Independent Project Contract

Independent Project Contract

This Independent Project Contract (the "Contract") is entered into as of by and between Client Name: (the "Client") and Contractor Name: (the "Contractor"). The Client and the Contractor are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, the Client desires to engage the Contractor to perform independent project services described in this Contract, and the Contractor has represented that it has the experience and capability to perform such services in accordance with the terms set forth herein;

WHEREAS, the Parties intend that the Contractor perform the services as an independent contractor and not as an employee of the Client, and that the work product created by the Contractor be governed by the intellectual property provisions contained in this Contract;

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the project and the payment for such services.

1. Scope of Work

The Contractor shall perform the services and deliver the deliverables described below (the "Services" and the "Deliverables"). The Contractor shall perform the Services in a professional and workmanlike manner in accordance with industry standards and the schedule established by the Parties.

2. Payment Terms

In consideration for the Contractor's performance of the Services, the Client shall pay the Contractor the fees and reimbursements set forth below. Unless otherwise specified, all fees are payable in U.S. dollars and exclusive of applicable taxes.

Expenses: Contractor will be reimbursed for pre-approved, reasonable expenses incurred in connection with the Services in accordance with the following terms:

3. Term and Termination

Term: The term of this Contract shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Termination for Cause: Either Party may terminate this Contract for material breach by the other Party if the breaching Party fails to cure such breach within the notice period set forth above. Termination shall not relieve the Client of its obligation to pay for Services performed and accepted prior to termination.

Termination for Convenience: The Client may terminate this Contract for convenience upon prior written notice to the Contractor and shall pay the Contractor for work performed and documented expenses incurred through the effective date of termination in accordance with the Payment Terms.

4. Confidentiality

The Contractor shall hold in strict confidence and shall not disclose to any third party any Confidential Information of the Client. "Confidential Information" means all non-public information disclosed by the Client relating to its business, customers, technology, pricing, financial information, and other proprietary information, whether disclosed orally or in writing. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Contract; (b) is received from a third party without restriction and without breach of any obligation of confidentiality; or (c) is independently developed by the Contractor without use of the Client's Confidential Information.

5. Ownership and Intellectual Property

Subject to the Client's payment obligations, the Contractor hereby assigns and shall assign to the Client all right, title and interest in and to the Deliverables, including all intellectual property rights therein. To the extent any Deliverable is not assignable as a work made for hire, the Contractor agrees to execute all documents necessary to effectuate such assignment. The Contractor retains no rights to use the Deliverables except as expressly authorized in writing by the Client.

Pre-existing Materials: The Contractor may incorporate pre-existing materials into the Deliverables. Such pre-existing materials shall be identified in writing prior to incorporation and remain the property of the Contractor, subject to a perpetual, royalty-free, worldwide license to the Client to use such pre-existing materials as part of the Deliverables.

6. Independent Contractor; Taxes

The Parties agree that the Contractor is an independent contractor and not an employee, agent, or partner of the Client. The Contractor shall be solely responsible for all federal, state, and local taxes, insurance, and benefits related to payments made to the Contractor and shall not be eligible for any employee benefits from the Client.

7. Insurance and Indemnification

Indemnification: The Contractor shall indemnify, defend, and hold harmless the Client and its officers, directors, and employees from and against any and all claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of or resulting from the Contractor's breach of this Contract, negligence, willful misconduct, or infringement of third-party intellectual property rights in connection with the Services.

8. Compliance; Legal Requirements

The Contractor shall comply with all applicable federal, state, and local laws, regulations, and ordinances in the performance of Services. The Contractor shall obtain and maintain all permits, licenses, and other governmental approvals required to perform the Services.

9. Notices

All notices required or permitted under this Contract shall be in writing and shall be delivered to the addresses below by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be effective upon receipt.

10. Governing Law; Dispute Resolution

This Contract shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of laws principles. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Contract through negotiation. If the dispute is not resolved by negotiation within thirty (30) days, the Parties agree to submit the dispute to binding arbitration in the state specified below, conducted by a single arbitrator under the commercial arbitration rules applicable in that jurisdiction.

11. Entire Agreement; Amendment

This Contract, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Contract shall be effective unless in writing and signed by authorized representatives of both Parties.

12. Miscellaneous

Assignment: Neither Party may assign or transfer any rights or obligations under this Contract without the prior written consent of the other Party, except that the Client may assign this Contract to an affiliate or in connection with a merger or sale of substantially all of its assets.

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

Waiver: The failure of either Party to enforce any right or remedy under this Contract shall not be deemed a waiver of such right or remedy.

Execution

The Parties may execute this Contract in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures or scanned signatures shall be binding and treated as original signatures for all purposes.

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