Subcontractor Independent Contractor Agreement

Subcontractor Independent Contractor Agreement

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

RECITALS

WHEREAS, Contractor is engaged in the business of providing certain services to its clients and has entered into one or more prime contracts pursuant to which Contractor requires the services described below; and

WHEREAS, Subcontractor represents that it has the expertise, personnel and resources to perform the services described in this Agreement and is willing to perform such services for Contractor on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to Subcontractor's performance of work for Contractor.

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

1. SCOPE OF WORK

Subcontractor shall perform the services and deliverables described in the Statement of Work attached hereto as Exhibit A and incorporated herein by reference (the "Work"). Subcontractor shall perform the Work in a professional and workmanlike manner in accordance with industry standards and the schedules set forth in Exhibit A.

2. TERM

The term of this Agreement shall commence on the Effective Date and shall continue until completion of the Work or termination in accordance with Section 11 below. The parties may extend the term only by written amendment signed by both parties.

3. COMPENSATION AND PAYMENT

Contractor shall pay Subcontractor for performance of the Work in accordance with the rates, fees and payment schedule set forth in Exhibit A. Unless otherwise agreed in Exhibit A, payment shall be made upon Contractor's receipt of an itemized invoice from Subcontractor and subject to Contractor's verification of satisfactory performance.

Subcontractor shall submit invoices that identify the Work performed, the period covered, and supporting documentation as reasonably requested by Contractor. Contractor may withhold payment for nonconforming or defective performance until such defects are cured.

4. TAXES; BENEFITS

Subcontractor is an independent contractor and shall be solely responsible for payment of all federal, state and local taxes, contributions or assessments arising from or relating to the compensation paid to Subcontractor under this Agreement, including but not limited to income taxes, self-employment taxes, unemployment insurance and workers' compensation premiums. Subcontractor acknowledges that Subcontractor and Subcontractor's personnel are not eligible for Contractor's employee benefits.

5. INDEPENDENT CONTRACTOR; CONTROL

Subcontractor is engaged as an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee, joint venture, partnership, agency or fiduciary relationship between the parties. Subcontractor retains the right to determine the means and methods of performing the Work, provided that the Work meets the requirements of this Agreement and any applicable laws and regulations.

6. CONFIDENTIALITY

Subcontractor shall hold in strict confidence and shall not disclose or use for any purpose other than performance of the Work any confidential or proprietary information of Contractor or Contractor's clients ("Confidential Information"). Confidential Information excludes information that is publicly available through no fault of Subcontractor or that Subcontractor lawfully receives from a third party without restriction. Upon termination or request, Subcontractor shall promptly return or destroy all Confidential Information and certify such return or destruction in writing.

7. INTELLECTUAL PROPERTY

All works of authorship, inventions, discoveries, designs, developments, improvements, trade secrets and other intellectual property results conceived, developed or reduced to practice by Subcontractor, alone or with others, in the course of performing the Work ("Work Product") shall be deemed work made for hire to the fullest extent permitted by applicable law. To the extent any Work Product does not qualify as a work made for hire, Subcontractor hereby irrevocably assigns, transfers and conveys to Contractor all right, title and interest in and to such Work Product, including all copyrights, patent rights and other proprietary rights. Subcontractor agrees to execute all documents and take all actions reasonably requested by Contractor to perfect, register or enforce Contractor's rights in the Work Product.

8. INDEMNIFICATION

Subcontractor shall indemnify, defend and hold harmless Contractor and its officers, directors, employees, agents and affiliates from and against any and all claims, damages, liabilities, losses, fines, penalties and expenses (including reasonable attorneys' fees and costs) arising out of or resulting from (a) Subcontractor's performance of the Work, (b) any breach of this Agreement by Subcontractor, (c) infringement of any third party intellectual property right by Subcontractor's Work Product, or (d) Subcontractor's negligent acts or omissions or willful misconduct.

9. INSURANCE

During the term of this Agreement, Subcontractor shall maintain at its own expense appropriate insurance coverage, including commercial general liability insurance and, if applicable, professional liability and workers' compensation insurance. Subcontractor shall name Contractor as an additional insured on Subcontractor's commercial general liability policy to the extent reasonably requested and shall provide certificates of insurance upon request.

10. COMPLIANCE WITH LAWS

Subcontractor shall comply with all applicable federal, state and local laws, ordinances, rules and regulations in performing the Work, including but not limited to data protection, licensing, export controls and workplace safety requirements. Subcontractor shall obtain all necessary permits, approvals and licenses required to perform the Work.

11. TERMINATION

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice. Contractor may terminate this Agreement for convenience upon days' prior written notice to Subcontractor. Upon termination, Subcontractor shall deliver to Contractor all completed and partially completed Work and shall be entitled to payment for Work performed and reasonable costs incurred prior to termination, subject to setoff for Contractor's damages resulting from Subcontractor's breach.

12. LIMITATION OF LIABILITY

Except for liability arising from (a) Subcontractor's gross negligence or willful misconduct, (b) Subcontractor's breach of the intellectual property or confidentiality provisions, or (c) Subcontractor's indemnification obligations, neither party shall be liable to the other for any consequential, incidental, special or punitive damages, whether in contract, tort (including negligence) or otherwise.

13. DISPUTE RESOLUTION

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives. If the dispute is not resolved by negotiation within thirty (30) days, the dispute shall be submitted to binding arbitration in accordance with the arbitration rules chosen by the parties. The arbitrator's award shall be final and binding and may be entered in any court of competent jurisdiction for enforcement.

14. 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 overnight courier to the addresses set forth below (or such other address as a party may designate by notice in accordance with this Section).

15. AMENDMENTS; 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 failure of either party to enforce any right or provision shall not constitute a waiver of such right or provision. 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.

16. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

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

17. MISCELLANEOUS

Subcontractor shall not subcontract or assign any portion of the Work without Contractor's prior written consent. Subcontractor agrees to perform the Work with personnel who are qualified, experienced and authorized to perform the Work. All records related to performance and invoices shall be retained for a period of not less than three (3) years after final payment.

EXECUTION

The parties have executed this Agreement as of the dates set forth below. Each person signing this Agreement represents and warrants that he or she has full authority to enter into this Agreement on behalf of the party for whom he or she signs.

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