contractor is willing to perform such services as an independent contractor under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend that certain work to be produced by Contractor for Company constitute "work made for hire" and that all right, title and interest in such work shall vest exclusively in Company as provided in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the services, compensation, ownership of deliverables, confidentiality and other matters.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SERVICES

1.1 Engagement. Company hereby engages Contractor, and Contractor accepts such engagement, to perform the services and deliver the deliverables described in the Scope of Services attached hereto or set forth below (collectively, the "Services"), subject to the terms and conditions of this Agreement.

2. TERM

2.1 Term. This Agreement commences on the effective date set forth above and continues until the completion of the Services or until earlier terminated in accordance with Section 11.

2.2 Extension. Any extension of the Term shall be set forth in a written amendment signed by both Parties.

3. COMPENSATION

3.1 Fees. Company shall pay Contractor the fees and reimbursement of approved expenses as follows:

3.2 Invoices and Payment. Contractor shall submit invoices in accordance with the payment schedule. Company shall pay undisputed invoiced amounts within days of receipt. Disputes shall be raised in writing within the same period.

4. WORK FOR HIRE; INTELLECTUAL PROPERTY

4.1 Work for Hire. To the extent any Deliverable constitutes a "work made for hire" under applicable law, such Deliverables shall be deemed works made for hire and Company shall be the sole author and owner. If any Deliverable is not a work made for hire, Contractor hereby irrevocably assigns, transfers and conveys to Company all right, title and interest worldwide in and to the Deliverables, including all copyrights, moral rights, trade secret rights and other intellectual property rights.

4.2 Further Assurances. Contractor shall execute and deliver such instruments and take such actions as Company may reasonably request to effect, perfect and confirm Company's ownership rights.

5. CONFIDENTIALITY

5.1 Confidential Information. Contractor acknowledges that during performance it may receive Confidential Information of Company. "Confidential Information" means non-public business, technical, financial and other proprietary information disclosed by Company to Contractor either directly or indirectly.

5.2 Obligations. Contractor shall (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as necessary to perform the Services and subject to written confidentiality obligations at least as protective as those herein; and (c) not use Confidential Information for any purpose other than performing the Services.

6. INDEPENDENT CONTRACTOR; NO EMPLOYMENT

Contractor shall perform the Services as an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture or agency. Contractor has no authority to bind Company except as expressly authorized in writing.

Check applicable entity type for Contractor: Individual Corporation / LLC Other

7. TAXES AND BENEFITS

Contractor is responsible for all federal, state and local taxes, contributions and other obligations arising from the compensation paid to Contractor. Company will not withhold taxes or provide employee benefits to Contractor.

8. REPRESENTATIONS AND WARRANTIES

Contractor represents and warrants that (a) Contractor has the full right and authority to enter into this Agreement and perform the Services; (b) the Services and Deliverables will be original and will not infringe or misappropriate any third party rights; and (c) Contractor will perform in a professional and workmanlike manner in accordance with industry standards.

9. INDEMNIFICATION

Contractor shall indemnify, defend and hold harmless Company and its affiliates and their respective officers, directors, employees and agents from any and all third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of (a) Contractor's breach of this Agreement, (b) Contractor's negligence or willful misconduct, or (c) any claim that the Deliverables infringe or misappropriate any third-party rights.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE BY COMPANY TO CONTRACTOR UNDER THIS AGREEMENT DURING THE PRECEDING SIX MONTHS.

11. TERMINATION

11.1 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party.

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

11.3 Effect of Termination. Upon termination, Contractor shall cease performance and deliver to Company all completed and partially completed Deliverables and any Company Confidential Information. Company shall pay Contractor for Services performed and approved expenses incurred through the effective date of termination.

12. RETURN OF MATERIALS

Upon expiration or termination of this Agreement, Contractor shall promptly return to Company all Company property, materials and Confidential Information in Contractor's possession and shall certify in writing that all such materials have been returned or destroyed.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the Parties at the addresses below by hand, certified mail (return receipt requested) or overnight courier, and shall be deemed given upon receipt.

14. 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.

15. ENTIRE AGREEMENT

This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings of the Parties.

16. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the Parties' intent.

17. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties. No waiver of any breach shall be deemed a waiver of any subsequent breach. 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.

18. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation. The Parties acknowledge that they have had the opportunity to seek independent legal counsel prior to executing this Agreement.

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