Washington State Contract Agreement

WASHINGTON STATE CONTRACT AGREEMENT

This Contract Agreement ("Agreement") is made and entered into as of the Effective Date: by and between Client Name: , an entity organized as Individual Corporation LLC (hereinafter "Client"); and Contractor Name: , an entity organized as Individual Corporation LLC (hereinafter "Contractor"). Client and Contractor are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Client desires to engage Contractor to perform the services described herein, and Contractor represents that it has the qualifications, experience, and ability to provide such services under the terms of this Agreement; and

WHEREAS, the Parties intend to set forth the terms and conditions under which Contractor will perform services for Client in the State of Washington and to allocate the respective rights and responsibilities of the Parties.

WHEREAS, the Parties desire that this Agreement govern the relationship between them without creating any employment relationship, joint venture or partnership.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement: "Services" means the tasks and deliverables to be performed by Contractor as described in Section 2; "Deliverables" means tangible or intangible work product delivered to Client; "Confidential Information" means non-public information disclosed by one Party to the other that is identified as confidential or that reasonably should be understood to be confidential.

2. SCOPE OF WORK

Contractor shall provide the following Services to Client in accordance with the specifications, schedule, and standards set forth in this Agreement and any attached statement of work:

3. TERM; TERMINATION

The term of this Agreement shall commence on the Effective Date and continue for a period of months, unless earlier terminated as provided herein. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate for material breach if such breach is not cured within days after written notice specifying the breach.

4. COMPENSATION; PAYMENT

As full compensation for the Services, Client shall pay Contractor as follows:

Unless otherwise agreed, Client shall pay undisputed invoices within days of receipt. Late payments shall bear interest at the lesser of 1.5% per month or the maximum lawful rate.

5. CONFIDENTIALITY

Each Party agrees to maintain in confidence and not disclose Confidential Information of the other Party, except as required by law or as necessary to perform its obligations under this Agreement. Confidential Information shall not include information that is or becomes publicly available without breach of this Agreement, or independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

6. WORK PRODUCT AND INTELLECTUAL PROPERTY

All Deliverables created by Contractor specifically for Client under this Agreement shall be deemed "work made for hire" and, to the extent not so deemed, Contractor hereby assigns to Client all right, title and interest in and to such Deliverables, including all intellectual property rights. Contractor retains ownership of Contractor's preexisting materials and methodologies, provided that Contractor grants Client a non-exclusive license to any preexisting materials incorporated into Deliverables to the extent necessary for Client's use of the Deliverables.

7. INDEPENDENT CONTRACTOR

Contractor is an independent contractor and not an employee, agent, or partner of Client. Contractor is solely responsible for all taxes, withholdings, insurance and other obligations applicable to its personnel. Contractor shall have sole control over the manner and means of performing the Services, subject to the requirements of this Agreement.

8. INDEMNIFICATION; INSURANCE

Contractor shall indemnify, defend and hold harmless Client and its officers, agents and employees from and against claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of Contractor's negligent acts or omissions or breach of this Agreement. Contractor shall maintain and provide evidence of general liability insurance and professional liability insurance in amounts customary for the Services performed.

9. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNITY OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED or the total amounts paid OR PAYABLE UNDER THIS AGREEMENT, WHICHEVER IS GREATER.

10. COMPLIANCE WITH LAW; LOCAL REQUIREMENTS

Each Party shall comply with all applicable federal, state and local laws, regulations and codes applicable to the performance of its obligations under this Agreement. Contractor shall comply with applicable Washington state requirements for contractors and shall secure permits and approvals required for the Services, unless otherwise agreed in writing.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as a Party may designate by written notice.

12. AMENDMENT; WAIVER

Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties. No waiver shall be effective unless in writing and signed by the Party waiving compliance; no failure or delay in exercising any remedy shall operate as a waiver.

13. COUNTERPARTS; EXECUTION

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. Signatures transmitted by electronic means shall be effective as originals.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington without regard to conflict of law principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Washington for any dispute arising under this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. MISCELLANEOUS

The Parties shall perform all obligations and exercise all rights in good faith. Headings are for convenience only and shall not affect interpretation. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or successor in connection with a merger or sale of substantially all assets.

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