Legal Document for Oscar Acaron

Independent Contractor Agreement — Oscar Acaron

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

RECITALS

WHEREAS, Client desires to engage Contractor to perform certain services described herein and Contractor has the expertise and capacity to provide such services on the terms set forth in this Agreement;

WHEREAS, Contractor agrees to perform the services for Client as an independent contractor and not as an employee, and both parties wish to set forth their respective rights and obligations;

WHEREAS, the parties desire to memorialize their agreement in writing.

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, Client and Contractor agree as follows:

1. SERVICES

Contractor shall provide the services described in the attached Statement of Work or, if no separate Statement of Work is attached, as described below:

2. TERM

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with Section 11 below.

3. COMPENSATION

As full compensation for the Services, Client shall pay Contractor the fees set forth below and in any Statement of Work. Fees shall be payable in accordance with the payment schedule agreed by the parties.

4. EXPENSES

Contractor shall be responsible for all expenses incurred in performing the Services except for those expenses expressly authorized in writing in advance by Client. Reimbursable expenses must be supported by receipts and submitted in a form acceptable to Client.

5. INDEPENDENT CONTRACTOR

Contractor is an independent contractor and not an employee, agent, or partner of Client. Contractor shall have sole responsibility for payment of all federal, state and local taxes arising from the compensation paid to Contractor and shall not be eligible for any employee benefits.

6. CONFIDENTIALITY

Contractor will not disclose any Confidential Information of Client. "Confidential Information" means non-public information disclosed by Client relating to Client's business, clients, pricing, or technology. Contractor will use Confidential Information solely for performance of the Services and will take reasonable measures to protect such information from unauthorized disclosure.

7. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all materials, deliverables and work product created by Contractor in connection with the Services ("Work Product") shall be considered "work made for hire" and ownership shall vest in Client. To the extent ownership does not vest automatically, Contractor assigns all right, title and interest in the Work Product to Client and will execute documents reasonably necessary to effectuate such assignment.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the power and authority to enter into this Agreement. Contractor represents that the Services will be performed in a professional and workmanlike manner in accordance with industry standards.

9. INDEMNIFICATION

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

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT.

11. TERMINATION

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least Termination Notice Days: days prior to the effective termination date. Either party may terminate immediately for material breach if such breach remains uncured for thirty (30) days after written notice.

12. INSURANCE

Contractor shall maintain at its expense insurance coverage appropriate to the Services provided, including commercial general liability and professional liability coverage if applicable, and shall provide certificates upon Client's request.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at their addresses set forth below or at such other address as either party may designate by notice to the other in accordance with this Section.

14. ASSIGNMENT

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Client may assign this Agreement in connection with a merger or sale of substantially all of its assets to which the Services relate.

15. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a written instrument executed by both parties. No failure or delay in exercising any right hereunder shall operate as a waiver of such right unless in writing.

16. GOVERNING LAW

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

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any Statement of Work and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. COUNTERPARTS

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.

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