Legal Document for Armando Serrano

Legal Document for Armando Serrano

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

RECITALS

WHEREAS, Client desires to retain Contractor to perform certain services described herein and Contractor has represented that Contractor possesses the necessary qualifications, experience and abilities to perform such services;

WHEREAS, Contractor agrees to provide such services to Client on the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the services and any deliverables arising from such services.

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

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Client hereby engages Contractor, and Contractor accepts such engagement, to provide the services described in this Agreement and in the Statement of Work attached or incorporated herein.

1.2 Performance Standard. Contractor shall perform the services in a timely, professional and workmanlike manner in accordance with generally accepted industry standards and shall comply with all applicable laws and regulations in performing the services.

2. TERM; TERMINATION

2.1 Term. The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section 2.

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

2.3 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 such breach within days after receipt of written notice specifying the breach.

3. COMPENSATION; EXPENSES

3.1 Fees. In consideration for the services, Client shall pay Contractor the fees set forth below or in an attached Statement of Work. Fees shall be payable as follows:

3.2 Reimbursable Expenses. Client will reimburse Contractor for preapproved, reasonable expenses incurred in connection with performance of the services upon receipt of appropriate documentation. Reimbursement for expenses requires prior written approval by Client: I agree to prior approval requirement.

4. INDEPENDENT CONTRACTOR; TAXES

4.1 Relationship. Contractor is an independent contractor and nothing in this Agreement creates an employer-employee, partnership, joint venture, or agency relationship. Contractor shall have sole control over the manner and means of performing the services.

4.2 Taxes. Contractor shall be solely responsible for all federal, state and local taxes and contributions imposed or required under unemployment insurance, social security and income tax laws with respect to Contractor and Contractor's employees and subcontractors.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Obligations. Each party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and (c) not disclose Confidential Information to third parties except as expressly permitted herein or required by law.

6. INTELLECTUAL PROPERTY

6.1 Work Product. All reports, designs, inventions, deliverables and other materials created or developed by Contractor specifically for Client under this Agreement (collectively, "Work Product") shall be deemed works made for hire. To the extent any Work Product is not a work made for hire, Contractor hereby assigns and transfers to Client all right, title and interest in and to such Work Product.

6.2 Preexisting Materials. Contractor retains ownership of its preexisting materials and methodologies; Contractor grants to Client a nonexclusive, royalty-free license to the extent such preexisting materials are embedded in delivery of the Work Product.

7. REPRESENTATIONS; WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and perform its obligations. Contractor further represents that the services will be performed in a competent and professional manner and that the Work Product will not infringe the intellectual property rights of any third party.

8. INDEMNIFICATION

Contractor shall indemnify, defend and hold harmless Client and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Contractor's breach of any representation, warranty or obligation under this Agreement; or (b) the negligence, willful misconduct or violation of law by Contractor.

9. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, a party's breach of its confidentiality obligations, or indemnification obligations, neither party shall be liable to the other for any consequential, incidental, special or punitive damages, and aggregate liability shall not exceed fees paid by Client to Contractor under this Agreement during the twelve (12) months preceding the claim.

10. INSURANCE

Contractor shall, at its expense, maintain insurance coverage sufficient to protect Client from claims arising from Contractor's performance under this Agreement and shall provide evidence of such insurance upon request.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may designate by notice:

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising out of this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any statements of work and exhibits hereto, 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. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The waiver by either party of a breach of any provision shall not operate or be construed as 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.

15. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. Each party shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

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