Work-for-Hire Services Agreement

WORK-FOR-HIRE SERVICES AGREEMENT

This Work-for-Hire Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: , a party organized as Individual LLC Corporation, with principal place of business at (hereinafter "Client"), and Service Provider Name: , a party organized as Individual LLC Corporation, with principal place of business at (hereinafter "Contractor"). Client and Contractor are each a "Party" and collectively the "Parties."

Recitals

WHEREAS, Client desires to engage Contractor to perform certain services described herein and to obtain certain deliverables for Client's use; and

WHEREAS, Contractor has represented that Contractor has the professional skill, experience and ability to perform the services and to deliver work product that constitutes a "work made for hire" under applicable copyright law; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the services, deliverables, compensation and ownership of intellectual property.

NOW, THEREFORE, in consideration of the mutual covenants and 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. Services

1.1 Scope. Contractor shall perform the services and deliver the deliverables set forth in the Statement of Work attached hereto or described below (the "Services"). The Services shall be performed in a professional and workmanlike manner in accordance with industry standards.

2. Compensation and Payment

2.1 Fees. In consideration of the performance of the Services, Client shall pay Contractor the total compensation set forth below and in accordance with the payment terms described in Section 2.2.

3. Work for Hire; Ownership of Work Product

3.1 Work Made for Hire. To the fullest extent permitted by law, all deliverables, materials, documentation, code, designs, reports, data and other works of authorship conceived, authored, created, developed or delivered by Contractor under this Agreement (collectively, "Work Product") are intended to be "work made for hire" as that term is defined in the United States Copyright Act. All right, title and interest in and to the Work Product, including without limitation all copyrights, shall vest exclusively in Client upon creation.

3.2 Assignment. If any Work Product does not qualify as a work made for hire, Contractor hereby irrevocably assigns, transfers and conveys to Client all right, title and interest in and to the Work Product and all intellectual property rights therein, including all copyrights and moral rights, without further consideration. Contractor agrees to execute any documents reasonably requested by Client to effectuate such assignment.

4. Confidentiality

4.1 Definition. "Confidential Information" means all nonpublic information disclosed by a Party to the other Party, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

4.2 Obligations. The receiving Party shall: (a) hold Confidential Information in strict confidence and use it only for the performance of its obligations under this Agreement; (b) restrict disclosure to those employees, contractors and agents who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to prevent unauthorized disclosure. The obligations set forth herein shall survive termination of this Agreement.

5. Term and Termination

5.1 Term. This Agreement shall commence on the Effective Date and shall continue until completion of the Services, unless earlier terminated in accordance with this Section 5.

5.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

5.3 Termination for Convenience. Client may terminate this Agreement for convenience upon ten (10) days' prior written notice to Contractor, in which event Client will pay Contractor for Services performed and Work Product delivered through the effective date of termination.

6. Representations, Warranties and Covenants

6.1 Contractor represents and warrants that: (a) it has the full power and authority to enter into and perform this Agreement; (b) the Work Product will be original and will not infringe or misappropriate the intellectual property or other proprietary rights of any third party; and (c) the Services will be performed in a professional manner consistent with applicable industry standards.

6.2 Client represents and warrants that it has the authority to enter into this Agreement and to receive and exploit the Work Product as contemplated herein.

7. Indemnification

7.1 Contractor Indemnity. Contractor shall indemnify, defend and hold harmless Client and its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) Contractor's breach of any representation, warranty or covenant under this Agreement; or (b) any allegation that the Work Product infringes or misappropriates any third-party intellectual property right.

8. Limitation of Liability

8.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 The aggregate liability of either Party arising out of or relating to this Agreement shall not exceed the total fees actually paid by Client to Contractor under this Agreement during the twelve (12) months preceding the claim.

9. Insurance

Contractor shall maintain, at Contractor's expense, insurance coverage customary for Contractor's industry, including commercial general liability and, where applicable, professional liability or errors and omissions insurance. Upon Client's request, Contractor shall provide certificates evidencing such insurance.

10. Independent Contractor

Contractor is an independent contractor and not an employee, agent or partner of Client. Contractor shall have sole control over the manner and means of performing the Services and is responsible for all taxes, withholding and other statutory obligations arising from amounts paid to Contractor.

11. Notices

All notices, demands or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail, return receipt requested.

12. Assignment

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Client may assign this Agreement to an affiliate or in connection with a merger, consolidation or sale of substantially all of its assets.

13. Amendments; Waiver; Counterparts

This Agreement may be amended only by a writing signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver. 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.

14. Governing Law

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.

15. Entire Agreement

This Agreement, together with all exhibits and attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written, relating to such subject matter.

16. Severability

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a lawful substitute provision that, to the extent possible, carries out the original intent of the Parties.

17. Survival

Provisions which by their nature should survive termination or expiration of this Agreement shall survive, including but not limited to Sections 3 (Work for Hire; Ownership), 4 (Confidentiality), 7 (Indemnification), 8 (Limitation of Liability), 14 (Governing Law), 15 (Entire Agreement) and 16 (Severability).

Acknowledgment

Each Party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms.

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