International Independent Contractor Agreement

International Independent Contractor Agreement

Agreement made on the day of , 20 , between

of

(Name of Contractor)       (Street Address, City, County, State, Zip Code)

referred to herein as Contractor, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Corporation.

For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

I. Ownership of Deliverables. All computer software, patentable inventions, and any other Deliverables to be produced by Contractor shall be a "work made for hire" as that term is defined for copyright and other purposes, and shall be and become the property of the corporation which shall have all and exclusive rights to same. Contractor hereby assigns all rights to Deliverables to the Corporation. To the extent necessary, Contractor agrees to execute any additional documents necessary to transfer copyright, patent rights, ownership of, and all other rights in Deliverables produced by Independent Contractor.

II. Place of Work. The Independent Contractor shall perform the work described hereunder from a place of business located at .

III. Time Devoted to Work. In the performance of the Services, the amount of time devoted by the Independent Contractor on any given day will be entirely within the Independent Contractor's control, and the Contractor will rely on the Independent Contractor to put in such number of hours as are necessary to fulfill the requirements of this Agreement.

IV. Payment. The Contractor will pay the Independent Contractor the sum of $ , in installments as follows:

V. Term. The term of this Agreement shall commence on the date it is executed by the last to sign and shall continue through . Either party may terminate this Agreement for failure of the other to comply with the terms and conditions of this Agreement. In addition, the Contractor may terminate at any time on 30 days written notice. If terminated at the will of the Corporation, Contractor will pay for all services satisfactorily performed up to the termination date. Upon the expiration of the term hereof or earlier termination of this Agreement,

Independent Contractor shall deliver to the Contractor all completed work to date and any records or other property belonging to the Corporation.

VI. Assignment. The Independent Contractor shall not assign, subcontract or transfer all or any portion this Agreement or any of its obligations hereunder without the express, prior written permission of the Corporation.

VII. Status of the Independent Contractor. The Corporation and Contractor intend that the relationship between them shall be that of client and independent contractor. No agent or employee of Contractor shall be or shall be deemed to be an employee or agent of the Corporation. The Corporation is interested only in the results obtained under this Agreement consistent with this Agreement. The manner and means of conducting the work are under the sole control of the Contractor. None of the benefits provided by the Corporation to its employees, including, but not limited to, worker’s compensation insurance and unemployment insurance, is available from the Corporation to the Contractor, or the employees, or agents of Contractor. Contractor will be solely and entirely responsible for his acts and for the acts of his agents, employees and subcontractors during the performance of this Agreement. The work performed under this Agreement will be performed entirely at the Contractor’s risk. The Contractor agrees to indemnify the Contractor for any and all liability or loss arising in any way out of the performance of this Agreement.

VIII. Corporation’s Right to Inspect. Although Contractor has the authority to control and direct the performance of the details of the work, the work contemplated herein must meet the Corporation's standards and approval and shall be subject to the Corporation's general right of inspection to secure the satisfactory completion thereof. Contractor agrees to comply with all federal, state, and local laws, rules and regulations that are now or hereafter applicable to the Contractor or Contractor's business. The Contractor will designate a representative who shall be authorized to act for the Contractor in all matters related to Contractor's performance of the Services.

IX. Warranty. The Contractor warrants that his performance of this Contract does not violate any applicable law, rules or regulation. The Contractor further warrants that he shall perform this Contract in a timely and professional manner with necessary skill and diligence and that the services provided herein meet or exceed the prevailing practices and standards of the trade from which the services are provided. To the extent that the Contractor is held financially responsible for any deficiencies in the services performed by the Contractor, he agrees to cure such deficiencies at the sole cost to the Contractor.

X. Foreign Corrupt Practices Act. Contractor represents and warrants to the Contractor that it is aware of the requirements of the United States Foreign Corrupt Practices Act (the "FCPA") and will not take any action that could violate the FCPA or expose the Contractor to liability under the FCPA. Specifically, Contractor represents and warrants that, in connection with this Agreement, Contractor has not provided and will not provide, offer or promise to provide, or authorize the provision directly or indirectly of, any money, gift, loan, service or any thing of value to any government official (or any agent, employee or family member thereof), any political party or candidate for political office, or any third party, for the purpose of influencing or inducing any act, omission or decision of such government official or candidate, or of the government to obtain or retain business, or direct business to any person, or to secure any improper advantage.

XI. Nondiscrimination. The Contractor warrants that during his performance of this Agreement, Contractor, or any of its employees, agents, or subcontractors, will not violate any of the discrimination laws of the United States, including, but not limited to, on the basis of age, sex, sexual orientation, race, color, religious belief, national origin, marital status, status as a qualified individual with a disability or handicap or as a disabled veteran.

XII. Force Majeure. The Contractor and the Contractor shall be mutually relieved from any liability as a result of the onset of a force majeure condition. For the purposes of this Contract, "Force Majeure" means an event which is beyond the reasonable control of a Party and which makes a Party's performance of its obligations under the Contract impossible or so impractical as reasonably to be considered impossible under the circumstances, and includes, but is not limited to, war, riots, civil disorder, earthquake, fire, explosion, storm, flood or other adverse weather conditions, strikes, lockouts or other industrial action (except where such strikes, lockouts or other industrial action are within the power of the party invoking Force Majeure to prevent), confiscation or any other action by government agencies.

XIII. Restricted Countries. The Contractor may not charge under this Agreement any item which has a source/origin from any restricted countries, as designated by the US State Department. Restricted countries currently include, but are not necessarily limited to Cuba, Iran, North Korea, and Syria.

XIV. US Executive Order Prohibition. The Independent Contractor is notified that U.S. Executive Orders and statutory law prohibit transactions with, and the provision of resources, and support to, individuals and organizations associated with terrorism. It is the legal responsibility of the Independent contractor to ensure compliance with these Executive Orders and laws. In addition to relying on locally available resources, the Independent contractor may use resources available on the internet to review established lists published by the US Government. These are located at: http://www.treasury.gov/resource-center/sanctions/Pages/default.aspx. Hiring individuals or contracting with organizations on this list is strictly prohibited under the terms of this Agreement.

XV. Use of Name. Contractor agrees that no public or private announcements, media releases, press conferences, advertising or similar publicity in any form relating to Corporation’s name, image, or logo (or any variation or combination of such name, image, or logo), as well as the name or image of any Contractor’s employee, student, or patient shall be made without the prior written consent of Corporation, which consent may be withheld in Contractor sole and absolute discretion.

XVI. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

XVII. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

XVIII. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

XIX. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

XX. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

XXI. Mandatory Arbitration. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

XXII. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

XXII. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

XXIII. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

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

WITNESS our signatures as of the day and date first above stated.